CISG ADVISORY COUNCIL OPINION NO 13

INCLUSION OF STANDARD TERMS UNDER THE CISG

 5. Rule 5. A reference to the inclusion of standard terms and the standard terms themselves must be clear to a reasonable person of the same kind as the other party and in the same circumstances.

5.1.    The reference to the incorporation of standard terms should not be hidden away or printed in such a manner that it is easy to overlook. Article 8(2) requires for deemed assent that the one party could not have been unaware of the intention of the other party. The requirement for a clear inclusion is in line with this provision. There should be a reasonable attempt to make the other party aware of the incorporation.[60] Although standard terms are very frequently used in international trade, there should be no obligation on a party to go hunting for a reference on their inclusion. The obligation should be on the party relying on them to ensure that they are set out in a manner and at a place where a reasonable contractual party would have noticed them.

5.2.    It is also necessary that the terms themselves should be clear to a reasonable person of the same kind as the other party under the same circumstances. An example of terms that would not be regarded as clear, is where the standard terms are in another language and it could not reasonably be expected of that recipient to understand the foreign language.[61]

6. Rule 6. A reference to the inclusion and the standard terms will be regarded to be clear where:
6.1 They are readable and understandable by a reasonable person; and
6.2 They are available in a language that the other party could reasonably be expected to understand. Such a language includes the language of the negotiated part of the contract, the negotiations or the language ordinarily used by that party.

6.1.    Under the CISG there are no particular form requirements in regard to lay-out, design, format or size of the text of standard or any other terms. It is merely necessary in terms of Article 8(2) that a reasonable person of the same kind should be able to understand the content of the standard terms as presented. Where the text is unreadable for instance the terms should not be regarded as incorporated.[62] Terms that should for instance be regarded as not readable where the print is so small that it cannot be read without a reading glass, or the printing on the front page makes the printing on the reverse page impossible to read.

6.2.    It sometimes happens that a contract will refer to the inclusion of standard terms where the standard terms have been drafted in a language other than the language of the contract or in a language that is not understood by the other contract party. The question then arises whether such an inclusion should be held to be valid and binding.

6.3.    In the German Knitware case the court dealt with this problem as follows:[63]

If the [seller] did send its General Conditions to the [buyer], it still cannot be assumed that the [buyer]'s Terms for Purchasing became part of the contract. On the one hand, the [seller] denies having received the [buyer]'s General Terms of Business; on the other hand, the [buyer] did not state that it had included an Italian translation of its Terms for Purchasing. Since the language of the contract in the present case was not German, the General Terms of Business written in German did not become part of the contract (v. Caemmerer/Schlechtriem, Article 14 n.16)

6.4. In the American MCC-Marble Ceramic case,[64] the court also dealt with language risks, but taking a different point of view, placing the risk on the party accepting a communication in a foreign language without any further inquiry:

We find it nothing short of astounding that an individual, purportedly experienced in commercial matters, would sign a contract in a foreign language and expect not to be bound simply because he could not comprehend its terms. We find nothing in the CISG that might counsel this type of reckless behavior and nothing that signals any retreat from the proposition that parties who sign contracts will be bound by them regardless of whether they have read them or understood them.

6.5. In keeping with the general principle accepted above that the standard terms should be made available to the other party, it is necessary that the standard terms must be in a language that the recipient could reasonably be expected to understand.[65] Standard terms that are in a different language will not be accessible to the other party at the time of contracting if it is not in a language that it could reasonably be expected to understand such as the language of the contract, the language of the negotiations or the language used by the other party in communications between the parties.[66] The language commonly used in the place where the other party has its usual place of business can also be regarded as an acceptable language. If the standard terms are not in a language that the other party could reasonably be expected to understand, the standard terms must be disregarded.[67]

6.6.    No preference should be given to so-called 'world languages' as some Austrian courts have done.[68] There is no need for the special treatment of these languages outside of the general principles contained in this rule. There is also no clarity on what constitutes a world language. The context of a particular transaction should determine what languages could be regarded as sufficiently well known to the parties concerned.[69]

7.    Rule 7. Standard terms that are so surprising or unusual that a reasonable person of the same kind as the relevant party could not reasonably have expected such a term in the agreement, do not form part of the agreement.

7.1.    Where the standard terms of a party have been successfully incorporated into a contract according to the rules set out above, the other party is bound by those terms whether it has read them or not, or is aware of their contents or not. The standard terms usually cover familiar terrain and that is one of the reasons why many parties simply do not bother to read them at the time of the negotiations even where they are subjectively aware of the inclusion of those terms.

7.2. However, where the terms are of such a nature that the other party could not reasonably have expected them, such surprising terms should not form part of the consensus between the parties. This is not a validity issue but a contract formation issue and therefore falls within the scope of the CISG.[70] It is simply not a risk that can be ascribed to the party in such circumstances. If the party using the standard terms wishes to include such terms, it needs to specifically inform the other party of their existence and inclusion. In the UNIDROIT principles it is stated that a party is not bound to a term that the party by virtue of their content, language or presentation are of such a character that it could not reasonably have expected them to be included in the standard terms.[71]

8. Rule 8. Where there is a conflict between negotiated terms and standard terms in the contract, the negotiated terms override the standard terms.

8.1. This is a familiar rule of contractual interpretation found in many legal systems. It is based on the premise that the actual intentions of the parties should take precedence over presumed intentions.[72]

8.2.    Standard terms are by definition prepared in advance by one party or a third person and incorporated in an individual contract without their content being discussed by the parties. It is therefore logical that whenever the parties specifically negotiate and agree on particular provisions of their contract, such provisions will prevail over conflicting provisions contained in the standard terms since they are more likely to reflect the intention of the parties in the given case.[73]

9. Rule 9. If the meaning of a standard term provided by one party remains ambiguous despite interpretation the meaning more favourable to the other party shall prevail.

9.1. Rule 9 embodies the contra proferentem rule. This is  an internationally well known rule of interpretation and it is generally regarded by commentators to apply under the CISG as well.[74] Honnold explains that " Article 8(2) places the burden on one who prepares a communication or who drafts a contract to communicate clearly to a reasonable person in the same position as the other party."[75] This is particularly important in international transactions where parties originate from different cultural, language and business backgrounds. Article 8(2) places the burden on the party drafting the agreement or making a statement.[76]

9.2.    The contra proferentem rule was applied in the Chinese Cysteine arbitration case where the arbitration tribunal held:[77]

Both parties' interpretations of Clause 5 of the Contract make sense to a certain extent. The Tribunal cannot locate a guide from the CISG -- which both parties agreed to have as the governing law -- to solve the problem. However, the Tribunal notes that Clause 5 is from the standard contract drafted by the [Seller]. According to the basic principle of contract interpretation -- contra proferentem -- if contract terms supplied by one party are unclear, an interpretation against that party shall be adopted.

9.3.    All the terms of the contract must be interpreted according to the general rules of interpretation of the CISG contained in article 8.[78] In this context the provisions of Art 8(3) which requires interpretation in the light of all the relevant circumstances of the case including the negotiations between the parties is particularly important. Where for instance the parties did have negotiations on the issue covered by the ambiguous standard term, such negotiations must be taken into account.[79]

10. Rule 10. Where both parties seek to incorporate standard terms and reach agreement except on those terms, a contract is concluded on the basis of the negotiated terms and of any standard terms which are common in substance unless one party clearly indicates in advance, or later on but without undue delay objects to the conclusion of the contract on that basis.

10.1. This Rule deals with the so-called battle of forms. Differences between the offer and acceptance may arise where both parties insist on the use of their standard terms prior to the conclusion of the contract and it is unclear from the facts which set of standard terms should prevail. In most cases the parties are in agreement on the negotiated part of their agreement, but the two sets of standard terms will invariably be in conflict as the standard terms on issues such as jurisdiction, applicable law, time limits, notifications, and limitation of liability will favour the party relying on its own terms.[80]

10.2. The issue has given rise to a substantial body of literature,[81] far outstripping the relative importance of this issue discussing the problem.[82] The vast amount literature probably obscures the practical importance of the problem[] which has only rarely reared its head in the reported case law.[84]

10.3.    The German Milk powder case[85] provides a classic example of this type of problem where both the parties referred to their standard forms during the negotiations phase of the contract. It was clear that a contract had been formed, but it was not possible to determine which set of standard terms was actually agreed on. The court was faced with a dilemma that is difficult to resolve on the basis of general principles of the CISG.

10.4.    The battle of forms issue falls squarely within the scope of the CISG and should not be resolved with reference to domestic law as it deals with the contract formation process covered in Articles 14-24.[86]

10.5. The battle of forms problem was discussed during the drafting process of the CISG, but could not be resolved.[87] A number of different solutions have been offered to resolve the problem.[88] The two main approaches are:

(a) Last shot approach. This approach simply concludes that the party who succeeds in getting the last word in without the other party objecting, will be successful in getting its standard terms included.[89] It is based on the mirror image rule requiring the acceptance to exactly mirror the offer.[90]

(b) Knock-out approach. This approach concludes that the parties are in agreement on the main terms and that all standard terms which are not in conflict, will form part of the agreement. Conflicting terms are excluded and replaced by the dispositive or residual law applicable.[91]

10.6.    It would seem that the knock-out rule is favoured by the majority of commentators[92] and the case law,[93] although there is also support for the last shot rule.[94] The knock-out approach is also the approach adopted in the UNIDROIT Principles.[95] The knock-out rule has the advantage that it is in conformity with the intention of typical parties in international commercial relations and leads to acceptable results in cross-border trade situations.[96] The rule avoids an arbitrary choice between the two sets of competing standard terms, instead using only those elements which are common to both sets. This accords with the actual intention of both parties. Although the last shot rule seems to be in accordance with a strictly literal interpretation of Article 19, it often leads to results which are random, casuistic, unfair and very difficult to foresee for the parties.[97]

10.7. In the German Powdered milk case the court justified the choice for the knock-out rule as follows:[98]

The Court of Appeals correctly assumed that the partial contradiction of the referenced general terms and conditions of [buyer 1] and [seller 1] did not lead to the failure of the contract within the meaning of Art. 19(1) and (3) CISG because of the lack of a consensus (dissent). Its judicial appraisal, that the parties have indicated by the execution of the contract that they did not consider the lack of an agreement between the mutual conditions of contract as essential within the meaning of Art. 19 CISG, cannot be legally challenged and is expressly accepted by the appeal.

The question to what extent colliding general terms and conditions become an integral part of a contract where the CISG applies, is answered in different ways in the legal literature. According to the (probably) prevailing opinion, partially diverging general terms and conditions become an integral part of a contract (only) insofar as they do not contradict each other; the statutory provisions apply to the rest (so-called "rest validity theory"; e.g., Achilles, Komm. zum UN-Kaufrechtsübereinkommen [Commentary to the CISG], Art. 19 .5; Schlechtriem/Schlechtriem, CISG (3d ed.), Art. 19 , 20, esp. p. 226; Staudinger/Magnus, CISG (1999), Art. 19 . 23). Whether there is such a contradiction that impedes the integration, cannot be determined only by an interpretation of the wording of individual clauses, but only upon the full appraisal of all relevant provisions.

10.8. The knock-out approach will apply to a battle of forms situation unless a party has explicitly excluded the operation of the rule by explicitly indicating in advance that it will not be bound by other standard terms than its own. The mere inclusion of such a clause in the standard terms should not be sufficient.[99]

10.9. The CISG fulfils a gap filling role in the sense that it only applies in so far as the parties have not reached agreement on particular issues. The agreement of the parties takes precedence over the CISG in terms of Article 6.[100] Accordingly, where the parties have common elements in their standard terms and both parties have indicated that they wish to incorporate those standard terms, those common elements should take precedence over custom and the provisions of the CISG. In determining which parts are common and which parts are conflicting, a court should consider the standard terms as a whole and should not consider clauses in isolation.[101] For instance, where a contract contains an arbitration clause that is common to both sets of standard terms (ie arbitration under the auspices of the International Chamber of Commerce, Paris and its rules) the arbitration clause will apply and exclude litigation in the ordinary courts.

FOOTNOTES

60. Schroeter in Schlechtriem/Schwenzer Commentary Art 14 paras 56-57; Ferrari in Kröll/Mistelis/Perales Viscasillas CISG Art 14 para 39.

61. See paragraph 6 below. See also Schroeter in Schlechtriem/Schwenzer Commentary Art 14 para 56-57.

62. Schroeter in Schlechtriem/Schwenzer Commentary Art 14 para 56-57. See also Belgium 18 January 2002 District Court Mechelen (Tomatoes case) http://cisgw3.law.pace.edu/cases/020118b1.html; France 24 October 2000 Appellate Court Colmar (Pelliculest v. Morton International) http://cisgw3.law.pace.edu/cases/001024f1.html.

63. Germany 6 October 1995 Lower Court Kehl (Knitware case) http://cisgw3.law.pace.edu/cases/951006g1.html. See also Germany 21 April 2004 Appellate Court Düsseldorf [15 U 88/03] (Mobile car phones case) http://cisgw3.law.pace.edu/cases/040421g3.html]; Germany 6 December 2005 Appellate Court Hamm (Used motorcar parts case) http://cisgw3.law.pace.edu/cases/051206g1.html.

64. United States MCC-Marble Ceramic Center Inc v Ceramica Nuova d'Agostino SpA, 144 F3d 1384, 1389 (11th Cir 1998).

65. Magnus Festschrift Kritzer 320-321; Schmidt-Kessel in Schlechtriem/Schwenzer Commentary Art 8 par 60; Schroeter in Schlechtriem/Schwenzer Commentary Art 14 para 61; Germany 21 April 2004 Appellate Court Düsseldorf [15 U 88/03] (Mobile car phones case) http://cisgw3.law.pace.edu/cases/040421g3.html.

66. Magnus Festschrift Kritzer 320-321.

67. Schroeter in Schlechtriem/Schwenzer Commentary Art 14 paras 62-64.

68. Austria 17 December 2003 Supreme Court (Tantalum powder case) http://cisgw3.law.pace.edu/cases/031217a3.html]; Austria 1 February 2005 Appellate Court Innsbruck (Powdered tantulum case) http://cisgw3.law.pace.edu/cases/050201a3.html.

69. Schroeter in Schlechtriem/Schwenzer Commentary Art 14 para 66.

70. See Schroeter in Schlechtriem/Schwenzer Commentary Art 14 para 35 for examples of such clauses in the case law.

71. Comment 1 to Art 2.1.20. See also Schmidt-Kessel Schlechtriem/Schwenzer Commentary Art 8 par 63; Germany 21 April 2004 Appellate Court Düsseldorf [15 U 88/03] (Mobile car phones case) http://cisgw3.law.pace.edu/cases/040421g3.html.

72. Schmidt-Kessel in Schlechtriem/Schwenzer Commentary Art 8 par 64. See also the UNIDROIT Principles Art 2.1.21.

73. Comment 1 to Art 2.1.21 of PICC.

74. Honnold Uniform Law for International Sales under the 1980 United Nations Convention (3rd ed 1999) para 107.1; Staudinger/Magnus Art 8 para 18; Schmidt-Kessel in Schlechtriem/Schwenzer Commentary Art 14 para 49.

75. Honnold Uniform Law para 107.1; Staudinger/Magnus Art 8 para. 18; Schmidt-Kessel in Schlechtriem/Schwenzer Commentary Art 8 para 49.

76. Honnold Uniform Law para 107.1.

77. China 7 January 2000 CIETAC Arbitration proceeding (Cysteine case) http://cisgw3.law.pace.edu/cases/000107c1.html See also Germany 31 March 2008 Appellate Court Stuttgart (Automobile case) http://cisgw3.law.pace.edu/cases/080331g1.html.

78. See Schmidt-Kessel in Schlechtriem/Schwenzer Commentary Art 8 paras 1-2; Zuppi in Kröll/Mistelis/Perales Viscasillas CISG Art 8 para 1-2; Staudinger/Magnus Art 8 para 1-2.

79. Schmidt-Kessel in Schlechtriem/Schwenzer Commentary Art 8 para 49.

80. Schroeter in Schlechtriem/Schwenzer Commentary Art 19 par 31; Staudinger/Magnus Art 19 para 20; Ferrari in Kröll/Mistelis/Perales Viscasillas CISG Art 19 para 14.

81. See for instance Blodgett PC "The U.N. Convention on the Sale of Goods and the 'Battle of the Forms' 18 Colorado Lawyer (1989) 423-430; Fejös A Formation of Contracts in International Transactions: The Issue of Battle of the Forms under the CISG and the UCC (Thesis, Central European University, Budapest 2006); Magnus U "Last Shot vs. Knock Out -- Still Battle over the Battle of Forms Under the CISG" in Cranston R, Ramberg J & Ziegel J (eds) Commercial Law Challenges in the 21st Century: Jan Hellner in memorium (Stockholm Centre for Commercial Law: Juridiska institutionen 2007) 185-200; Murray JE "The Definitive 'Battle of the Forms': Chaos Revisited" 20 Journal of Law and Commerce (Fall 2000) 1-48; Perales Viscasillas P "The 'Battle of the Forms' Under the 1980 United Nations Convention on Contracts for the International Sale of Goods and the UNIDROIT] Principles of International Commercial Contracts" 10 Pace International Law Review (1998) 97-155; Perales Viscasillas P "Battle of the Forms and the Burden of Proof: An Analysis of BGH 9 January 2002" 6 Vindobona Journal of International Commercial Law and Arbitration (2002) 217-228; Schlechtriem P "Kollidierende Geschäftsbedingungen im internationalen Vertragsrecht", in: Thume (ed), Festschrift für Rolf Herber zum 70. Geburtstag, (Neuwied Luchterhand 1999) 36-49; Eiselen S & Bergenthal S "The Battle of Forms: A Comparative Analysis" 2006 CILSA 214-240.

82. See Schroeter in Schlechtriem/Schwenzer  Commentary Art 19 paras 31 ff; Honnold JO Uniform Law for International Sales under the 1980 United Nations Convention (2nd ed) para 170.4. See however, Ferrari in Kröll/Mistelis/Perales Viscasillas CISG Art 19 para 14. The issue has cropped up in the following cases: United States 25 July 2008 Federal District Court [Pennsylvania] (Norfolk Southern Railway Company v. Power Source Supply, Inc.) http://cisgw3.law.pace.edu/cases/080725u1.html; Germany 4 October 2002 Appellate Court Koblenz (Concrete slabs case) [http://cisgw3.law.pace.edu/cases/021004g1.html; Germany 11 March 1998 Appellate Court München (Cashmere sweaters case) http://cisgw3.law.pace.edu/cases/980311g1.html; Germany 24 May 2006 Appellate Court Köln (Shock-cushioning seat case http://cisgw3.law.pace.edu/cases/060524g1.html; Germany 6 October 1995 Lower Court Kehl (Knitware case) http://cisgw3.law.pace.edu/cases/951006g1.html; France 16 July 1998 Supreme Court (Les Verreries de Saint Gobain v. Martinswerk) http://cisgw3.law.pace.edu/cases/980716f1.html; Germany 9 January 2002 Supreme Court (Powdered milk case) http://cisgw3.law.pace.edu/cases/020109g1.html; Germany 25 July 2003 Appellate Court Düsseldorf (Rubber sealing parts case) http://cisgw3.law.pace.edu/cases/030725g1.html; Germany 26 June 2006 Appellate Court Frankfurt (Printed goods case) http://cisgw3.law.pace.edu/cases/060626g1.html.

83. See Honnold Uniform Law for International Sales under the 1980 United Nations Convention 2nd ed 1999 par 170.4; Schroeter in in Schlechtriem/Schwenzer Commentary Art 19 para 34.

84. See for instance Germany 6 October 1995 Lower Court Kehl (Knitware case) http://cisgw3.law.pace.edu/cases/951006g1.html; France 16 July 1998 Supreme Court (Les Verreries de Saint Gobain v. Martinswerk) http://cisgw3.law.pace.edu/cases/980716f1.html; Germany 9 January 2002 Supreme Court (Powdered milk case) http://cisgw3.law.pace.edu/cases/020109g1.html; Germany 25 July 2003 Appellate Court Düsseldorf (Rubber sealing parts case) http://cisgw3.law.pace.edu/cases/030725g1.html; Germany 26 June 2006 Appellate Court Frankfurt (Printed goods case) http://cisgw3.law.pace.edu/cases/060626g1.html.

85. Germany 9 January 2002 Supreme Court (Powdered milk case) http://cisgw3.law.pace.edu/cases/020109g1.html; Austria 13 September 2001 Supreme Court (Toiletry kits and attaché cases case) http://cisgw3.law.pace.edu/cases/010913a3.html.

86. Schroeter in Schlechtriem/Schwenzer Commentary Art 19 par 31; Eiselen & Bergenthal 2006 CILSA 219-220; Staudinger/Magnus Art 19 para 20.

87. Ferrari in Kröll/Mistelis/Perales Viscasillas CISG Art 19 para 14; Schroeter in Schlechtriem/Schwenzer Commentary Art 19 par 33; Staudinger/Magnus Art 19 paras 5 & 20; Eiselen & Bergenthal 2006 CILSA  216.

88. Eiselen & Bergenthal 2006 CILSA 216.

89. Kelso JC ‘The United Nations Convention on Contracts for the International Sale of Goods: contract formation and the battle of forms’ 21 (1982/83) Columbia Journal of Transnational Law 529–556 at IV, available online at: http://www.cisg.law.pace.edu/cisg/biblio/kelso.html; Herber R & Czerwenka GB Internationales Kaufrecht (1991) art 19 para 18; Perales Viscasillas ‘‘‘Battle of the Forms’’ under the 1980 United Nations Convention on Contracts for the International Sale of Goods: a comparison with section 2–207 UCC and the UNIDROIT Principles’ 10 (1998) Pace International Law Review Heading II.

90. Eiselen & Bergenthal 2006 CILSA 217-218.

91. Schroeter in Schlechtriem/Schwenzer Commentary Art 19 para 35 and the authorities quoted in fn 118.

92. Schroeter in Schlechtriem/Schwenzer Commentary Art 19 para 36-38 and the authorities quoted in fn 121. See however, Ferrari in Kröll/Mistelis/Perales Viscasillas CISG Art 19 para 15.

93. Germany 9 January 2002 Supreme Court (Powdered milk case) http://cisgw3.law.pace.edu/cases/020109g1.html; Germany 6 October 1995 Lower Court Kehl (Knitware case) http://cisgw3.law.pace.edu/cases/951006g1.html; France 16 July 1998 Supreme Court (Les Verreries de Saint Gobain v. Martinswerk) http://cisgw3.law.pace.edu/cases/980716f1.html; Germany 25 July 2003 Appellate Court Düsseldorf (Rubber sealing parts case) http://cisgw3.law.pace.edu/cases/030725g1.html; Germany 26 June 2006 Appellate Court Frankfurt (Printed goods case) http://cisgw3.law.pace.edu/cases/060626g1.html.

94. See Perales Viscasillas 10 (1998) Pace International Law Review para VI(3); Farnsworth in Bianca & Bonell Commentary on the International Sales Law (Giuffré Milan 1987); Kelso JC ‘The United Nations Convention on Contracts for the International Sale of Goods: contract formation and the battle of forms’ 21 (1982/83) Columbia Journal of Transnational Law 529–556 at IV, available online at: http://www.cisg.law.pace.edu/cisg/biblio/kelso.html; Herber R & Czerwenka GB Internationales Kaufrecht (1991) art 19 para 18; Piltz B Internationales Kaufrecht. Das UN-Kaufrecht in praxisorientierter Darstellung 2nd ed (Beck München 2008) para 3-108 ff. See also United States 25 July 2008 Federal District Court [Pennsylvania] (Norfolk Southern Railway Company v. Power Source Supply, Inc.) http://cisgw3.law.pace.edu/cases/080725u1.html; Germany 4 October 2002 Appellate Court Koblenz (Concrete slabs case) [http://cisgw3.law.pace.edu/cases/021004g1.html; Germany 11 March 1998 Appellate Court München (Cashmere sweaters case) http://cisgw3.law.pace.edu/cases/980311g1.html; Germany 24 May 2006 Appellate Court Köln (Shock-cushioning seat case http://cisgw3.law.pace.edu/cases/060524g1.html.

95. See Art 2.1.22. it is also the approach adopted in the American Uniform Commercial Code – see § 2–207(3).

96. Schroeter in Schlechtriem/Schwenzer Commentary Art 19 para 38.

97. Honnold Uniform Law §170.3 Schroeter in Schlechtriem/Schwenzer Commentary Art 19 para 35.

98. Germany 9 January 2002 Supreme Court (Powdered milk case) http://cisgw3.law.pace.edu/cases/020109g1.html

99. See Comment 3 to Art 2.1.22 of the UNIDROIT Principles.

100. See Schwenzer & Hachem Schlechtriem/Schwenzer Commentary Art 6 paras 2-6; Mistelis in Kröll/Mistelis/Perales Viscasillas CISG Art 6 paras 8-10.

 101. Schroeter in Schlechtriem/Schwenzer Commentary Art 19 para 50.