Article 264

What it means when you sign

This article is a single short rule: what is known and accepted as the custom between merchants is treated as if it had been stated as a condition between them. In other words, an established practice among traders can have the same effect as a term that the parties wrote down.

When you are about to sign a contract between merchants, this article means that a contract may be read as carrying established trade practice even where the practice is not spelled out in the text. A contract that is silent on a point, such as how deliveries are usually made or how accounts are usually settled in that trade, may be read together with the custom known between the parties. A clause that says the written contract is the whole agreement may therefore be worth reading against this rule. The points to check are whether the contract refers to custom or usage, whether it excludes them, and whether the practices you expect are written down.