Unofficial translaction
a. sales of goods bought for personal, family or household use unless the seller, at any
time before the conclusion of the contract or at the conclusion of the contract, did
not know and should not have known that the goods were bought for any such use;
b. Contracts of supply of goods in which the main part of the obligation of the party
supplying the goods consists of a provision of labor or otherservices.
ARTICLE236-Theprovisionsofthis Book shall not govern sales subject to a special regime,
including:
a) auctions;
b) foreclosure sales or by any other means by court officials;
c) sales of securities, negotiable instruments or currencies;
d) endorsing and other operations concerning financial instruments or receivables;
e) sales of ships, vessels, hovercraft and aircraft;
f) Salesof electricity.
CHAPTER II: GENERAL PROVISIONS
ARTICLE 237–A commercial sale shall be subject to the rules of common law with respect to
contracts and sale which are not contrary to the provisions of this Book.
Parties are required to comply with the requirements of good faith. They shall not exclude this
obligation, nor limit its scope.
ARTICLE238-When aclauseisambiguous,thewillof one partymustbeconstrued according to the
meaning that a reasonable individual, of the same status as the other party, placed in the same
situation, would have deducted from hisbehavior.
To determine the will of one party, factual circumstances shall be taken into account, in
particular. the negotiations that took place between the parties, practices establishedbetween
them, customary practices in the concerned profession.
ARTICLE 239-Parties are bound by customs they have agreed uponand the course of dealing
established in their commercial relationship.
Unless otherwise agreed by the parties, they are deemedto have agreed to professional
practicesof which they had knowledge or ought to have known and which, in trade, are widely
OHADA / Uniform Act / Unofficial Translations
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