Romanian Supplier Proposes New General Terms: Review Before the Next Order
Commercial contracts · Supplier terms · Romania
In brief: Where Romanian domestic contract law governs the relevant issue, a supplier’s revised general terms do not automatically amend an existing contract, but they may become relevant through a valid contractual update mechanism, an agreed amendment or the formation of a new order contract.
Before placing the next order, compare the revised terms with the existing agreement and both parties’ standard terms, and if you reject the changes, say so clearly without assuming that a reservation alone obliges the supplier to accept new orders on the previous terms.
Check how a later order or portal click could be read as acceptance, and which liability, suspension, termination, renewal, governing-law and dispute clauses require express written acceptance or a separate cross-border assessment.
A Romanian supplier sends a short email announcing updated general terms of sale “effective from next month”, often with a line saying that any order placed after that date means acceptance.
For a foreign buyer or its Romanian subsidiary, the real question is not whether the new document is fair in the abstract, but which terms will govern the next order and the orders already in progress.
This guide is written for procurement managers, general counsel and finance teams that buy goods or services from Romanian suppliers under a framework agreement, a series of purchase orders or a mix of both.
It concerns ordinary private B2B supply relationships, while consumer contracts, public procurement and sector-regulated arrangements may require a different analysis.
If you are still negotiating the underlying arrangement, our guide to negotiating a supplier framework agreement in Romania covers order mechanics and document hierarchy from the start.
Do the new general terms bind you automatically?
Under Article 1270 (forța obligatorie, binding force) of the Romanian Civil Code on the official legislation portal, a validly concluded contract has the force of law between the parties and is modified or ended only by their agreement or for causes authorised by law.
That rule protects the terms and obligations already agreed for accepted orders and under an existing framework, subject to its scope, any valid adjustment mechanism and matters the parties left to subsequent agreement.
The analysis changes in three common situations: the framework contains a valid update mechanism, each order forms a separate contract, or the buyer’s conduct may establish acceptance of the revised terms.
The first step is therefore to identify which of these situations you are in before reading the new terms clause by clause.
When the framework contains an amendment clause
Many supplier templates reserve a right to update general terms or price lists by notice, sometimes with a right for the buyer to terminate if it disagrees.
Read that clause carefully, because its scope, notice period, effective date and effect on accepted orders decide how much the new document can actually change.
Do not assume that a right to update “operational” terms extends to liability caps, payment periods or the dispute-resolution forum.
Its scope depends on the wording, the contractual context and the applicable interpretation rules, while liability and dispute clauses may require additional checks.
Where the amendment clause was itself a non-negotiated standard clause, also check how it was incorporated into the signed contract and whether any part of it falls within the unusual clauses discussed below.
When each order is a new contract
If you buy through stand-alone purchase orders with no overarching signed agreement, each order and its acceptance can form a fresh contract.
In that structure, the supplier can legitimately propose new terms for future orders, and the question becomes whether those terms were validly incorporated into the next contract.
Under Article 1197 (acceptarea necorespunzătoare, non-conforming acceptance), a response that contains modifications or additions not corresponding to the offer is not an acceptance and may, depending on the circumstances, be treated as a counteroffer.
An order confirmation sent back with new general terms attached can therefore shift the negotiation rather than simply confirm your order.
| What you received | What it may mean | What to check first |
|---|---|---|
| Email announcing new terms from a future date. | It is usually a proposal to change the relationship, not a change already in force. | Check whether the signed agreement allows unilateral updates and what it says about accepted orders. |
| Portal or e-procurement pop-up asking you to accept. | A click may be treated as an express act of acceptance by the person clicking. | Check who has portal access, whether that person has authority and which document version the click accepts. |
| Order confirmation with new terms attached. | It may operate as a counteroffer rather than a plain acceptance of your order. | Check whether you reacted, whether goods were then delivered and which terms your order referred to. |
| New terms printed on the invoice. | Terms first appearing after the contract was concluded generally do not change that contract by themselves. | Check whether the same terms were incorporated earlier, for example in a quotation or confirmation. |
| Revised framework agreement for signature. | It is an amendment proposal that binds you only once signed or otherwise accepted. | Check transitional wording for open orders and compare it line by line with the current framework. |
Can silence or the next order count as acceptance?
Under Article 1196 (acceptarea ofertei, acceptance of the offer), any act or conduct of the recipient counts as acceptance if it shows unequivocal agreement with the offer as formulated and reaches the offeror in time.
The same article provides that silence or inaction counts as acceptance only where this results from the law, the parties’ agreement, their established practices, trade usages or other circumstances.
In a long supply relationship, “established practices” is the phrase to watch, because a history of receiving updated terms and continuing to order without objection can support an argument that silence meant consent.
A new order placed after a clear notice that “orders after this date accept the new terms” is not silence, and the supplier may argue that the order itself was the act of acceptance.
There is no automatic rule that every new order accepts every new term, so the answer depends on whether the new terms were effectively communicated, any earlier practice between the parties, whether the order refers to the existing terms and whether the buyer made a reservation.
A written reservation sent before the next order, stating which terms you consider applicable, is useful evidence that you did not accept the new terms, but it is not the only relevant factor.
A reservation also does not, by itself, require the supplier to accept a new order on the previous terms, because the supplier may refuse the order or confirm it only on different terms.
Check the supplier’s response, including its order confirmation and the way the order is then performed, and whether the existing framework obliges it to fulfil that order.
Acceptance inferred from conduct also does not replace the express written acceptance that Article 1203 requires for the clauses it covers.
Operational risk: Purchasing staff often keep ordering through the supplier portal while legal is still reviewing the notice, which can undermine the company’s position before any decision has been taken.
Decision path: from the supplier’s notice to your next order
The path below summarises the questions to answer, in order, before the next order is placed.
Is there a signed framework or contract that already governs your orders?
Yes: Check whether it contains a valid mechanism allowing the supplier to update its terms.
No: Each order may form a new contract, so check how the new terms would be incorporated into it.
Does a valid update mechanism cover the clauses that changed?
Yes: Check its notice period, effective date and treatment of accepted orders.
No: The existing contract changes only with your agreement or on a ground permitted by law.
Are you about to place a new order after the notice?
Yes: If you do not accept the new terms, send a written reservation first and check the supplier’s order confirmation.
No: Silence alone is generally not acceptance, subject to the exceptions in the Civil Code.
Do the new terms contain clauses listed in Article 1203?
Yes: Those standard clauses need express written acceptance, and mandatory limits still apply.
No: Assess them under the general rules on standard clauses and contract formation.
Is the relationship cross-border?
Yes: Check governing law, court jurisdiction, arbitration and the CISG separately.
No: Romanian domestic law will usually frame the analysis.
Decide before ordering.
Choose whether to accept, negotiate, reject and assess continued supply, or plan an exit, and record that decision in writing.
Which terms win if both sides use standard terms?
Romanian law defines standard clauses as stipulations prepared in advance by one party for general and repeated use and included in the contract without negotiation with the other party.
Under Article 1202 (clauze standard, standard clauses), negotiated clauses prevail over standard clauses, so a price, payment period or liability cap you negotiated specifically should survive a conflicting printed term.
Where both parties use standard clauses and do not reach agreement on them, the same article provides that the contract is still concluded on the agreed clauses and on any standard clauses that are common in substance.
Romanian law is generally regarded as adopting a knock-out solution through this provision, under which conflicting standard clauses fall away rather than the last document sent automatically prevailing.
Either party can avoid that result by notifying the other, before the contract is concluded or immediately afterwards, that it does not intend to be bound by such a contract.
Properly communicating your purchasing terms helps establish the contractual record, but a statement that your terms prevail does not automatically make them govern.
Any conflict should be assessed under Article 1202(4), including whether either party gave an effective notice that it did not intend to be bound by the resulting contract.
Which supplier clauses need your express written acceptance?
Under Article 1203 (clauze neuzuale, unusual standard clauses), this applies to standard clauses providing, for the benefit of the party proposing them, a limitation of liability, a right to terminate the contract unilaterally or a right to suspend performance.
It also applies to standard clauses providing, to the detriment of the other party, forfeiture of rights or of the benefit of a time limit, a limited right to raise defences, restrictions on contracting with others, tacit renewal, the governing law, arbitration or a departure from the rules on court jurisdiction.
For this purpose, the unilateral termination category concerns withdrawal or termination for convenience (denunțare unilaterală) and should not be read as automatically covering every clause on termination for breach.
The list is specific, so do not assume that every unfavourable clause is covered, and do not assume that a clause outside the list is automatically valid either.
The law requires acceptance that is express and in writing but does not prescribe a single format, such as a separate signature or initials for each clause.
What matters in practice is evidence of an express and unequivocal written acceptance showing that the buyer knew of the specific clause, which a generic reference to terms “available on request” may not provide.
The safer drafting technique is a written acceptance that clearly identifies the relevant clauses and expressly accepts them.
In electronic workflows, assess the acceptance wording, its attribution to an authorised person and the retained record, rather than assuming that a generic portal click necessarily satisfies the requirement.
Express written acceptance also does not cure a clause that infringes mandatory law, and Article 1355(1) prohibits excluding or limiting liability for pecuniary loss caused intentionally or through gross negligence.
For cross-border contracts, distinguish governing-law clauses from jurisdiction and arbitration agreements, because they follow different rules.
Choice of law is assessed under the Rome I Regulation on the law applicable to contractual obligations, including its rules on consent and validity, while that regulation expressly excludes choice-of-court and arbitration agreements from its scope.
A clause giving jurisdiction to a court of an EU Member State within Article 25 of the Brussels I bis Regulation on jurisdiction and judgments is subject to that provision’s own requirements on agreement and form, which also recognise forms consistent with the parties’ established practices or international trade usages and electronic communications providing a durable record.
The substantive validity of such a clause is assessed under the law of the Member State whose courts are chosen, including that state’s conflict-of-laws rules.
Arbitration agreements require a separate assessment under the applicable arbitration framework, so do not assume that Article 1203 automatically applies, or never applies, to an international dispute clause.
| Clause in the new terms | Why it matters to the buyer | Review point |
|---|---|---|
| Liability cap or exclusion. | It can limit recovery for defects, delays or production stoppages to a token amount. | Compare the cap with order values and realistic losses, check whether express written acceptance is required and apply the mandatory limits on excluding liability. |
| Price adjustment right. | It can let the supplier pass on cost increases to accepted or future orders. | Check which orders it reaches, the trigger, the notice period and your right to refuse or exit. |
| Payment terms and late interest. | Shorter payment periods and higher penalties change working capital and dispute leverage. | Compare with the agreed terms and with the statutory late-payment rules for transactions between professionals. |
| Suspension of deliveries. | It can stop supply over a disputed invoice or a credit-limit decision. | Check the trigger, notice, cure period and whether written acceptance was obtained. |
| Unilateral termination right. | It can end supply without breach and leave you sourcing elsewhere at short notice. | Check notice length, treatment of open orders and whether it is a termination-for-convenience clause within the written-acceptance rule. |
| Retention of title. | It can affect ownership of stock already in your warehouse or production. | Check the wording and how effectiveness against third parties may depend on the type of goods, publicity rules, possession and any insolvency. |
| Governing law and disputes. | It can move disputes to another forum, arbitration or legal system. | Check the current clause, any conflict with your terms, the applicable EU rules on governing law and court jurisdiction, and the separate legal framework for arbitration agreements. |
Clause checker for the new terms
Tick the clauses that appear in the supplier’s new terms to see what to check, whether Article 1203 is engaged and which documents to collect.
No clauses selected.
Documents to collect
This checker organises the points discussed in this guide and does not assess whether a particular clause is valid or enforceable.
What about price increases and changed payment terms?
A supplier’s higher costs do not, by themselves, entitle it to charge more for orders already agreed.
Under Article 1271 (impreviziunea, hardship), parties must perform their obligations even if performance has become more onerous, and court adaptation or termination for hardship is available only under strict statutory conditions, including a good-faith attempt to renegotiate.
Check whether a valid adjustment mechanism in the applicable contractual documents allows a new price list to apply, and establish which prices will govern future orders.
On payment, transactions between professionals are subject to Law no. 72/2013 on combating late payment, which regulates payment periods, late-payment interest and clauses considered abusive towards the creditor.
Article 5(1) of Law no. 72/2013 sets a general 60-calendar-day limit for contractual payment periods between professionals.
By exception, the parties may agree a longer period, provided that the clause is not abusive under Article 12, which addresses gross unfairness to the creditor.
Where the statutory conditions of late payment are met, the creditor may also claim minimum additional damages equal to the RON equivalent of EUR 40 at the date of payment, an entitlement that arises from the law rather than depending on its inclusion in the supplier’s standard terms.
Those rules mainly protect the party owed money, so a buyer should check new interest rates, fixed recovery charges and shortened payment periods against what was agreed rather than assuming that any change is lawful because it appears in a standard form.
Penalty clauses also deserve attention, because a contractual penalty may be reduced by a court only in limited circumstances and should not be accepted on the assumption that it will later be cut down.
Does it change anything if the supplier or buyer is abroad?
Many relationships with Romanian suppliers are cross-border, with the buyer or the ordering group company established in another country.
The UN Convention on Contracts for the International Sale of Goods may apply to international sales of goods where the parties have their places of business in different contracting states, or where private international law rules lead to the law of a contracting state, subject to any reservation made by the states concerned and unless validly excluded.
A choice of Romanian law does not automatically exclude the CISG, because Romania is a contracting state and the Convention forms part of Romanian law for transactions within its scope.
The Convention concerns sales of goods and does not cover contracts in which the preponderant part of the supplier’s obligations consists of labour or other services, so a services relationship needs a separate analysis.
What counts is where the contracting parties have their places of business, so a Romanian subsidiary buying from a Romanian supplier is normally making a domestic purchase even if its parent company is established abroad.
The CISG has its own rules on formation, including that silence or inactivity does not in itself amount to acceptance and that a reply with material additions or modifications is a counteroffer.
It also allows a contract to be modified by mere agreement, while a written contract requiring written modifications cannot normally be changed otherwise, unless a party’s conduct precludes it from relying on that requirement to the extent the other party has relied on that conduct.
Any relevant declarations or reservations made by the states concerned must also be checked.
The CISG does not govern every issue, since matters such as the validity of the contract and its effect on ownership of the goods remain, in principle, outside its scope.
Identify which issues are governed by the CISG and which remain subject to the applicable domestic law before analysing the formation, incorporation and validity of the new terms.
How should you respond before the next order?
The response should be decided by management with the commercial facts in view, because the legal position and the relationship with the supplier interact.
Response options
Accept the new terms
When it fits: The changes are minor, balanced or commercially necessary to keep supply.
What to document: Record the agreed version and effective date, and expressly agree whether already accepted orders remain governed by their existing terms.
What to watch: Clauses within Article 1203 still need express written acceptance, and mandatory limits on excluding liability continue to apply.
Accept with a negotiated mark-up
When it fits: Most terms are workable but a few clauses shift material risk to you.
What to document: Send a written list of changes and sign a dated amendment that identifies the agreed version.
What to watch: Until the amendment is signed, check on which terms the supplier confirms any interim orders.
Reject the changes and assess continued supply
When it fits: Your existing agreement may oblige the supplier to keep supplying on its current terms.
What to document: Send a written reservation, check whether the framework obliges the supplier to fulfil new orders and obtain confirmation of the applicable terms.
What to watch: A reservation does not, by itself, oblige the supplier to accept new orders on the previous terms.
Reject and plan an exit
When it fits: The supplier makes acceptance a condition of continued supply and the terms are unacceptable.
What to document: Review notice periods, open orders and replacement sourcing before any termination step.
What to watch: Ending the framework should be kept separate from cancelling orders that are already binding.
- Freeze the facts. Save the notice, the new terms as received, the old terms and the date and channel of receipt.
- Map the contract set. Collect the signed framework, amendments, price schedules, your purchasing terms and recent order confirmations.
- Pause automatic acceptance. Tell purchasing staff not to click acceptance boxes or place orders referencing the new terms until a decision is made.
- Compare clause by clause. Prepare a short table of what changed, what it costs and which clauses would need express written acceptance.
- Decide and communicate. Send a written response, from an authorised person, that matches the option management has chosen.
- Align the next order. Make sure the purchase order and any portal submission reflect that decision rather than contradicting it.
- Check the supplier’s reply. Review the order confirmation and the way the order is performed to see on which terms the supplier actually accepted it.
If the supplier refuses to continue unless you accept and you decide to leave, our guide to ending a supplier contract early in Romania covers notice, open orders and exit risk.
For a wider view of the clauses that typically decide business disputes, see our contract review checklist for Romania.
Illustrative scenario: A German group’s Romanian subsidiary receives new supplier terms capping liability at the value of the defective delivery, and it sends a written reservation, negotiates a cap linked to annual purchases and signs a dated amendment before placing its next order.
Request a focused review of the new supplier terms
Atrium Romanian Lawyers reviews supplier terms, framework agreements and purchase-order documentation for foreign companies and their Romanian subsidiaries.
A focused review can produce a comparison of old and new terms, a list of clauses requiring express acceptance, a negotiation mark-up and a written reservation ready to send before your next order.
Send the supplier’s notice, both versions of the terms, your signed agreement, your purchasing terms and a recent order confirmation, together with the date of your next planned order.
Frequently asked questions
Can a Romanian supplier change its general terms by email?
An email can propose new terms, but it does not by itself change a contract already concluded unless the agreement allows such changes or you accept them.
Does placing a new order mean we accepted the new terms?
Not automatically, but a new order placed after clear notice may support an argument for acceptance, so send a written reservation and check how the supplier confirms the order if you do not accept the new terms.
Do the new terms apply to orders we already placed?
Accepted orders generally remain governed by the terms agreed when they were concluded, unless the contract itself validly provides otherwise or the parties agree a change.
Is a liability cap in the supplier’s standard terms automatically valid?
Where Romanian law applies, a standard clause limiting the proposer’s liability needs express written acceptance, and even then it cannot exclude or limit liability for pecuniary loss caused intentionally or through gross negligence.
What if both our terms and the supplier’s terms conflict?
Under Romanian law, conflicting standard clauses generally fall away and the contract stands on the agreed terms and the standard clauses common in substance, unless a party objected as the law requires.
What should we send to start a review?
Send the notice, both versions of the terms, your signed agreement, your purchasing terms, a recent order confirmation and the date of your next planned order.
Disclaimer: This article provides general legal information and does not constitute legal advice on a particular contract, order or negotiation.
The outcome depends on the specific documents, the applicable law and the facts, so verify the law in force and obtain advice before acting.
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