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Geometric maze illustrating contractual risk assessment during a contract review in Romania

Contract Review in Romania: 12 Clauses to Check

by Simona Rotaru Contract Law

Which contract clauses should a business check before signing?

A Romanian business contract should clearly allocate performance, payment, liability, intellectual-property, data and exit risks. These 12 clauses are the practical starting point for a legal and commercial review.

Contract review in Romania should test more than whether an agreement is formally valid. Before signing, a business should understand what it must deliver, when it will be paid, which losses it may bear, how intellectual property and data may be used, and how the relationship can end.

Commercial contracts are often negotiated under pressure. A supplier is ready to begin, a customer wants the final draft immediately, or a foreign group needs its Romanian operation running without delay. That is precisely when unclear wording, inconsistent annexes and borrowed template clauses are most likely to pass unnoticed. Companies entering the market should connect the contract with the wider steps required to start and operate a business in Romania.

Interconnected architectural structure illustrating how contract clauses work together in a Romanian contract review
A well-structured contract depends on interconnected clauses that allocate obligations, remedies and commercial risks consistently.

Under the Romanian Civil Code, a validly concluded contract is binding on the parties, and contractual negotiations and performance are governed by good faith. A useful review therefore connects the legal wording with the operational deal. It identifies which party controls each risk, whether the agreed remedy can work in practice, and what evidence will be needed if performance is disputed.

The following 12 clauses form a practical checklist for Romanian companies and foreign businesses entering agreements governed by Romanian law or involving a Romanian counterparty.

Parties, capacity and signing authority

The contract should identify the correct legal entities, not merely the brand names used in negotiations. For a Romanian company, check its registered name, registered office, Trade Registry number, fiscal identification code and representative. If a group is involved, establish which entity receives the services, issues invoices, owns the relevant assets and assumes liability.

Signing authority should be verified against the company’s constitutional documents, Trade Registry information, corporate approvals or a power of attorney. A signature block describing someone as a “manager” does not itself resolve whether that person may bind the company for the relevant transaction. The representation rules should be checked against the company’s current Romanian articles of incorporation and the registered powers of its administrators.

The internal authority analysis also matters for potential Romanian company director liability, particularly where a director signs outside approved limits or fails to document a material commercial decision.

Check before signingConfirm the contracting entity, the signatory’s authority, any required corporate approval, the position of affiliates and whether subcontracting or assignment to another group company is permitted.

Scope, deliverables and acceptance

The scope clause should describe the goods or services, specifications, quantities, locations, deadlines, dependencies and exclusions. For project work, it should also establish milestones, acceptance tests, correction periods and a change-control procedure.

Review the main agreement together with proposals, statements of work, order forms and technical annexes. If they conflict, an order-of-precedence clause should determine which document controls. Acceptance by silence should also be tested carefully: specify when the review period begins, what constitutes a valid rejection and what happens when defects are minor. Providers using standard customer documentation should also verify the applicable service contract requirements in Romania.

Common riskThe commercial proposal promises one result, the technical annex describes another and the general conditions allow the supplier to treat delivery as accepted before meaningful testing has taken place.

Price, VAT, invoicing and payment

A complete payment clause states the price or calculation method, currency, VAT treatment, invoicing trigger, payment deadline, supporting documents, bank charges and the procedure for disputing an invoice. It should also explain whether the customer may withhold, deduct or set off amounts and whether the supplier may suspend performance for non-payment.

For B2B transactions, Law no. 72/2013 on late payment contains mandatory protections. Article 5(1) establishes a general 60-calendar-day limit for contractual payment terms between professionals. By exception, the parties may agree a longer payment term, provided that the clause is not abusive under Article 12. A term exceeding 60 days is therefore not automatically invalid, but it should be assessed carefully for gross unfairness to the creditor in light of the statutory criteria and the circumstances of the transaction. Where the applicable conditions are met, late payment can trigger statutory penalty interest and the fixed EUR 40 recovery compensation.

For the calculation rules and available remedies, see our guide to late-payment interest and penalties in Romania.

Term, renewal and minimum commitments

The agreement should state its effective date, initial duration and whether it renews automatically. An automatic renewal clause is not necessarily problematic, but the notice window, notice method and effect of a missed deadline must be clear.

Check minimum purchase commitments, exclusivity, take-or-pay obligations and price changes that continue into a renewal term. Add internal calendar reminders for any deadline that determines whether the company remains bound for another year or loses a renegotiation opportunity.

Check before signingIdentify the earliest exit date, the last date for a non-renewal notice and every financial or operational commitment that survives renewal.

Termination, cure periods and exit assistance

The termination clause should distinguish between serious breach, remediable breach, insolvency-related events, prolonged force majeure and termination for convenience. It should specify whether prior notice is required, how long the defaulting party has to cure, and whether termination operates through a contractual mechanism or requires another legal step.

The Romanian Civil Code regulates remedies for non-performance, including termination under Article 1549 and the related provisions. The contract should not merely say that a party “may terminate immediately”. It should align the grounds, notice mechanics and agreed effects with the type of contract and the intended remedy.

Exit provisions matter just as much as the termination trigger. Address final invoices, transition assistance, return of equipment and documents, data export, deletion, continued licences and the clauses that survive termination.

Penalty clauses and late-payment interest

A penalty clause fixes in advance the consequence of non-performance, defective performance or delay. Under Article 1538 of the Romanian Civil Code, its drafting should identify the protected obligation, the triggering event and the calculation method. The agreement should also state whether a penalty is daily or fixed, whether it is capped and how it interacts with damages and other remedies.

Article 1541 permits a court to reduce a penalty in the statutory circumstances, including where it is manifestly excessive in relation to the loss that the parties could have foreseen when concluding the contract. A high percentage is therefore not a substitute for careful drafting.

Common riskA daily penalty has no cap, applies to several overlapping obligations and continues after termination, creating exposure far beyond the economic value of the contract.

Liability caps, exclusions and indemnities

Liability provisions should allocate risk in proportion to the contract’s value, the parties’ control and the available insurance. Review the general cap, any separate or higher caps, excluded categories of loss, claims procedures and responsibility for employees, affiliates and subcontractors.

Do not assume that an indemnity is a familiar standard clause. It should identify the covered events, third-party claims, control of the defence, settlement authority, notification duties and mitigation. Check whether the limitation of liability applies to the indemnity or whether it creates uncapped exposure.

Any exclusion or limitation must also be tested against mandatory law and the nature of the conduct involved. A clause should not be described as protecting a party against every possible form of unlawful conduct. Where the agreement supports a wider investment or group operation, the liability wording should be reviewed together with the company’s corporate and commercial governance arrangements.

Warranties, regulatory compliance and audit rights

Warranties should be specific to the transaction. Depending on the contract, they may cover conformity with specifications, professional licences, legal compliance, authority, sanctions, anti-bribery, tax status, employment practices, product safety or the absence of third-party rights.

The review should also establish the remedy for an inaccurate warranty. Possible outcomes include correction, replacement, a price adjustment, indemnification or termination. An audit right should define scope, frequency, confidentiality, cost allocation and the treatment of identified non-compliance.

Drafting pointA broad promise to comply with “all applicable laws” may be necessary, but it does not replace transaction-specific duties, evidence requirements and an agreed remediation process.

Force majeure, hardship and change in law

Force majeure and hardship solve different problems. Force majeure concerns an external, unforeseeable, absolutely invincible and unavoidable event under the Civil Code framework. Hardship under Article 1271 addresses an exceptional change that makes performance excessively onerous, subject to the statutory conditions and the allocation of contractual risk.

The clause should define notice, evidence, mitigation, suspension, continued payment obligations and the point at which prolonged disruption permits termination. For regulated or long-term projects, add a change-in-law mechanism explaining who bears new compliance costs and whether price or timing may be adjusted.

Check before signingDo not treat every supplier delay, price increase, staff shortage or market change as force majeure. The clause should distinguish ordinary commercial risk from qualifying events.

Confidentiality and intellectual property

A confidentiality clause should define protected information, permitted use, internal access, legally required disclosures, security standards, duration and return or destruction. Trade-secret protection also depends on practical steps, so access controls and marking procedures should match the contractual wording. A standalone non-disclosure agreement in Romania may be appropriate before sensitive negotiations begin.

For intellectual property, distinguish pre-existing materials from deliverables created under the contract. State whether rights are assigned or licensed and address territory, duration, field of use, sublicensing, modifications, source materials and third-party components.

Romanian Law no. 8/1996 on copyright requires an assignment of economic copyright to specify the transferred rights and, for each, the modes of use, duration, extent and remuneration. A generic sentence stating that the customer “owns everything” may therefore be insufficient for the intended result. Businesses acquiring or licensing valuable assets can obtain a separate review from intellectual property lawyers in Romania.

For ownership arrangements between founders and shareholders, see our guide to shareholder agreements in Romania.

Personal data, security and digital services

If the agreement involves personal data, identify whether each party acts as controller, processor, joint controller or independent controller. When a supplier processes personal data on behalf of a controller, Article 28 of the General Data Protection Regulation requires a contract containing specified safeguards. Our GDPR compliance checklist for Romanian companies explains the wider governance controls that should support those clauses.

Review processing instructions, confidentiality, security measures, subprocessors, assistance with data-subject requests, breach notification, international transfers, audit rights and return or deletion. The commercial agreement and data processing agreement should not contain inconsistent liability, notice or termination rules. More complex vendor arrangements may require assistance from GDPR and data protection lawyers in Romania.

For SaaS and other digital services, also check availability commitments, backups, recovery objectives, vulnerability management, incident cooperation, data portability and access after termination. Technology businesses should align these provisions with their wider technology and digital law obligations and, where relevant, obtain a focused IT and software contract review.

Governing law, jurisdiction and notices

In cross-border contracts, governing law and forum are separate questions. The Rome I Regulation generally allows the parties to choose the law governing their contractual obligations, subject to its safeguards and mandatory rules. The Brussels I bis Regulation governs jurisdiction and the recognition and enforcement of judgments in relevant EU civil and commercial matters.

Consider whether the selected court or arbitral tribunal is proportionate to the likely dispute, where evidence and assets are located, the language and cost of proceedings, and whether an eventual judgment or award can be enforced efficiently.

The notice clause should identify valid addresses, permitted delivery methods, deemed receipt and the process for updating contact details. A termination or claim notice sent to the commercial contact may fail if the contract requires delivery to a different address or by a specific method. Where non-payment is already a concern, the agreement should be tested against the available legal recovery options for unpaid invoices in Romania.

Contract review in Romania: risk map

Contract areaQuestion to answerRisk if unclear
AuthorityIs the correct entity bound by an authorised person?Enforceability, approval and group-liability disputes.
PerformanceWhat exactly must be delivered, tested and accepted?Disputes over completion, defects and payment.
PaymentWhen is money due and what follows from delay?Cash-flow loss, penalties and invoice disputes.
ExitHow can the relationship end and what survives?Lock-in, service interruption and lost data.
LiabilityWhich losses are covered, capped or excluded?Exposure disproportionate to contract value.
IP and dataWho owns or may use assets, information and data?Loss of rights, GDPR exposure and operational dependency.
DisputesWhich law, forum and notice rules apply?Unexpected cost and difficult enforcement.

A practical pre-signing review process

Confirm the commercial dealRecord the intended result, price, timeline and points already agreed before editing legal language.
Read every contract documentReview the agreement, annexes, order forms, proposals, policies and incorporated online terms together.
Rank the risksSeparate legal defects, high-value commercial exposure, operational ambiguity and points that are negotiable preferences.
Propose usable wordingConvert each material issue into a replacement clause, tracked change or clear negotiation question.
Check signing and evidenceConfirm authority, approvals, signature method, final attachments and preservation of the executed version.
Calendar post-signing dutiesTrack notices, renewals, price reviews, certificates, audits and delivery or payment milestones.

Need a Romanian contract reviewed before signing?

Atrium Romanian Lawyers assists Romanian and foreign businesses with contract review, drafting and negotiation. The review can be delivered as tracked changes, replacement clauses, a consolidated draft or a practical risk report adapted to your position in the transaction.

Request a Contract Review Explore Contract Law Services

Frequently asked questions

Is a business contract written in English valid in Romania?

Romanian companies can generally conclude commercial contracts in English. The transaction may nevertheless require Romanian-language documents or translations for authorities, courts, employees, consumers, notaries or regulated formalities. The governing-language clause should state which version prevails if the contract is bilingual.

Can a foreign-law contract be used with a Romanian company?

Potentially, yes. In a cross-border contract, the parties may often choose the governing law, but the Rome I framework, mandatory rules, the place of performance and the practical enforcement route must be considered. Choosing foreign law does not automatically remove every Romanian mandatory provision relevant to the transaction.

Are contractual penalties enforceable in Romania?

Romanian law recognises penalty clauses, but the obligation, trigger and calculation must be clear. Article 1541 of the Civil Code permits judicial reduction in the statutory circumstances, including a penalty that is manifestly excessive compared with the foreseeable loss at contract formation.

When should contract review in Romania take place?

Ideally before signing and before the commercial position becomes difficult to change. A new review is also appropriate before renewal, when the scope or price changes, when a party proposes an amendment, or when performance problems and a possible dispute emerge.

What should a foreign company send to the reviewing lawyer?

Send the complete draft and annexes, the commercial proposal, your role in the transaction, the applicable deadline, the principal business concerns and any terms already agreed. Identifying whether you are the customer, supplier, licensor, employer, investor or distributor changes the risk analysis.

Related guides and services

Disclaimer: This article provides general legal information and does not constitute legal, tax or commercial advice. Contractual rights and risks depend on the complete document, the transaction, the parties, mandatory rules and the relevant facts.

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

Commercial invoice overlooking the Bucharest skyline, illustrating late payment in Romania

Late Payment in Romania: Penalties, Interest and Legal Remedies

by Simona Rotaru Debt Collection in Romania

When is a Romanian invoice late — and what can a creditor recover?

A missed payment deadline in Romania is not only a collections problem. It can trigger statutory penalty interest, a fixed recovery compensation and, with the right contract, a pre-agreed penalty clause — without the creditor having to prove any loss.

Overdue commercial invoice, payment deadline and legal documents in a Romanian law office

Late-payment claims may include interest, recovery compensation and documented collection costs.

Late payment in Romania is heavily regulated for business-to-business transactions. Under Law 72/2013, which transposes EU Directive 2011/7, a B2B invoice is generally payable within about 30 days unless the parties expressly agreed a longer term — capped at 60 days unless a longer term is not abusive. On late payment, provided the creditor has performed its obligations and the delay is imputable to the debtor, a professional creditor can claim the applicable statutory or contractual late-payment interest or penalty, together with the €40 flat recovery compensation and recoverable collection costs. For money obligations assumed in the exercise of an undertaking’s activity, the debtor is in delay by operation of law, so interest runs from maturity without a formal demand, subject to the statutory conditions. Exact figures depend on the contract and on the reference rate published by the National Bank of Romania.

Most foreign suppliers start with a practical question: when can you demand more than the unpaid principal, and how do you recover an unpaid invoice in Romania? This guide explains when a payment becomes late, which charges a creditor can add, which payment terms are valid (and which clauses are void), and the realistic recovery route from a first demand through to enforcement.

The rules below focus on business-to-business transactions governed by Romanian law. They apply on top of the general contract-law regime: the Romanian Civil Code and, for commercial transactions, the specific late-payment law, Law 72/2013, based on EU Directive 2011/7 on combating late payment.

What can a Romanian creditor charge on a late invoice?

Penalty interest, plus a fixed €40 recovery compensation, plus enforceable recovery costs — and, if the contract says so, a daily contractual penalty. Penalty interest, the €40 minimum compensation and a contractual penalty do not require proof of actual loss. Additional recovery costs, however, must be substantiated. These rights accrue provided the creditor has performed its obligations and the delay is imputable to the debtor.

Romanian law gives a creditor who is not paid at maturity a right to moratory damages — penalty interest — running from the due date until payment, at the rate agreed in the contract or, absent agreement, at the statutory rate, without having to prove any loss (Civil Code, Article 1535). The debtor cannot defend by showing the creditor suffered a smaller loss.

Depending on the contract, the creditor may claim the applicable statutory or contractual late-payment interest or penalty, together with the €40 minimum compensation and recoverable collection costs. Whether a contractual late-payment penalty may be cumulated with another form of moratory damages depends on the drafting and legal nature of the contractual remedies.

  1. Statutory or contractual penalty interest — at the rate agreed by the parties or, absent agreement, the statutory penalty interest at the reference rate plus 8 percentage points for professional relations, applied for each semester on the rate in force at the start of that semester (Law 72/2013, Article 4, read with OG 13/2011, Article 3).
  2. Fixed minimum compensation of €40 — a flat amount of recovery damages, payable in lei at the exchange rate on the payment date, in addition to the interest (Law 72/2013, Article 10).
  3. Substantiated recovery costs — collection expenses actually incurred and established can be claimed as damages (Law 72/2013, Article 9).
  4. Contractual penalty clause — a pre-agreed per-day penalty, enforceable without proof of loss (Civil Code, Article 1538), subject to the statutory reduction grounds in Civil Code, Article 1541. Whether it may be cumulated with other moratory damages depends on the contract’s drafting.

Risk: A creditor who ignores the interest route and waits silently may still recover the principal, but documentation matters. If the debtor later disputes the amount, the creditor must show when each sum became due. Keep invoices, delivery or acceptance evidence and the calculation of interest from maturity.

When is a payment legally late?

At the contractual due date, or generally 30 calendar days after the debtor receives the invoice when no term was agreed. In B2B contracts, an agreed payment term longer than 60 days is valid only if it is not abusive (grossly unfair) to the creditor.

The starting point is the term agreed in the contract. The parties may choose the payment date, subject to an important limit in business relations: the contractual payment term cannot exceed 60 calendar days, and a longer term is permitted only if the clause is not abusive under Law 72/2013, Article 5.

When the contract is silent, Law 72/2013, Article 3 fixes the moment from which penalty interest runs. For a professional creditor, interest runs after 30 calendar days from receipt by the debtor of the invoice or of any equivalent payment request. Where the date of receipt is uncertain or the invoice is received before the goods or services, the law uses the date of delivery of the goods or performance of the services as the reference point.

For money obligations assumed in the exercise of an undertaking’s activity, the debtor is in delay by operation of law: interest begins to run at maturity without any formal demand or notification (Civil Code, Article 1523). A written reminder still matters — it creates evidence of the claim and of the date from which the debtor was asked to pay, which becomes relevant in litigation.

These rights accrue only where the statutory conditions are met: in particular, the creditor and its subcontractors must have performed their contractual obligations, and the delay must be imputable to the debtor. The debtor must not have paid the amount due at maturity and must be unable to show that the delay is not attributable to it (Law 72/2013, Article 3(1)).

SituationInterest startsBasis
Payment term agreed in the contractOn the day after the contractual due date, generally without a formal demandCivil Code Art. 1535; Art. 1523 (enterprise money obligations)
No payment term agreed (B2B)30 calendar days after the debtor receives the invoice or equivalent payment requestLaw 72/2013, Art. 3(3)
Invoice received before delivery of goods or services30 calendar days after delivery or performanceLaw 72/2013, Art. 3(3)
Debtor is a public authorityGenerally 30 days; exceptionally up to 60 days where expressly stipulated and objectively justified; public healthcare institutions: maximum 60 daysLaw 72/2013, Art. 6–7

For public authorities, the general legal payment term is 30 calendar days. Exceptionally, the parties may stipulate a term of up to 60 calendar days if it is set out expressly in the contract and in the procurement documentation and is objectively justified by the nature or the specific characteristics of the contract (Law 72/2013, Article 7). For public healthcare institutions and public entities providing medical services, the legal payment term is capped at 60 calendar days (Law 72/2013, Article 6(4)).

The parties cannot contract around the invoice date itself: any clause fixing a term for issuing or receiving the invoice is absolutely void (Law 72/2013, Article 5(3)).

How is the interest rate calculated?

Parties may agree their own rate or penalty, but in transactions governed by Law 72/2013 a clause that excludes late-payment interest or sets it below the statutory penalty interest is treated as abusive. Absent an agreement, the statutory penalty interest in professional relations is set at the reference rate plus 8 percentage points per year.

  • Agreed rate or penalty clause. The contract may set a specific annual interest rate or a per-day penalty, for example 0.1% or 0.5% per day. Such clauses are valid and enforceable without proof of loss, subject to reduction by a court on the statutory grounds under Civil Code Article 1541. In transactions governed by Law 72/2013, a clause that excludes late-payment interest or sets it below the statutory penalty-interest level is treated as abusive under Article 14(a).
  • Statutory rate. If the parties did not agree a rate, Law 72/2013, Article 4 applies the statutory penalty interest calculated under Article 3 of OG 13/2011. For professional relations, the rate is the reference rate plus 8 percentage points, with the rate in force on the first calendar day of each semester applying for the whole semester.

The BNR reference rate in force on 1 July 2026 was 6.50%. Accordingly, the statutory B2B penalty interest applicable throughout the second semester of 2026 is 14.50% per annum. Because the reference rate moves, always confirm the rate currently in force on the National Bank of Romania website before relying on a figure.

Tip: For recurring commercial relationships, agree the interest or penalty rate in the contract. A clearly drafted penalty clause removes any argument about which statutory rate applies and creates a strong, predictable claim on each overdue invoice.

The €40 flat compensation and recovery costs

In B2B relations, a creditor is entitled to a flat minimum compensation of €40 per late payment, in addition to the applicable late-payment interest or penalty and to the costs of any enforcement procedure.

Law 72/2013, Article 10 gives the creditor the right to demand, when the conditions for late payment are met, the equivalent in lei at the exchange rate on the payment date of €40, representing flat-rate minimum damages for the costs of recovering the claim. The obligation to pay this amount matures at the same time as penalty interest starts running.

This flat amount is additional to the applicable late-payment interest or penalty and to the costs of any subsequent enforcement procedure. CJEU case law confirms that the fixed €40 minimum is payable for each commercial transaction not paid on time and evidenced by an invoice or an equivalent payment request, even where several invoices are pursued in a single claim (Case C-585/20, BFF Finance Iberia). Where a single contract provides for successive supplies or services subject to separate payment deadlines, the €40 minimum is payable for each late payment (Case C-419/21).

On top of the €40, Article 9 allows the creditor to claim recovery expenses actually incurred and established. By contrast, the €40 itself does not require proof of loss and remains the simplest element to assert on each unpaid invoice.

Which payment terms are valid — and which clauses are void?

A B2B payment term is capped at 60 days unless a longer term is not abusive. Clauses postponing the start of interest, requiring a formal demand before interest runs, or excluding penalty interest or recovery compensation are unenforceable.

Law 72/2013, Article 12 establishes the general test: a clause or practice is abusive where it creates, in a grossly unfair way (“vădit inechitabil”), rights and obligations significantly unbalanced to the creditor’s detriment. Article 13 sets the criteria a court considers, including serious deviation from established good practice, absence of objective reasons for derogating from the statutory payment terms or interest rate, and the counterparty’s dominant position towards an SME. Article 14 identifies clauses deemed abusive by law, without need for further assessment, and Article 15 sanctions abusive clauses by absolute nullity.

Clauses of the following type are deemed abusive by law and are therefore absolutely null under Law 72/2013, Articles 14 and 15:

  • clauses excluding penalty interest or setting it below the statutory penalty interest;
  • clauses fixing a moment for the interest to start later than the statutory moment;
  • clauses making interest depend on a formal putting-in-delay even though the debtor is in delay by operation of law;
  • in contracts between professionals and public authorities, a payment term exceeding what Article 7(1) allows when the exceptional conditions are not met;
  • clauses excluding the possibility of additional damages.

Mistake: relying on a 90-day payment term “because the client insisted”

In B2B contracts a term beyond 60 days is only valid if it is not abusive. A term imposed by the larger counterparty without objective justification is exposed to challenge and will not stop the statutory interest from running.

Mistake: waiting for a formal demand before recognising interest

For enterprise money obligations, delay arises by operation of law. The claim for interest starts at maturity. The creditor does not first have to send a formal notification.

Mistake: writing “0% interest” into the contract to keep the client happy

A clause that excludes penalty interest altogether is unenforceable against a professional creditor and can be disregarded. The statutory interest will still apply.

How to recover an unpaid invoice in Romania: the practical route

The route runs from a written demand, through the payment-order procedure for certain, liquid and due contractual claims, to court judgment and enforcement. Most commercial claims follow these steps, but timing, documents and evidence requirements should be checked against the specific contract before acting.

Documents illustrating the recovery of an unpaid invoice through demand, court proceedings and enforcement in Romania

Recovering an unpaid invoice normally progresses from a documented demand to court proceedings and, where necessary, enforcement.

  1. Commercial reminder. Send a payment request identifying the invoice, due date and interest accruing. Even where delay is automatic, this creates documentary evidence and often resolves the matter.
  2. Statutory summons. Before filing under the payment-order procedure, the creditor must serve a formal summons under Article 1015 of the Code of Civil Procedure through a judicial executor or by registered letter with declared contents and acknowledgment of receipt, granting 15 days to pay.
  3. Court action. If the debtor contests the claim or amount, recover through ordinary court proceedings for the principal, interest and costs.
  4. Enforcement. Once the creditor holds an enforceable title, a judicial executor can attach bank accounts, receivables or other debtor assets.

Risk: The payment-order procedure is not a substitute for litigation when determining the debtor’s defence requires evidentiary administration incompatible with the summary nature of the procedure. The claim must concern a certain, liquid and due contractual obligation established within the documentary framework. Otherwise, the creditor may have to pursue the claim through ordinary proceedings.

Which route fits which situation?

RouteBest forKey document or conditionMain business consideration
Written demand plus statutory interestOverdue but still cooperative counterpartiesInvoice, contract and evidence of deliveryPreserves the relationship while demonstrating the claim
Payment-order procedureCertain, liquid and due contractual claims for a sum of moneyWritten evidence establishing the contractual claim and proof of the mandatory Article 1015 summonsFaster track for clear claims; genuine disputes may derail it
Ordinary court actionDisputed liability, quantum or set-off argumentsFull evidence of the relationship, delivery and defaultLonger timeline; costs can include interest and fees
Enforcement by judicial executorDebtor with assets who does not pay voluntarilyEnforceable title, such as a payment order or judgmentAttachments and garnishment become available

The payment-order and enforcement rules are contained in the Romanian Code of Civil Procedure. Our dedicated guide to the payment ordinance procedure in Romania explains the conditions and required documents. The broader debt recovery in Romania guide covers the complete collection strategy.

Illustrative scenarios

No penalty clause in the contract

A Romanian buyer does not pay a 30-day invoice of €10,000. Because the money obligation was assumed in a business activity, interest runs from maturity without a formal demand at the statutory B2B rate, and the €40 flat compensation applies. The supplier can demand the principal, interest and the €40 in one written request.

Contract with a 0.5% daily penalty

The parties agreed a daily penalty of 0.5% of the unpaid amount. On a disputed invoice, the creditor can claim the contractual penalty without proving any loss under Civil Code Article 1538. A court may reduce the penalty only on statutory grounds, such as partial beneficial performance or a penalty that is manifestly excessive compared with the foreseeable loss.

Debtor contests the invoice

The debtor claims the services were defective and refuses payment. Because the claim is genuinely disputed, the payment-order route may not resolve the matter. The supplier should prepare evidence of performance and acceptance and assess ordinary litigation against the amount at stake.

How to protect your position before and after maturity

The strongest position starts before the invoice is issued. Interest and penalties are easier to claim when the contract supports them and the documentation confirms what was delivered, when it was delivered and for which price.

  1. Set a compliant payment term. Align the due date with Law 72/2013, generally up to 60 days in B2B transactions, and state it clearly in the contract.
  2. Agree a penalty or interest rate. Include a per-day penalty clause or an agreed annual interest rate so there is no argument about the statutory rate.
  3. Invoice promptly and completely. Issue the invoice with an unambiguous due date and complete references to the contract and delivery documents.
  4. Confirm receipt and delivery. Keep signed delivery notes, acceptance records or other evidence that the goods or services were provided.
  5. Send a written reminder at maturity. Restate the amount, due date, interest formula and €40 compensation. This becomes part of the evidence supporting the claim.
  6. Calculate interest from the correct date. Use the contractual due date or the applicable 30-day statutory threshold, with the semester rate in force at the start of each semester.
  7. Assess the payment-order procedure early. For a certain, liquid and due contractual claim established through documentary evidence, consider the faster procedure rather than waiting while interest and costs accumulate.
  8. Preserve the enforcement option. If payment does not follow, instruct counsel or a judicial executor before the debtor transfers assets.

The Bottom Line

Late payment in Romania is not merely a collections nuisance. It is a regulated event that gives the creditor a defined set of remedies. A professional creditor can claim the applicable statutory or contractual late-payment interest or penalty, the €40 minimum compensation and substantiated recovery costs. Late-payment interest or a contractual penalty and the €40 minimum compensation do not require proof of actual loss, while additional recovery costs must be established. Getting the payment terms, penalty clause and paper trail right from the beginning converts an overdue invoice into a clearly quantified claim that can be pursued through the payment-order procedure or the ordinary courts.

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Related guides

Frequently asked questions

Do I have to send a formal notice before interest starts running?

For money obligations assumed in the exercise of an undertaking’s activity, the debtor is in delay by operation of law and interest runs from maturity without a formal demand. A written reminder is still advisable as evidence and may be required for other remedies.

What is the statutory interest rate for late payment in Romania?

In professional relations, it is the reference rate plus 8 percentage points per year. With the reference rate at 6.5%, that is approximately 14.5% per annum. Confirm the current reference rate published by the National Bank of Romania before relying on a figure.

Is the €40 compensation automatic?

In B2B relations, yes. When the conditions for late payment are met, the creditor may demand the lei equivalent of €40 as flat-rate minimum recovery damages, in addition to penalty interest and enforcement costs.

Can we agree a payment term longer than 60 days?

Only if the clause is not abusive or grossly unfair to the creditor. A longer term imposed without objective justification is exposed to challenge. Clauses fixing the invoice issue or receipt date are absolutely void.

Are contractual penalty clauses enforceable without proof of loss?

Yes. A penalty clause entitles the creditor to the agreed amount without proving any loss. A court may reduce the penalty only in limited statutory circumstances, including where the penalty is manifestly excessive compared with the foreseeable loss.

Does late payment allow the creditor to terminate the contract?

Non-performance can give rise to termination rights where the statutory conditions are met. Termination is assessed separately from the interest claim and carries its own consequences, so it should be considered with counsel before being used.

Disclaimer: This article provides general legal information about Romanian and EU late-payment rules and does not constitute legal or tax advice. Interest rates, deadlines and remedies depend on the contract, the parties’ status and the specific facts. Figures such as the reference rate change over time.

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