8.6 Miscellaneous (‘boilerplate’) clauses
This subchapter discusses the various miscellaneous clauses (‘boilerplates‘) that can be found in contracts. Also here, common law contracts appear to elaborate more than in the European continental legal systems.
The merit or scope of the following miscellaneous clauses will be discussed by reference to the Common Frame of Reference:
- Notices clause
- Amendments
- No subcontracting
- Severability
- Waivers
- Entire agreement (merger, four-corner clauses)
- Further assurance (duty to cooperate)
- Force majeure
- Announcements (public statements)
- No termination or dissolution
- Independent contractors (‘no partnership established’)
- Time is of the essence
- General terms and conditions do not apply
- Language (translations)
- Counterparts
- Independence of the notary
- (No) assignment