Cláusula take or pay em contratos de longo prazo
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This work consists on the analysis of the rationale and practice of take or pay clause, widely applied in long-term contracts, usually in supply agreements. To do so, dealing with the typicity (social) of the take or pay clause was necessary. It was taken into account the qualification and interpretation of the obligation provided in the clause and its purpose, vis-à-vis the good faith principle and the cooperation duty between the parties. Beyond that, this study aimed to address the legal nature of take or pay clause, as the due values are pre-determined (liquidated damages) in case of default. In addition to that, for a comprehensive understanding, the study also evaluated the applicability of article 413 of the Brazilian Civil Code The study propositional approach focused on the importance of the contract wording and recommends some practical measures for the clause legal writing, which is still incipient in Brazil. Based on that, the author believes that this study may contribute to enable the development of the take or pay clause in a predictable manner respecting the legal safety in the contractual relations.