(1) Official holidays or non-business days occurring during a period set by parties for an act to be performed are included in calculating the period.
(2) However, if the last day of the period is an official holiday or a non-business day at the place of business of the party to perform the act, the period is extended until the first business day which follows, unless the circumstances indicate otherwise.
(3) The relevant time zone is that of the place of business of the party setting the time, unless the circumstances indicate otherwise.
The parties may, either unilaterally or by agreement, fix a period of time within which certain acts must be done (see, e.g., Articles 2.1.7, 2.2.9(2) and 10.3).
In fixing the time limit the parties may either indicate merely a period of time (e.g. “Notice of defects in the goods must be given within ten days after delivery”) or a precise date (e.g. “Offer firm until 1 March”).
In the first case the question arises of whether or not holidays or non-business days occurring during the period of time are included in calculating the period of time, and according to paragraph (1) of this Article the answer is in the affirmative.
In both of the above-mentioned cases, the question may arise of what the effect would be of a holiday or non-business day falling at the expiry of the fixed period of time at the place of business of the party to perform the act.
Paragraph (2) provides that in such an eventuality the period is extended until the first business day that follows, unless the circumstances indicate otherwise.
Finally, whenever the parties are situated in different time zones, the question arises as to what time zone is relevant, and according to paragraph (3) it is the time zone of the place of business of the party setting the time limit, unless the circumstances indicate otherwise.
1. A sales contract provides that buyer A must give notice of defects of the goods within 10 days after delivery. The goods are delivered on Friday 16 December. A gives notice of defects on Monday 2 January and seller B rejects it as being untimely. A may not object that the holidays and non-business days which occurred between 16 December and 2 January should not be counted when calculating the ten days of the time limit.
2. Offeror A indicates that its offer is firm until 1 March. Offeree B accepts the offer on 2 March because 1 March was a holiday at its place of business. A may not object that the fixed time limit for acceptance had expired on 1 March.
3. Offeror A sends an offer to offeree B by e-mail on a Saturday indicating that the offer is firm for 24 hours. If B intends to accept, it must do so within 24 hours, even though the time limit elapses on a Sunday, since under the circumstances the time limit fixed by A was to be understood as absolute.
4. The facts are the same as in Illustration 2, except that A is situated in Frankfurt and B in New York, and the time limit fixed for acceptance is “by 5 p.m. tomorrow at the latest”. B must accept by 5 p.m. Frankfurt time.
5. A charterparty concluded between owner A, situated in Tokyo, and charterer B, situated in Kuwait City, provides for payment of the freight by B at A’s bank in Zurich, Switzerland, on a specific date by 5 p.m. at latest. The relevant time zone is neither that of A nor that of B, but that of Zurich where payment is due.