Romanian supply contracts · Price increases · Buyer-side advice

Your Romanian supplier has announced a new price for goods or services that your business already buys under a supply agreement.

Before approving the increase, check which orders are binding, whether the contract actually permits adjustment, and what happens to delivery if the parties disagree.

This guide is for foreign companies buying from a Romanian supplier, including manufacturers, distributors and groups managing procurement from abroad.

It concerns private commercial agreements; public procurement, regulated tariffs and consumer purchases may follow different rules.

The Romanian Civil Code analysis below applies where Romanian domestic law governs the relevant issue. For an international sale of goods, first assess whether the CISG applies: it may govern contract formation and the parties’ sales obligations instead of the corresponding domestic rules.

Can a Romanian supplier raise the price during an existing contract?

The answer begins with the signed agreement and the particular purchase order, not with the supplier’s announcement.

Under Article 1270 of the Romanian Civil Code, a valid contract binds its parties and is amended or ended by their agreement or on a ground authorised by law.

For an arrangement legally classified as a supply contract, Article 1768(1) provides that the beneficiary owes the price specified by contract or law.

These rules do not make every price fixed forever: the parties may have agreed a mechanism that changes it, or they may agree a new price for future orders.

Equally, a supplier’s email saying that raw materials, wages or transport have become more expensive does not, by itself, establish a contractual entitlement to invoice a higher amount for an already binding order.

A price increase charged by the supplier’s own subcontractor does not, by itself, establish a right to increase the buyer’s agreed price. Check any contractual pass-through or price-adjustment mechanism and any applicable legal grounds separately.

Start with the complete document set: master supply agreement, signed amendments, price schedule, ordering terms, accepted purchase orders, forecasts and any agreed hierarchy between them.

The title of the document is not decisive. Article 1766 describes a supply contract for goods to be delivered, or services to be performed, at one or more later dates or continuously; Article 1771 provides for supplementary application of sale rules where appropriate.

A single delivery, a long-term framework and a series of separately accepted orders can create different price commitments even between the same parties.

What should you check in a price adjustment clause?

Read the whole clause, including the schedules and the terms governing orders, rather than the sentence allowing a price review.

Does it permit an automatic calculation, a proposal that requires consent, or only a right to reopen negotiations?

Identify the trigger, index or cost category, reference period, formula, currency, cap, minimum threshold, frequency and effective date.

Check who supplies the supporting data, whether the supplier must show actual cost movement, and whether the calculation can be tested against an independent published index.

A clause referring to an annual inflation index does not necessarily support a mid-year change tied to a different input cost.

A fuel surcharge applicable to transport may not change the underlying unit price of goods unless the contract says it does.

Notice provisions matter: an increase that requires 60 days’ written notice should be tested against the date, channel and content of the supplier’s actual communication.

Also check whether the adjustment reaches orders already accepted, only orders placed after a stated date, or a defined batch of undelivered goods.

Where the contract lets the buyer terminate or reduce volumes after a proposed increase, map that choice against minimum-purchase obligations, exclusivity and outstanding orders.

Supplier standard terms attached to a quotation may conflict with the negotiated master agreement. Determine which terms were incorporated and which document prevails before treating the new quote as an amendment.

Where Romanian domestic law applies, Article 1203 requires express written acceptance for specified unusual standard clauses favouring their proponent, including a right to suspend performance or unilaterally terminate the contract. Whether a particular price-adjustment mechanism also requires separate express acceptance depends on its drafting and effect; do not assume every such clause falls within Article 1203 merely because it may increase the price.

For a wider approach to these conflicts, see our Romanian contract review checklist and our guide to negotiating a supplier framework agreement.

Do accepted orders keep the old price?

There is no reliable answer without examining how orders become binding under the agreement.

An accepted purchase order with a stated unit price and delivery date may already be a contractual commitment, but the master agreement may expressly reserve a valid adjustment mechanism for undelivered quantities.

Whether a purchase order forms a separate contract or operates under a framework agreement’s pricing mechanism depends on the parties’ contractual structure and the order-acceptance process.

A forecast may be non-binding, partly binding inside a frozen window, or subject to a separate acceptance step.

An unsigned quotation for future purchases is different from a supplier’s unilateral attempt to reprice goods already ordered under an enforceable commitment.

Prepare an order-by-order schedule showing the original price, order date, acceptance evidence, quantity, planned delivery, invoicing status and the supplier’s proposed new price.

This prevents a negotiation over next quarter’s orders from accidentally becoming an argument about an accepted order due next week.

Look closely at portal approvals, electronic order acknowledgements and the parties’ established exchange of documents.

Under Romanian domestic contract-formation rules, Article 1196(2) provides that silence or inaction does not normally amount to acceptance, unless a different result follows from the law, the parties’ agreement, established practices, trade usages or other circumstances.

Payment of a revised invoice, a new purchase order or continued ordering after a clear change notice can carry evidentiary consequences; whether it amounts to acceptance depends on the communications and governing contract.

If a delivery is operationally essential, a written interim arrangement can specify which quantities move now, at what price, and whether either party reserves its position about disputed amounts.

Does inflation or a cost shock give the supplier a hardship claim?

Article 1271 of the Romanian Civil Code on hardship (impreviziune) starts from the rule that parties must perform even if performance becomes more onerous because costs increase or the value received decreases.

A court may adapt or terminate the contract only where performance has become excessively onerous because of an exceptional change of circumstances that would make it manifestly unjust to hold the debtor to its obligation, and the further statutory conditions are met.

Adaptation is intended to distribute equitably between the parties the losses and benefits resulting from that change; a court determines the timing and conditions of termination.

The statutory route requires, among other things, that the change occurred after the contract was concluded; that neither the change nor its extent was, or could reasonably have been, taken into account by the debtor at that time; that the debtor neither assumed nor could reasonably be considered to have assumed the risk of the change; and that the debtor attempted, within a reasonable time and in good faith, to negotiate a reasonable and equitable adaptation of the contract.

Whether those conditions are met depends on the agreement, the risk allocation, timing, evidence of cost movement and the actual effect on performance.

A commercial request to renegotiate is not the same as a successful hardship claim, and invoking hardship does not itself rewrite the invoice price.

Where the CISG governs an international goods sale, the relationship between its Article 79 regime and any proposed reliance on domestic hardship rules requires a separate analysis. Do not assume that Article 1271 applies to the same issue.

Ask the supplier to explain the affected inputs, when the change occurred, how it affects this contract, what risk was already allocated and what alternative adjustment it proposes.

A force-majeure clause or a delivery disruption requires its own analysis. Higher cost alone should not be described as automatic impossibility to perform.

Our guide to ending a supplier contract in Romania addresses the separate question of whether an exit route exists if the relationship cannot continue.

What if the supplier cites a new law or regulated price?

Article 1768 of the Civil Code has a narrower, specific rule for a change in the legal regulation of a price or pricing mechanism during a supply contract.

Under paragraph (2), the original contractual price or mechanism continues between the parties unless the new law expressly provides otherwise.

Under paragraph (3), if the law expressly applies its new price or method to contracts already in progress, either party may unilaterally terminate the contract (denunțare unilaterală) within 30 days of the law’s entry into force; the contractual price applies during that period.

This is not a general 30-day cancellation right whenever a supplier’s commercial costs rise.

If a supplier invokes a tax, tariff or regulatory change, obtain the exact enactment, effective date and explanation of how it applies to this contract and to the particular goods or services.

Check the specific enactment for any special or derogating provisions.

Do not confuse a tax amount that must lawfully appear on an invoice with a contractual right to increase a net commercial unit price.

How should the buyer respond without disrupting supply?

First acknowledge the notice without approving an unverified price, then request the contractual basis, calculation, supporting evidence and list of affected orders.

Record the buyer’s current position on accepted orders and identify the date by which a business decision is needed to keep deliveries moving.

Do not assume that a general reservation of rights cures contradictory conduct. Procurement, finance and the receiving warehouse should work from the same order schedule and agreed response.

Consider a limited negotiation: a temporary surcharge, staged increase, index-linked revision, volume adjustment, shorter fixed-price period or an agreed right to source elsewhere.

Define what happens when the underlying input cost falls. A one-way adjustment can have a different economic effect from a mechanism that moves both up and down.

If the supplier threatens to suspend deliveries, examine the actual delivery obligations, any contractual suspension right, notice requirements, disputed and undisputed invoices, and the consequences of a stop for each party.

Where Romanian domestic law applies, Article 1556 may permit a proportionate refusal to perform when reciprocal obligations are due and the other party neither performs nor offers performance, subject to the applicable order of performance and good-faith limits.

In particular, refusal may be contrary to good faith where the other party’s unperformed obligation is of minor importance in the circumstances.

A disagreement over a proposed price increase does not, by itself, establish the conditions for withholding performance.

A right to insist on performance of existing binding orders is not necessarily a right to require the supplier to accept new orders or continue the relationship indefinitely.

Likewise, withholding payment or rejecting all shipments without assessing the contract may create a second dispute. The buyer’s response should be proportionate to the position it can substantiate.

Any amendment should identify affected products, price table, start date, status of existing orders, duration, review trigger, governing terms and signatories.

For a continuing relationship, a short written amendment may be more useful than an exchange of emails whose legal effect later becomes contested.

Does a foreign-law clause change the analysis?

It may. A Romanian supplier and foreign buyer do not automatically have a Romanian-law contract simply because manufacturing or delivery takes place in Romania.

Regulation (EC) No 593/2008 (Rome I) addresses the law applicable to contractual obligations, including party choice under Article 3 and the rules used where no effective choice is made under Article 4.

In the absence of an effective choice, Article 4 generally connects a sale of goods to the seller’s habitual residence and a contract for services to the service provider’s habitual residence, subject to its other classification rules and exceptions, including the distinct rule for distribution agreements.

Check the governing-law and dispute clauses in the master agreement, incorporated terms and orders before applying a Civil Code rule to the price dispute.

Place of delivery, invoice currency and the supplier’s Romanian registration do not by themselves settle the applicable-law question.

For a cross-border sale of goods, also check whether the UN Convention on Contracts for the International Sale of Goods (CISG) applies and whether the parties have excluded it; Romania is a contracting state, but the convention’s scope must be assessed for the particular transaction.

For a qualifying international sale, choosing Romanian law does not, by itself, exclude the CISG, which forms part of the applicable legal framework unless the parties have effectively excluded it under Article 6.

The CISG does not govern a standalone services contract. Mixed goods-and-services arrangements require a separate scope assessment, including the preponderant-services test in Article 3(2).

Where another law governs, obtain advice on that law while Romanian counsel assesses any relevant Romanian performance, evidence or enforcement issues within the agreed engagement scope.

What should you send for a focused legal review?

A focused instruction to counsel can ask for an order map, the strongest contractual position, the risks of rejection or interim payment, and a proposed response or amendment.

Atrium can review the Romanian-law position, draft a supplier response and negotiate revised terms for the affected business relationship, subject to conflict checks and agreed engagement scope.

No particular price concession, continued delivery or dispute outcome can be guaranteed.

Request a Romanian supply price review

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