Commercial contracts · Foreign suppliers

A foreign supplier is ready to appoint a Romanian distributor. The commercial team has agreed a territory and a margin, but the draft contract still leaves open who owns the customer relationship, which online sales are permitted and what happens to inventory if the appointment ends.

This guide is for a supplier negotiating a business-to-business distribution arrangement for goods sold into Romania. It is a negotiation guide rather than a standard form. Regulated products, sector-specific networks and a contract involving a non-EU jurisdiction may require additional analysis. Where a purchase order, agency appointment or franchise arrangement is being labelled “distribution”, first identify what the parties will actually do.

Is this a distributor, an agent or a reseller under individual purchase orders?

The label is not enough. Ask who buys the goods, who invoices the Romanian customer, who bears stock and credit risk, and whether the local business may bind the foreign supplier.

A distributor generally purchases goods and resells them in its own name and for its own account. The commercial risk, margin and customer contract can sit with the distributor, although the supplier may still have product-related obligations. An intermediary who has continuing authority to negotiate or conclude sales on another party’s behalf may instead be a commercial agent. That distinction matters at exit: Directive 86/653/EEC and the Romanian Civil Code regulate the agency agreement in Articles 2072–2095, including the conditions for a post-termination indemnity under Article 2091. An Article 2091 termination indemnity is conditional, including on new customers or substantially increased business with existing customers, continuing substantial benefits for the principal and an equitable assessment. The indemnity is subject to a statutory maximum based on the average annual remuneration received by the agent during the relevant reference period; the amount payable is determined by the statutory conditions and the circumstances of the case, and is not automatically equal to one year’s remuneration. Those rules do not automatically give an independent distributor an equivalent statutory payment. If the parties only exchange separate purchase orders without an enduring market-development commitment, a supply framework may be the better description. The differences affect remuneration, customer data, liability and potentially the legal consequences of termination.

Do not assume that calling a contract “independent distribution” settles the classification. Review the actual authority granted to the local party, ownership of inventory, ability to negotiate price with customers, marketing commitments and risk of non-payment. The European Commission’s Guidelines on Vertical Restraints also distinguish genuine agency from independent distribution for competition analysis by looking at the agent’s relevant financial and commercial risks. A hybrid arrangement deserves close review before the parties adopt clauses copied from either model.

What should the exclusivity clause actually cover?

Define the products, territory, customer groups, channels, reserved accounts and supplier’s direct-sales rights separately. “Exclusive in Romania” leaves too many commercial questions unanswered.

A foreign supplier may wish to retain existing multinational accounts, direct e-commerce, government tenders or sales to a particular industry. The distributor may expect protection for its investment in local staff, stock and marketing. Put those expectations into a schedule that names the protected customer category and the channels where the distributor is expected to invest. Clarify whether the supplier may appoint another distributor, whether an affiliate may sell directly and whether exclusivity is conditional on performance.

Sales restrictions require more than careful wording. Under Regulation (EU) 2022/720 on vertical agreements, the vertical block exemption (VBER) offers a conditional safe harbour. Among its conditions, the supplier and the buyer must each stay at or below 30% on the relevant market identified for that party, and the agreement must avoid the hardcore restrictions in Article 4. Crossing 30% does not itself make an agreement unlawful. Article 8(d) preserves the exemption for two consecutive calendar years after the year in which a party first exceeds 30%, where its share was initially no more than 30%; thereafter an individual assessment may be needed. An Article 4 hardcore restriction generally removes the benefit of the block exemption for the entire agreement, rather than just that clause. Loss of the exemption is not itself proof of an Article 101 TFEU infringement: the agreement and any possible individual exemption require a separate competition-law assessment. Article 4 contains distinct exceptions for exclusive, selective and other distribution systems. Under the Regulation, an exclusive territory or customer group may be allocated to the supplier itself or to no more than five buyers; a permitted active-sales restriction may in certain circumstances extend to the buyer’s direct customers. That does not create a general right to prohibit passive sales responding to unsolicited demand.

Link exclusivity to a realistic implementation plan. State when the distributor must launch, which products it must carry, what information it must report and what follows if an agreed target is missed. A shortfall might trigger a negotiated cure or conversion to non-exclusivity, if the contract so provides. Avoid a clause that promises permanent market protection while leaving the minimum effort, supplier stock availability and target measurement undefined.

Can the supplier control resale prices and online sales?

The distributor’s resale pricing and its ability to use the internet need a separate EU competition review. A target margin or brand policy does not justify fixing the distributor’s minimum resale price.

Article 4(a) of Regulation 2022/720 treats restrictions on the buyer’s ability to determine its sale price as a hardcore restriction for the block exemption. A supplier may set a maximum or recommend a resale price only if the arrangement does not operate as a fixed or minimum resale price through pressure or incentives. That means the clause, emails, discount approvals, monitoring and threatened consequences all matter. A “recommended” price list backed by penalties can create a different legal picture from a genuinely non-binding recommendation.

Online sales also need a clear channel map. Will the distributor run its own Romanian website, sell through marketplaces, advertise on search engines, or fulfil an order from a customer in another EU Member State? Article 4(e) addresses restrictions that prevent the effective use of the internet for selling the contract goods or services. A proportionate marketplace condition is not necessarily equivalent to an effective ban on internet selling; restrictions on the distributor’s own website, online advertising channels and cross-border passive sales must be examined separately. The effects and distribution model determine the analysis. State brand, service and presentation standards without copying an absolute online-sales ban.

If the supplier sells directly to Romanian customers as well as through the distributor, it should also examine its own distribution activities and any sensitive information exchanged with a downstream competitor. Under Article 2(5) VBER, the dual-distribution exemption does not cover an exchange of information unless it is directly related to implementing the vertical agreement and necessary to improve production or distribution of the contract goods or services. A competition assessment cannot be reduced to checking the distributor’s signature on a standard territorial appendix. Romanian Competition Law no. 21/1996 and the role of the Romanian Competition Council (Consiliul Concurenței) also matter; where trade between Member States may be affected, EU and national competition rules can be applied in parallel.

How long can a non-compete obligation last?

An exclusive appointment is not automatically the same as a non-compete obligation. Check whether the distributor is barred from competing products or required to source more than 80% of its relevant purchases from the supplier.

Under Article 5 of the VBER, a non-compete obligation of indefinite duration or more than five years is generally excluded from the block exemption. This is an exclusion of that obligation, not the same rule as an Article 4 hardcore restriction that removes the exemption for the entire agreement. The Commission’s Vertical Guidelines explain that a tacit renewal beyond five years can still benefit where the buyer can effectively renegotiate or terminate on reasonable notice and at reasonable cost, allowing it to switch supplier. There is also a limited exception for supplier-owned or qualifying supplier-leased premises. Do not state an automatic five-year ban without examining the arrangement.

A post-contract non-compete receives the block exemption only under narrower cumulative conditions, including a one-year limit, a restriction to the premises and land from which the buyer operated, and necessity to protect the supplier’s transferred know-how. Continuing confidentiality protection for non-public know-how is a separate question. Review these obligations with the exit plan rather than adding an unrestricted ban to the template.

Which commercial terms deserve the most negotiation time?

Price and territory are prominent, but the difficult disputes often come from the mechanics of ordering and performance. The table below turns a draft into a decision list. It is a negotiation tool, not a statement that every item is mandatory in every distribution relationship.

In particular, identify which document controls if a framework, quotation, purchase-order acknowledgement and distributor terms conflict. A list of “standard terms” attached after negotiations can reverse the agreed allocation of risk. Version the annexes and make the order of precedence deliberate. Where Romanian law governs, Article 1202(3) of the Civil Code gives individually negotiated clauses priority over standard clauses. Article 1203 may require express written acceptance of certain unusual standard clauses, depending on the circumstances. Applicable-law, arbitration and jurisdiction clauses must also satisfy the specific formal and substantive requirements of the applicable international, EU and national rules.

For payment terms, consider Law no. 72/2013 where it applies. Article 5(1) uses 60 calendar days as the general B2B maximum, subject to an expressly agreed longer term that is not abusive under the detailed provisions of the Law. Articles 3 and 4 address when late-payment interest accrues and the applicable statutory interest where no rate was agreed. Discuss credit limits, advance payment, a bank guarantee or a carefully documented retention-of-title arrangement when the distributor carries substantial stock. A retention-of-title clause needs a separate review of identification, applicable property and security rules, third-party effect and insolvency exposure. Check the chosen law and cross-border enforceability before relying on a form clause.

Who handles product compliance, complaints and recalls?

Allocate operational tasks in the agreement, but first establish each party’s legal role in the supply chain. A contract cannot remove duties imposed directly by applicable product law.

For consumer products within its scope, Regulation (EU) 2023/988 on general product safety, applicable from 13 December 2024, imposes obligations on manufacturers, importers and distributors. A Romanian business established in the EU that places a product from a third country on the EU market may be an importer even if the commercial agreement calls it a distributor; simply reselling goods already placed on that market does not automatically give it that role. Whether the Romanian business is an importer depends on the applicable definition and the actual supply-chain arrangements, including who places the product on the Union market and who is identified in the relevant import and compliance documentation. A business that markets a product under its own name or trademark, or substantially modifies it, may assume manufacturer obligations. Article 16 requires an economic operator established in the EU to be responsible for specified tasks for products covered by the Regulation. Products intended exclusively for professional or industrial use require their own regulatory assessment, but goods reasonably foreseeable for consumer use can fall within the GPSR even if also sold to professionals. Sector-specific legislation may also apply. The contract should identify the entity responsible for relevant product documentation, language of instructions, traceability, handling a safety alert, notifying the other side and contacting authorities when legally required.

The distributor needs a reliable path to escalate complaints and stop affected stock from moving while facts are checked. The supplier needs batch, shipment and customer information sufficient to trace affected products, subject to the applicable law and the information actually held by the parties. Agree who controls consumer-facing statements and who pays for transport, inspection, replacement or a recall when responsibility is established. Financial indemnities and insurance should be tested against the actual legal roles and the available cover, not inserted as a blanket promise that one party will absorb every event.

For non-safety complaints, specify the first response owner, the evidence record and the approval path for customer communications. If the Romanian seller is approached by ANPC or a competent sector-specific market-surveillance authority, the contract should support prompt access to product and transaction records and identify who coordinates any legally required notification or corrective measure. If an actual contravention report is issued, our guide to challenging an ANPC fine addresses that separate sanction stage.

How should the contract handle the brand and customer information?

A distributor needs permission to present the products, but that does not require ownership of the supplier’s trademark or unrestricted use of brand assets. Specify permitted marks, approved materials, translations, domain names, social accounts, quality controls and who may register or renew a local domain. Prohibit registration of the supplier’s trademark in the distributor’s own name without express consent, and agree how control of local domains and accounts is transferred at exit. Describe what happens to signs, listings and marketing assets on termination. A local distributor should not be left with an unclear right to keep using a supplier’s mark after the appointment ends.

Customer data deserves its own practical map. If each business decides independently why and how it processes personal data, an automatic “processor” label is unreliable. If one party processes information on the other’s documented instructions, a data-processing agreement may be required under Article 28 of the GDPR. If the parties jointly determine purposes and means, Article 26 may require a joint-controller arrangement instead. Transfers of personal data to a country outside the EEA require a separate Chapter V analysis where applicable. Determine which company collects the customer’s details, who sends marketing, who keeps complaint and warranty records, whether information crosses borders and what may be transferred at exit. The site’s data-processing agreement guide covers the role distinction in more detail.

A customer list is also a commercial asset. Define access to leads generated by the supplier and those developed by the distributor, and the rights to use them after termination. This needs to fit competition, confidentiality, data-protection and actual customer-contract arrangements. A contractual claim to “own all Romanian customers” is too crude to answer any of those questions.

What must be agreed about duration and exit?

State the term, renewal process, notice route, breach remedies and the fate of accepted orders and inventory. The supplier’s right to appoint someone else after exit is only useful if the transition can be carried out in practice.

A fixed term may support launch investment, but management should see the renewal and break points on a calendar. An indefinite-term arrangement requires a different notice analysis. Under Article 1277 of the Romanian Civil Code, either party may unilaterally end an indefinite-term contract with reasonable notice. Reasonableness depends on the relationship, its duration, investment, replacement arrangements and the practical transition; there is no universal 30-day rule. Article 1277 treats a contrary clause, or a payment required merely in exchange for exercising that withdrawal right, as unwritten. This does not erase accrued invoices, accepted orders or liability for a separate breach. Article 1276 regulates the exercise of a contractual or statutory right of unilateral withdrawal (denunțare unilaterală) where such a right exists; it does not give either party a general right to abandon a fixed-term contract.

The contract should also say what constitutes a serious breach, whether a cure opportunity applies, where notices must be sent and when they are effective. Under Romanian law, breach-based termination (reziliere) and its notice mechanics should be distinguished from unilateral withdrawal; Articles 1550–1553 of the Civil Code address available routes and express termination clauses (pacte comisorii). An Article 1553 clause should identify the obligations whose non-performance triggers termination and should state whether termination operates automatically or requires notice, subject to the Civil Code and the wording of the clause. Rights must be exercised in good faith under Articles 15 and 1170. A negotiated penalty or damages clause needs its own assessment rather than being treated as a fee for exercising Article 1277. The supplier should plan for accepted orders, returns, spare parts, warranties, prepaid promotions, demonstration stock, tooling, customer communications and the removal of its branding. The distributor may need an orderly stock solution rather than an abrupt write-off; the supplier may need protection against damaged or obsolete inventory being returned at full price.

An independent distributor has no automatic Romanian statutory goodwill indemnity equivalent to the agency indemnity in Article 2091. A genuine agency relationship may engage that rule only if its conditions are met, subject to its statutory cap; an “independent distributor” label will not resolve a different factual arrangement. The parties may negotiate stock buy-back, transition payments or other exit arrangements expressly; a separate claim based on breach or abusive exercise of rights depends on its own facts and legal basis. The classification and governing law require a document-specific assessment. Our separate supplier contract exit guide explains early termination routes after a relationship is already underway.

Which law and court will govern a cross-border dispute?

Choose governing law and the dispute forum deliberately. Under Rome I Regulation, Article 3, the parties can generally choose the law applicable to contractual obligations. If they make no effective choice, Article 4(1)(f) provides a specific connecting rule for a distribution contract: the law of the country of the distributor’s habitual residence. For a company, Article 19 generally locates habitual residence at its central administration, with a branch-related rule in specified cases; classification and Article 4(3) may displace the default if the contract is manifestly more closely connected with another country. Rome I also preserves the role of overriding mandatory provisions in Article 9 and, in the intra-EU circumstances covered by Article 3(4), EU rules that cannot be derogated from. A Romanian distributor may therefore bring Romanian law into the analysis even when the supplier’s template assumes its home law will apply by default.

The chosen law does not by itself decide which court hears a dispute. An EU cross-border jurisdiction clause should be assessed under Regulation (EU) 1215/2012, including Article 25 where applicable. A jurisdiction agreement must meet Article 25’s consent and form requirements, which include writing or an equivalent electronic communication providing a durable record. Article 25 does not require a general factual connection between the selected Member State court and the parties. Exclusive jurisdiction rules and other applicable limits still require checking. Without an effective choice, Article 7(1)(b) may be relevant to the place of performance; the Court of Justice’s Corman-Collins judgment (C-9/12) treated a distribution arrangement involving characteristic distribution obligations as a supply of services for the predecessor rule. That classification depends on characteristic obligations in the actual agreement; the place of performance must be established on its facts. Arbitration has a different framework. Consider where the distributor’s assets and records are, where performance occurs, language and evidence costs, and how a judgment or award would be enforced. The choice of foreign law cannot simply switch off overriding mandatory rules or EU competition provisions that apply to conduct in the market.

When does monthly legal support make sense?

A single distribution appointment may be handled as a defined drafting or review matter. Ongoing counsel is more useful where the supplier repeatedly appoints dealers, changes pricing and marketing programmes, adds product lines, reviews exclusivity targets or manages several customer and compliance escalations in Romania. The recurring work might include contract amendments, order-term consistency, brand-use approvals and a response process for product complaints. It should have a named business owner and an agreed scope, not an assumption that every dispute and authority proceeding is included.

Atrium’s monthly legal support for companies can be discussed once the expected volume and type of work are clear. The first step remains the concrete contract in front of management. It can reveal whether the business needs one negotiated agreement, a reusable set of distributor terms or continuing assistance across several relationships.

What should management send for a first review?

Start with a short description of the products, the intended Romanian territory and the proposed local partner. Attach or identify the current agreement and annexes, price and rebate schedule, distribution plan, product-compliance documents available for review and any existing customer or online-channel commitments. Note the proposed signing date and the issues that are still disputed. If some files are confidential or too large for the initial enquiry, describe them first and agree a suitable transfer route.

A lawyer’s first review can then identify whether the appointment is really distribution, map mandatory and negotiable issues, mark clauses that conflict with the commercial model and identify a small number of decisions for the supplier. The work product may be a clause mark-up, a negotiation matrix and an implementation note on notices, sales-channel controls and product responsibilities. This is a scope to agree, not a promise about the distributor’s acceptance or the outcome of negotiations.

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Consumer protection · Company response

A consumer has complained to Romania’s National Authority for Consumer Protection (ANPC) about your business. Management needs to decide what to send, what to correct and who will own the response before a customer dispute becomes a broader inspection issue.

What exactly has your business received?

The company’s first decision depends on the document. A consumer allegation, an ANPC request, an inspection record and a sanction report trigger different work and potentially different procedures.

Ask the recipient to forward the full email or letter, not a screenshot of one paragraph. Record the sender, registration number, addressee, attachments, time of receipt, request made and any stated reply date. Check whether the authority asks for a written position, supporting documents, access during a control or implementation of a measure. If the letter refers to an earlier complaint, locate the original customer correspondence and the identity of the legal entity that sold the product or service.

Some complaints concern an online sale by one group company while delivery, repair or a shop interaction was handled by another. Do not let an internal allocation problem produce an inaccurate answer to ANPC. Establish which company contracted with the customer, which entity issued the invoice and who made the challenged representation. A marketplace may need to distinguish its own customer obligations from those of a third-party trader without assuming the platform has no exposure. If the disputed sale took place online, review the website, marketplace and customer-facing terms alongside the actual transaction.

What should be preserved before responding?

Preserve the original record of the transaction and the customer-facing representation. An e-commerce listing or promotion can change after a complaint; an offer’s wording may differ between the webpage, checkout, order confirmation and invoice. Keep dated captures, content-version history if available, terms and conditions applicable when the order was placed, campaign rules, payment and delivery records, support tickets, warranty documents, repair diagnostics and return tracking. Note who collected each item and when.

Preservation does not prevent a lawful correction. If the business finds a misleading product description or a genuine service failure, make an appropriate operational change and document when and why it was made. Keep the prior version. Do not overwrite records to make a later response look consistent with a webpage or procedure that was different at the time. Avoid sending a large undifferentiated export containing unrelated customers’ personal data; identify the information necessary to answer the specific allegation and handle it securely.

Interview the staff involved separately where memories matter. An informal customer-service note may explain what happened but should not be converted into a definitive factual claim without checking the order history. If the consumer supplied photographs or technical material, retain those in the same chronology. The response file needs both favourable and adverse documents: counsel can assess the position only if gaps and discrepancies are visible.

Which legal issue is the complaint really about?

Classify the allegation before choosing a remedy. Product conformity, withdrawal from a distance sale, misleading commercial claims and the wording of consumer terms are different legal questions.

For defective goods sold to consumers, Emergency Ordinance no. 140/2021 governs conformity and associated remedies within its scope. Its transitional rule applies its provisions to contracts concluded after 1 January 2022; for an older transaction, establish the contract date and the legal regime applicable to it rather than applying today’s remedies retrospectively. Compare what was promised, when the goods were delivered, the reported defect, inspections or repairs already undertaken and what remedy was requested. Do not treat a manufacturer’s voluntary commercial guarantee as if it replaced the seller’s statutory obligations.

Where a complaint concerns a consumer-facing app, downloadable content or digital service, consider Emergency Ordinance no. 141/2021 on digital content and services. A good with integrated digital elements may fall under the goods regime instead; identify the actual contract, product and statutory exclusions before selecting a response.

For a distance or off-premises contract, Emergency Ordinance no. 34/2014 addresses pre-contract information and withdrawal rights, subject to its scope and exceptions. A customer’s request to withdraw can be different from an allegation that the goods are defective. The familiar 14-day period is neither a universal return right for every purchase nor the deadline for replying to every ANPC request; in specified circumstances the withdrawal period and its calculation differ.

Where the complaint concerns a discount, product availability, service claim or cancellation statement, Law no. 363/2007 on unfair commercial practices may matter. Assess the law as amended, including changes arising from the Omnibus transposition, against the date and presentation of the campaign. Capture the mobile display, previous-price claim where relevant and checkout path, not merely the internal campaign brief.

Government Ordinance no. 21/1992 on consumer protection is a foundational instrument for this review. Article 7 sets out obligations of economic operators concerning products and services; Article 18 requires complete, correct and precise information about essential characteristics. Articles 50 and 51 address contraventions, while Articles 55 and 56 provide for distinct protective measures and complementary sanctions in specified conditions. A missing consumer-facing disclosure, an unsafe product and a refusal to cooperate call for different evidence and legal analysis. Identify the exact statutory provision cited by ANPC rather than treating “consumer complaint” as one offence. Sector-specific and product-safety rules may also apply.

How should the company organise its reply to ANPC?

Give one coordinator control of the response, with a factual owner for each question. The customer-service team can assemble order history; the website team can preserve publication history; operations can verify deliveries and repair handling; legal counsel can test the legal basis and draft the authority-facing position. A single chronology and document index reduces the risk that several people send inconsistent explanations. ANPC also publishes its official legislation and consumer-complaint procedures; check the current procedural material together with the request actually sent to your company.

Structure the reply around the authority’s numbered questions, where provided. Identify the legal entity, the transaction, what the business can establish from contemporaneous evidence, what it disputes and what remedial action has actually been completed. Cite an attachment against each material statement. State uncertainty honestly if an event cannot be reconstructed. Ask for clarification through the appropriate channel when the request is materially unclear, while separately protecting any stated deadline.

Separate a response to the consumer from a response to the authority. A goodwill refund may resolve a commercial dispute, but it does not automatically determine whether an earlier advertised claim complied with the law. Conversely, challenging an allegation should not prevent a company from correcting a genuine error. Avoid telling ANPC that the customer “accepted” a resolution without evidence of what was offered and accepted. Preserve proof that the reply was filed or received by the authority.

A consumer’s petition to ANPC and the business’s response to an ANPC request run on different clocks. Government Ordinance no. 27/2002 on petitions governs the public authority’s handling and response to petitioners; its general 30-day authority response period is not a default 30-day deadline for the company. Read the request’s actual instructions and any applicable special rule. Failure to provide records under a lawful inspection request or obstruction of authorised staff can itself have consequences under Article 51(1) of OG no. 21/1992. Failure to implement measures ordered by the authority within the applicable deadline may constitute a separate infringement where the applicable legislation so provides. The legal basis should be verified against the specific act communicated to the company. Classify the conduct and the instrument; mere delay should not automatically be described as obstruction.

Business response map: evidence, decision and owner

This map is an internal decision tool. It does not replace the specific requests in the ANPC document or the terms of a particular customer contract.

What can Atrium deliver on a defined complaint mandate?

A useful instruction produces a decision file rather than a long generic memo. Depending on the documents and scope agreed with the company, Atrium can review the ANPC correspondence and consumer transaction, map the allegations to the relevant statutory and contractual obligations, identify missing evidence, draft or review the authority-facing response and coordinate the position with the business team. Where a measure or sanction has already been issued, the instruction may need to expand to a separate assessment through administrative and regulatory dispute counsel.

The deliverable can include a response chronology, an indexed attachment set, a legal-issue matrix, a draft submission for the company’s approval and a short operational correction list. Those are examples of work to scope, not promises about a particular inspection or decision. The facts remain with the company; counsel should not attest to a warehouse check, repair or customer conversation that was never verified by a responsible employee.

At intake, send the authority’s complete message and annexes, the date received, the customer’s complaint, the relevant order or contract, existing proposed reply and the next internal decision deadline. If a safety concern, broad campaign issue or multiple similar complaints is involved, say so at the outset. These facts can change both the urgency and the legal work required.

Can the customer dispute be resolved outside ANPC proceedings?

Direct resolution may still matter even when ANPC has been contacted. Where a consumer dispute has not been resolved following a direct complaint to the trader, Article 25 of OG no. 38/2015 on alternative dispute resolution (SAL) may require the consumer to be informed about the possibility of using a competent ADR/SAL entity on paper or another durable medium. Additional information obligations may apply where the trader has committed to using ADR procedures. Keep the consumer’s complaint, the offer made and the information provided distinct from any submission to ANPC. Do not rely automatically on a historical EU ODR platform link. Verify the current ADR/SAL framework and the available dispute-resolution bodies before providing information to consumers.

What if consumer complaints recur?

For a single live complaint, start with that file. If similar questions recur across products, stores or marketing campaigns, the company may also benefit from a consistent internal process: customer service records the facts, commercial teams own the proposed remedy, and legal counsel reviews unusual cases and sensitive authority correspondence. Keep dated versions of offers and terms so the next response can be built from evidence already available.

The arrangement can be discussed when there is enough information about the monthly workload. Atrium’s ongoing legal support for companies is one possible route; the scope, responsible contacts and any authority or court work would be agreed separately. There is no need to choose a plan before we understand the immediate matter.

Can ANPC require action that affects sales or services?

Yes, where the facts and statutory conditions support it. Article 55 of OG no. 21/1992 may allow certain consumer-protection measures in the circumstances expressly provided by law. Depending on the case, these include the definitive cessation of sales and withdrawal from the consumption circuit of specified products, or the temporary cessation of services or product sales pending remediation. Article 56 provides for separate complementary sanctions, subject to its statutory conditions; these may concern the operation of a unit or an authorisation. Other applicable sectoral provisions may supply a different power.

For management, a product or service restriction needs its own workstream: identify the affected goods, batches, listing or premises; secure the exact act, annexes and proof of service; stop the prohibited conduct when the measure requires it; preserve pre-correction evidence; and record the remediation owner and any stated deadline. A withdrawal from circulation is not interchangeable with a temporary sales pause. Review the legal basis, scope and challenge route of each act with counsel. The consumer complaint itself is not an order to close the business.

What if the complaint leads to a fine or an operational measure?

A consumer complaint can lead to a control, but the authority’s eventual documents must be examined on their own terms. A contravention report, any complementary sanction and a separate operational measure should be listed individually with their legal basis, service date, required action and review route. Under Government Ordinance no. 2/2001, a contravention complaint generally has a 15-day period from handover or communication of the report. A contravention complaint should be filed within the period provided by OG no. 2/2001 before the competent judecătorie determined under Article 32 and any applicable special rule. Territorial competence should be verified against the current version of the legislation. Article 28 generally permits payment of half the statutory minimum fine within 15 days of receiving the report; verify the particular offence and report before paying. Payment does not itself resolve a distinct operational measure or prevent a timely court complaint. The customer’s original complaint is not a court filing, and not every operational instruction follows the ordinary fine-appeal route.

The effect of a contravention complaint on any separate protective measure, operational restriction or complementary sanction should be assessed independently. A challenge to a fine does not automatically mean that every related measure is suspended in the same way.

Preserve the earlier response file even after corrective actions. The same archived webpage and transaction chronology may be needed to assess the sanction, while later changes document remediation. If the authority restricts sales or imposes a separate measure, get advice on that instrument promptly rather than assuming a challenge to the fine suspends everything. Our separate guide to challenging an ANPC fine

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Romanian employment law · Employer inspection guide

An ITM inspection can begin with an unannounced workplace visit, a targeted request for records, a worker complaint or a safety incident. An employer needs an accurate picture of who is working, on what terms, when and where, and a controlled way to produce the records that support that picture.

What can the Romanian Labour Inspectorate inspect?

ITM, the territorial labour inspectorate, may inspect employment relations and occupational safety and health. The scope of a particular visit is determined by the inspectors’ mandate and the facts under examination.

Law no. 108/1999 on the Labour Inspection gives labour inspectors powers to enter employers’ premises and workplaces without prior notice, identify persons found there, request information and relevant documents, obtain copies and written statements, order corrective measures and impose contravention sanctions within their competence. Under Article 19(k), stopping an activity or work equipment is tied to a finding of serious and imminent danger of an accident or occupational illness, under the conditions provided by occupational health and safety legislation. A business should therefore be prepared even when no formal appointment has been made.

An inspection of employment relations typically looks at the written employment contracts, transmitted employee-register data, actual working hours, pay, leave and the people physically carrying out work. A safety inspection may concentrate on risk assessments, preventive arrangements, training, equipment, occupational health and an accident record. A visit can cover both strands. It is useful to ask the inspectors to identify the topics and period under review, while ensuring the company cooperates with a lawful inspection.

The relevant framework includes the Romanian Labour Code, Law no. 53/2003, the REGES-ONLINE rules in Government Decision no. 295/2025 and, for safety matters, Law no. 319/2006 on occupational safety and health with its implementing rules in Government Decision no. 1425/2006. Sector-specific requirements may add another layer.

Which inspection route is the company facing?

Identify the immediate trigger before assembling a large and unfocused folder. The four common starting points below call for different first documents and operational contacts; the selection is a planning aid, not a legal classification of the inspection.

What should an employer do during the first hours?

Cooperate, preserve evidence and centralise communications. A written record of the inspection is often as important as the document bundle itself.

Confirm the inspection team and assign a coordinator

Ask to see official identification and record the inspectors’ names, territorial office and arrival time. Inform a designated HR or legal coordinator and, where needed, the site manager or occupational safety specialist. One coordinator should track requests and answers so that different departments do not give contradictory versions of the same fact. The inspection can lawfully be unannounced; an employer cannot insist on a prior appointment as a condition of access.

Preserve the original records and document lawful corrections

Export or make a reliable copy of the register extracts, employment files, attendance logs and relevant correspondence as they stood when the inspection began, before routine systems overwrite them. Preserve creation dates and version history where available. Subsequent corrections remain possible when the applicable law and system procedure permit them; record the reason, supporting document, operator and date, while retaining the original state. If records are held by a payroll provider, an outsourced HR service or a group company abroad, identify who can retrieve them promptly. A missing file at the moment of the visit and a document that never existed are different factual problems; neither is solved by backdating paperwork.

Log questions, interviews and handovers

Record which persons were present, what period the inspectors asked about, which copies were provided and when. Inspectors have statutory powers to seek statements and information from workers. Do not instruct employees to provide a prepared answer or interfere with an interview. If a factual explanation requires access to a record, say so and identify when that record can be produced. For a digital handover, use a secure, documented method and retain an identical copy of the submission.

During an accident or an imminent safety risk, protective obligations have priority. Law no. 319/2006 requires employers to provide relevant records and explanations and implement measures ordered by inspectors. Its special rule on preserving the state of a fatal or collective accident must be read with the exceptions for preventing further accidents or protecting lives. The applicable reporting, investigation and preservation rules depend on the event; involve the responsible specialist immediately.

Which documents does ITM commonly request?

The request depends on the inspection. A company should maintain a current internal index showing who holds each document, which entity it belongs to and how it can be retrieved. This map helps HR, payroll, operations and the safety team answer the same question consistently.

Keep the request itself next to the response map. A worker complaint about wages may not require every safety record, while a machine incident may put risk assessments and equipment controls first. Where an inspector lawfully requests further relevant documents, update the map and preserve a copy of each additional handover.

What changed with REGES-ONLINE in 2026?

The current employee-register workflow is REGES-ONLINE under Government Decision no. 295/2025. Employers should inspect the data and operation history in the current system rather than rely on an old Revisal-only checklist.

The new decision governs recording and transmitting employment-contract data, changes, suspensions and endings through REGES-ONLINE. Emergency Ordinance no. 46/2025 extended certain transition obligations to 31 December 2025. In a 2026 inspection, check the position under the current rules and the employer’s actual transition history; do not assume every historical field was due on the same day or that an old export by itself demonstrates compliance.

The Labour Inspectorate’s own employer extract guidance explains how to generate a report listing registered employees, while its employer journal guidance covers recorded actions over a chosen period. A useful inspection pack therefore includes the current extract, relevant history and the signed source documents that explain the entries. The journal is an audit aid, not a substitute for the underlying contract or evidence of work actually performed.

For every person in the inspected sample, compare the contractual start, location, duration, schedule and salary terms with the register’s entries and effective dates. Compare suspension or termination records with the underlying decisions and with the person’s actual site or system access. If an inconsistency appears, preserve the original records, identify the cause and use the lawful correction route with an auditable explanation. Quietly editing the system after an inspector has asked for evidence can make the chronology harder to establish.

Outsourcing entry or payroll work does not remove the employer’s need to understand its own records. Confirm who holds administrator access, who approved each transmission and how the company receives proof of submission. A foreign parent company may run a central HR platform, but the Romanian employing entity still needs to produce the records relevant to its workforce.

Where do inspections most often become legally sensitive?

Undeclared work and the first day of employment

The Labour Code requires the written employment contract to be concluded and the required register data to be transmitted no later than the day before the employee starts work. Article 15¹ of the Labour Code defines several forms of undeclared work, including work without the written contract, work before the required register transmission, work performed during suspension and work by a part-time employee beyond the contractual duration of working time, subject to the statutory exception. These are distinct factual routes. The company should identify which route is actually alleged instead of answering only with a signed contract.

Temporary workers, contractors, agency personnel, trainees and visitors should be identified accurately on site. A services invoice does not alone decide whether a natural person is working in a genuinely independent capacity. Our employee versus contractor guide explains the wider classification issue. If a person works for another employer, retain the arrangement and identify the actual employer and the basis for work at this site.

Hours, rest and part-time schedules

Under Article 119 of the Labour Code, employers keep daily records of each employee’s working time, with the start and end of the programme, and make them available to inspectors. The statute contains rules about how records can be agreed for mobile and home-based workers; verify the actual arrangement and the version of the law applicable to the period examined. A monthly total without a credible daily basis may leave an important evidential gap.

Compare rosters, customer service logs, access systems and manager approvals with the time record. If shifts were exchanged or remote work changed the place and timing of work, keep the underlying approval. For part-time employees, distinguish a changed schedule from work exceeding the contracted duration: Article 15¹ addresses the latter, with a statutory exception. Overtime, rest days and annual leave also need a coherent record; avoid assuming a fixed salary automatically resolves all working-time questions.

Pay, leave and personnel files

Payroll must be traced to the applicable contractual terms and actual period worked. A payroll export can show calculation; payment evidence shows whether and when sums were transferred. Leave approvals and balances explain absence, but an employee who is shown as absent in one system and working in another requires a factual investigation. Preserve the relevant records before changing the entry, and document any correction as a correction.

Occupational safety and health

Law no. 319/2006 places preventive duties on employers, including measures adapted to the risks of the actual workplace. The implementing rules address the organisation of prevention and protection, training and related documentation. A signed generic training sheet is weak evidence if the instruction did not address the equipment or tasks in use. Review risk assessments, worker training, designated responsibilities, protective equipment, health surveillance and incident evidence in the context of the site being inspected.

Can undeclared work stop activity at the inspected workplace?

Undeclared-work risk: Under Article 260(4) of the Romanian Labour Code, an inspector orders the cessation of activity at the inspected workplace when one of the contraventions in Article 260(1)(e)–(e²) is established: receiving someone to work without an employment contract, without the required prior transmission to the employee register, or while their contract is suspended. This is a separate measure from stopping dangerous activity under workplace safety legislation. Under Article 260(5), activity may resume only after the employer meets the statutory conditions, including payment of the fine as required by law, remedying the relevant employment or register deficiency and presenting proof of payment of the applicable social contributions and income tax for the undeclared-work period. Resuming activity in breach of these conditions constitutes a criminal offence under Article 260(6). The excess-hours breach involving a part-time contract under Article 260(1)(e³) is not listed in Article 260(4). Identify each worker and complete the written contract and required register transmission no later than the day before work starts.

Can an employer refuse a document request or limit access?

Labour inspectors have broad statutory powers under Law no. 108/1999, including the powers listed in Article 19, and the inspected entity must provide documents and information necessary for the control. Commercial confidentiality alone is not an automatic reason to refuse a relevant lawful request. At the same time, the GDPR’s data-minimisation principle continues to apply to the employer’s handling of personal data. Clarify the requested employees, period and purpose, use a secure handover and restrict unnecessary circulation inside the company.

Where a document contains unrelated personal details, consider whether a partial redaction or a narrower extract is legally appropriate without obscuring information the inspector is entitled to examine. Explain any proposed redaction and be ready to supply the relevant unredacted material if lawfully required. Do not anonymise employee identity, hours or other facts central to the control merely because they are personal data. If the request is ambiguous or unusually broad, seek clarification promptly and document the response rather than silently withholding relevant evidence.

Keep a copy of every file supplied, the version date, the recipient and the delivery method. If an original is taken or a copy certified, retain the acknowledgment. A parent company or external adviser may help prepare the response, but inspectors may still require information from management or workers on site. Employee statements should be allowed to proceed without intimidation, retaliation or a fabricated script.

Legal counsel can help formulate an accurate response to a disputed factual allegation while the inspection continues. The employer should correct an immediately dangerous condition and meet an applicable remedial deadline even if it disagrees with a legal conclusion. Keep remedial action separate from any admission about what happened previously.

What happens after the inspection?

Read every document delivered by ITM as a separate instrument. Identify factual findings, legal provisions, required measures, proof of communication and the available response route.

At the close of the visit or afterwards, the company may receive a proces-verbal de control (control report) recording findings and mandatory corrective measures, sometimes with an annex or plan of measures and specified deadlines. A separate proces-verbal de constatare și sancționare a contravenției records an alleged contravention and its warning or fine. Occupational safety and health controls may generate their own findings and measures, including an order concerning dangerous activity or equipment where the statutory conditions are met. The Labour Inspectorate’s control guidance distinguishes the control report from the contravention report. Create a document register with the date of handover or communication, a responsible person, the deadline stated and the evidence needed to answer each finding.

Start with the factual allegations. Which worker, location, date, period and underlying record are at issue? Then check the cited legal provision and whether the available evidence supports that characterization. A procedural defect can matter, but not every typographical error invalidates a report. A sound review considers both formal requirements and the substance of the finding, the sanction’s proportionality and any applicable special statutory rules.

For a contravention report, Article 31 of Government Ordinance no. 2/2001 generally provides 15 days from handover or communication for a complaint. Confirm the starting date from the actual service evidence. Territorial jurisdiction and the effect of a complaint should be checked against the current Article 32 and any special law relevant to the alleged infringement. Do not conflate that procedural route with a separate order requiring correction or stopping an unsafe activity.

Does a control measure follow the same challenge route as an ITM fine?

No. Article 20(3) of Law no. 108/1999 directs challenges against contravention reports to the procedure under Government Ordinance no. 2/2001. Article 20(2) provides that challenges against acts of an administrative nature issued by labour inspectors are resolved under Law no. 554/2004 on administrative litigation. Whether a particular measure can be challenged separately under that law depends on its legal nature and effects. A mandatory measure in a control report may therefore require an administrative-law analysis, including whether the particular measure is an administrative act, whether a prior complaint is needed and which filing and court deadlines apply. Its wording, legal basis and effect must be assessed individually.

A challenge to a control report or measure does not, by itself, suspend its mandatory obligations, unless the applicable law or a court order provides otherwise. If immediate compliance would cause a serious dispute or operational impact, examine the separate conditions for interim relief under administrative law while managing safety and remediation obligations. Do not apply the 15-day contravention deadline or the procedural effects of a fine complaint automatically to every measure in the control report.

If the company accepts a factual deficiency, assign the corrective work, preserve evidence of the fix and answer the authority by the specified deadline where required. If it disputes the allegation, collect contemporaneous documents and record who can explain them. A business may need to comply operationally while evaluating a challenge. Paying a fine, lodging a complaint and completing a corrective measure can have different consequences; decide from the exact papers, not from a generic template.

What should go into an ITM defence and compliance file?

Keep a single indexed file that can support a legal assessment and a practical remediation plan. The buttons below are a local planning aid: they do not upload or save company information.

Click each card as the file is assembled.

• ✓Inspection request, inspector details, attendance and handover log.
• ✓Signed employment contracts, addenda and source decisions.
• ✓REGES-ONLINE extract, relevant journal and transmission evidence.
• ✓Daily time records, rosters and supporting access or work logs.
• ✓Payroll calculations, payment evidence and leave records.
• ✓Site-specific safety assessment, training and incident records.
• ✓ITM reports, measures, service evidence and deadline calendar.
• ✓Correction evidence, authority correspondence and response decision.

Not every record is required in every inspection, and a complete defence may need documents not listed here. Match the file to the authority’s precise allegations. Organise a chronology of the employee’s actual work, changes and communications; record the source and custodian of each document. If a witness has first-hand knowledge of an event, preserve their account without coaching or changing it to fit a theory of the case.

How can management prepare before the next visit?

A short internal audit is more useful than a generic binder assembled on the day of control. Sample a few active employees, a recent starter, a part-time worker, a person with a suspension or amendment and, where relevant, an external worker present on site. For each person, trace the signed agreement to the register, the actual hours, payroll and site access. The purpose is to identify a mismatch while the underlying evidence is still available.

Set a clear process for pre-start onboarding: conclude the written contract and transmit the required register data no later than the day before work starts. Manage schedule approvals, working-time records and subsequent REGES-ONLINE updates within their applicable deadlines. Verify that the manager who knows the operational facts can communicate them to HR, and that the service provider responsible for transmission can produce a reliable audit trail. In multi-site or foreign-owned groups, specify which legal entity employs each person and who owns the local compliance task.

For safety, inspect the workplace rather than relying only on forms: compare the risk assessment and training record with tasks and equipment in use. Assign a named person to keep preventive documentation current and to escalate incidents. Follow up on prior ITM measures with dated proof of implementation. Repeat the sample periodically, particularly after opening a new site, changing shifts, adopting a new HR system or bringing in a new labour supplier.

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AI Notice: AI-assisted content, reviewed by a qualified Romanian lawyer.