The content of the contract In the first place, dfly contract must provide the identification elements of the

parties to that contract. In the second place, the parties must specify the juridical nature of the contract (if it is a sale-purchase contract, a transport contract and so on). The juridical nature of the contract is a very important element, especially in the case of named contracts. Thus, taking into account the juridical nature of the contract, the applicable legal provisions to that particular contract may be determined. Also the parties must mention in the contract the following elements: - their rights and obligations according to the contract; - the price of the contract, if any; - the means and the instruments of payment; - certain periods of time for the existence or the performance of the contract. Beside all these compulsory elements, the parties may include in the contract specific clauses. The main catesories of clauses that mav be included within contracts are as follows:

A. Clauses concerning the liability of the parties to the contract

Within this category we may include: 1. the penalty clause. It represents a prior evaluation of the damage that the parties may suffer as a consequence of the non-performance or the improper performance of the contract. This penalty clause can not be reduced by the judge. For example "the party who does not perform his obligations will pay 15 o/o from the value of the non-performed obligation for each day of delay. . ." 2. the liability increase clause. By this clause, the parties agree that, in the case of non-performance of the contract, their liability will be larger than the usual amount. 3. the liability limitation clause. According to this clause, the parties are liable only for the actual damage that is caused by the non-performance. They are not liable for the gain of which the other party is deprived as a consequence of the non-perforrnance of the contract. 4. the exoneration of liability clause (to exonerate means to relieve from an obligation or charge). By this clause, the parties may provide the situations in which they are not liable for the damages caused by the non-perforrnance or the improper performance of the contract.

5. the force majeure clause. It has as a result the liabilify exoneration of the par:ty who invokes it. The force majeure means the occurrence of an event that does not depend upon the will or the action of the parties. This event which can not be overcome by anybody determines the absolute impossibility of one of the parties to perform the contract for example, an earthquake, fire and so on. When the force majeure clause is included in a contract, the parties to the contract must define the force majeure. It means that they must provide in the contract the events that constitute the force majeure for that specific contract. The parties must also mention in the contract the period of time the event must last in order to produce the termination of the contract and the period that is accepted only for the delayed performance of the contract. The parties must provide the term during which they are obliged to give notice to each other conceming the occurrence of the force majeure. The event of force majeure has to be certified by an authority. The parties may choose in the contract the competent authority which must provide this certification. Otherwise, in Romania the certificate of force majeure is provided by the Chamber of Commerce.

B. Clauses concerning the preservation of the contract's value

These clauses derive form the fact that most contracts are contracts made with onerous title and in the same time commutative contracts. These characters imply that the parties are concerned with the preservation of an equal balance between their promises in the case of a very quick evolution of the market. The clauses concerning the preservation of the contract's value are also known as consolidation of the price clauses. They are generally provided by contracts concluded between professionals and international trade contracts. Within this category we may include the following clauses: 1. the indexation clause. It supposes the establishment in the contract of the culrency for the payment of the price. This currency is expressed in units of raw materials or energy which may be deficient in the performance of the contract. Thus, the indexation clause protects both parties form the changes that may occur on the market (for example, in a sale-purchase contract of gasoline, the contractual price may be fixed and adjusted in accordance with the price of oil). 2. the currency option clause. It supposes the establishment of the contractual price in an account currency and the possibility of the parties to choose the currency for the payment of the price among one of the currencies settled at the moment of concluding of the contract.

3. the currency clause that may be provided in one of the following ways: a. the single currency clause. The parties mention in the contract the currency for the payment of the price and the price will be automatically adjusted according to the exchange rate of a hard curency on that market. b. the multiple currency clause. The parties take into account several currencies and the price is established according to the weighted mean of the mutual exchange rates of these currencies. c. the S.D.R. (Special Drawing Rights) clause. Special Drawing Rights are the structural currency of the International Monetary Fund. The SDR clause supposes the indexation of the price according to the Special Drawing Rights. This clause is provided in the contracts based on loans granted by the Intemational Monetary Fund. 4. the gold clause. The parties must provide in the contract the currency for the payment of the price but the contractual price is calculated according to the value of one gram of gold. This clause is not allowed in the States where the gold is not listed on the money market.

C. Clauses concerning the adjustment of the contract

The clauses conceming the adjustment of the contract are generally provided by long term contract. Actually, in case of long term contracts, the adjustment of the contract must take into account several elements and not only the consolidation of the price. These clauses are meant to reestablish the balance between the parties' undertakings that become unequal due to the evolution of the market. These clauses adjust the whole contract, not only the price, according to the changes of the market. Within this category, the most important are the following clauses: 1. the most favored client clause. If during the extent of time of the contract, the party who granted the clause concludes another contract with a third party under more favorable conditions, he is obliged to adjust the fist contract according to these more favorable conditions. 2. the competitive offer clause. It becomes applicable during the extent of time of the contract, the beneficiary of the clause gets from a third party a more favorable offer to conclude the same kind of contract. Thus, the beneficiary of the clause is allowed to inform the other party to the first contract of this offer. This parfy may choose one of the following options: a. to adjust the first contract to the competitive offer, if his financial means allow him to do so.

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b. to suspend the first contract during a specified period of time. Thus, within this period of time, the beneficiary of the clause is allowed to conclude a
new contract with the third party who has made the competitive offer. c. to terminate the first contract. Thus the beneficiary of the clause will conclude the contract with the third party who has made the competitive offer. 3. the hardship clause. This clause derives from a fundamental juridicai principle, namely "pactA sunt servunda rebus sic stantibtts". It means that the obligations undertaken through contracts must be performed if the essential circumstances that existed at the conclusion of the contract did not change during its performance. The hardship clause takes into account the occurrence, during the performance of a long term contract, of an essential change in the existing circumstances that have determined the conclusion of that specific contract. The hardship event is unpredictable, it can not be overcome by the parties and it does not depend upon the will or the action of the parties. The performance of the contract by one of the parties becomes very costly due to the occurrence of this event. The impossibility to perform the contract is not absolute; it is related to the means of that party. Therefore, when the hardship event happens, the parties must renegotiate the contract in order to reestablish the balance between their promises. If the renegotiation of the contract is not possible and the parties are not able to reach an agreement in this respect, according to article I27l paragraph 2 NCC, the judge may pronounce the adaptation of the contract to the new circumstances or its termination. The hardship event is different from the force majeure event due to the

following aspects: a. The force majeure event determines the absolute impossibility to perform the contract. Concerning the hardship event, the performance of the contract is still possible, but it becomes very costly for one of the parties.
b. the force majeure events must be provided by the contract. The hardship events can not be mentioned in the contract because they can not be predicted.

D. Clauses that produce their effects after the expiry of the contract
They are continuity clauses meant to preserve the supply or the distribution market or even the relations between clients. The most important is the first denial clause. According to this clause, after the expiry of the contrac! one of the parties is allowed to conclude a new contract of a same kind with a third party only if he has made an offer to the other party of the first contract and that party did not accept it.