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23.2.2011 Official
Journal
of
the
European
Union
L
48/1
I
(Legislative acts)
DIRECTIVES
DIRECTIVE 2011/7/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
of 16 February 2011
on combating late payment in commercial transactions
(recast)
(Text with EEA relevance)
THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE
and public authorities are made later than agreed in the
EUROPEAN UNION,
contract or laid down in the general commercial
conditions. Although the goods are delivered or the
services performed, many corresponding invoices are
Having regard to the Treaty on the Functioning of the European
paid well after the deadline. Such late payment negatively
Union, and in particular Article 114 thereof,
affects liquidity and complicates the financial
management of undertakings. It also affects their
competitiveness and profitability when the creditor
Having regard to the proposal from the European Commission,
needs to obtain external financing because of late
payment. The risk of such negative effects strongly
increases in periods of economic downturn when
Having regard to the opinion of the European Economic and
access to financing is more difficult.
Social Committee ( 1 ),
Acting in accordance with the ordinary legislative procedure ( 2 ),
(4) Judicial
claims
related
to
late
payment
are
already
facilitated by Council Regulation (EC) No 44/2001 of
22 December 2000 on jurisdiction and the recognition
Whereas:
and enforcement of judgments in civil and commercial
matters ( 4 ), Regulation (EC) No 805/2004 of the
European Parliament and of the Council of 21 April
(1) A
number
of
substantive
changes
are
to
be
made
to
2004 creating a European Enforcement Order for uncon
Directive 2000/35/EC of the European Parliament and
tested claims ( 5 ), Regulation (EC) No 1896/2006 of the
of the Council of 29 June 2000 on combating late
European Parliament and of the Council of 12 December
payment in commercial transactions (
2006 creating a European order for payment

3 ). It is desirable,
for reasons of clarity and rationalisation, that the
procedure ( 6 ) and Regulation (EC) No 861/2007 of the
provisions in question be recast.
European Parliament and of the Council of 11 July 2007
establishing a European Small Claims Procedure ( 7 ).
However, in order to discourage late payment in
commercial transactions, it is necessary to lay down
(2) Most
goods
and
services
are
supplied
within
the
internal
market by economic operators to other economic
complementary provisions.
operators and to public authorities on a deferred
payment basis whereby the supplier gives its client time
to pay the invoice, as agreed between parties, as set out
in the supplier’s invoice or as laid down by law.
(5) Undertakings
should
be
able
to
trade
throughout
the
internal market under conditions which ensure that
transborder operations do not entail greater risks than
(3) Many
payments
in
commercial
transactions
between
domestic sales. Distortions of competition would ensue
economic operators or between economic operators
if substantially different rules applied to domestic and
transborder operations.
( 1 ) OJ C 255, 22.9.2010, p. 42.
( 2 ) Position of the European Parliament of 20 October 2010 (not yet
( 4 ) OJ L 12, 16.1.2001, p. 1.
published in the Official Journal) and decision of the Council of
( 5 ) OJ L 143, 30.4.2004, p. 15.
24 January 2011.
( 6 ) OJ L 399, 30.12.2006, p. 1.
( 3 ) OJ L 200, 8.8.2000, p. 35.
( 7 ) OJ L 199, 31.7.2007, p. 1.

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L 48/2
EN
Official Journal of the European Union
23.2.2011
(6) In
its
Communication
of
25
June
2008
entitled
‘
“Think
decisive shift to a culture of prompt payment, including
Small First” — A “Small Business Act” for Europe’, the
one in which the exclusion of the right to charge interest
Commission emphasised that small and medium-sized
should always be considered to be a grossly unfair
enterprises’ (SMEs) access to finance should be facilitated
contractual term or practice, is necessary to reverse this
and that a legal and business environment supportive of
trend and to discourage late payment. Such a shift should
timely payments in commercial transactions should be
also include the introduction of specific provisions on
developed. It should be noted that public authorities
payment periods and on the compensation of creditors
have a special responsibility in this regard. The criteria
for the costs incurred, and, inter alia, that the exclusion
for the definition of SMEs are set out in Commission
of the right to compensation for recovery costs should be
Recommendation 2003/361/EC of 6 May 2003
presumed to be grossly unfair.
concerning the definition of micro, small and medium-
sized enterprises ( 1 ).
(13) Accordingly,
provision
should
be
made
for
business-to-
(7) One of the priority actions of the Commission
business contractual payment periods to be limited, as a
Communication of 26 November 2008 entitled
general rule, to 60 calendar days. However, there may be
‘European Economic Recovery Plan’ is the reduction of
circumstances in which undertakings require more
administrative burdens and the promotion of entrepre
extensive payment periods, for example when under
neurship by, inter alia, ensuring that, as a matter of
takings wish to grant trade credit to their customers. It
principle, invoices, including to SMEs, for supplies and
should therefore remain possible for the parties to
services are paid within 1 month to ease liquidity
expressly agree on payment periods longer than 60
constraints.
calendar days, provided, however, that such extension
is not grossly unfair to the creditor.
(8) The
scope
of
this
Directive
should
be
limited
to
payments made as remuneration for commercial trans
(14) In the interest of consistency of Union legislation, the
actions. This Directive should not regulate transactions
definition of ‘contracting authorities’ in Directive
with consumers, interest in connection with other
2004/17/EC of the European Parliament and of the
payments, for instance payments under the laws on
Council of 31 March 2004 coordinating the
cheques and bills of exchange, or payments made as
procurement procedures of entities operating in the
compensation for damages including payments from
water, energy, transport and postal services sectors (
insurance companies. Furthermore, Member States

2 )
and in Directive 2004/18/EC of the European Parliament
should be able to exclude debts that are subject to
and of the Council of 31 March 2004 on the coor
insolvency proceedings, including proceedings aimed at
dination of procedures for the award of public works
debt restructuring.
contracts, public supply contracts and public services
contracts ( 3 ) should apply for the purposes of this
Directive.
(9) This
Directive
should
regulate
all
commercial
transactions
irrespective of whether they are carried out between
private or public undertakings or between undertakings
and public authorities, given that public authorities
(15) Statutory interest due for late payment should be
handle a considerable volume of payments to under
calculated on a daily basis as simple interest, in
takings. It should therefore also regulate all commercial
accordance with Regulation (EEC, Euratom) No
transactions between main contractors and their
1182/71 of the Council of 3 June 1971 determining
suppliers and subcontractors.
the rules applicable to periods, dates and time limits ( 4 ).
(10) The
fact
that
the
liberal
professions
are
covered
by
this
Directive should not oblige Member States to treat them
(16) This
Directive
should
not
oblige
a
creditor
to
claim
as undertakings or merchants for purposes outside the
interest for late payment. In the event of late payment,
scope of this Directive.
this Directive should allow a creditor to resort to
charging interest for late payment without giving any
prior notice of non-performance or other similar notice
(11) The delivery of goods and the provision of services for
reminding the debtor of his obligation to pay.
remuneration to which this Directive applies should also
include the design and execution of public works and
building and civil engineering works.
(17) A
debtor’s
payment
should
be
regarded
as
late,
for
the
purposes of entitlement to interest for late payment,
where the creditor does not have the sum owed at his
(12) Late
payment
constitutes
a
breach
of
contract
which
has
disposal on the due date provided that he has fulfilled his
been made financially attractive to debtors in most
legal and contractual obligations.
Member States by low or no interest rates charged on
late payments and/or slow procedures for redress. A
( 2 ) OJ L 134, 30.4.2004, p. 1.
( 3 ) OJ L 134, 30.4.2004, p. 114.
( 1 ) OJ L 124, 20.5.2003, p. 36.
( 4 ) OJ L 124, 8.6.1971, p. 1.

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23.2.2011 Official
Journal
of
the
European
Union
L
48/3
(18) Invoices
trigger
requests
for
payment
and
are
important
introduce specific rules as regards commercial trans
documents in the chain of transactions for the supply of
actions for the supply of goods or services by under
goods and services, inter alia, for determining payment
takings to public authorities, which should provide in
deadlines. For the purposes of this Directive, Member
particular for payment periods normally not exceeding
States should promote systems that give legal certainty
30 calendar days, unless otherwise expressly agreed in
as regards the exact date of receipt of invoices by the
the contract and provided it is objectively justified in
debtors, including in the field of e-invoicing where the
the light of the particular nature or features of the
receipt of invoices could generate electronic evidence and
contract, and in any event not exceeding 60 calendar
which is partly governed by the provisions on invoicing
days.
contained in Council Directive 2006/112/EC of
28 November 2006 on the common system of value
added tax ( 1 ).
(24) However, account should be taken of the specific
situation of public authorities carrying out economic
activities of an industrial or commercial nature by
(19) Fair
compensation
of
creditors
for
the
recovery
costs
offering goods or services on the market as a public
incurred due to late payment is necessary to discourage
undertaking. For that purpose, Member States should
late payment. Recovery costs should also include the
be allowed, under certain conditions, to extend the
recovery of administrative costs and compensation for
statutory payment period up to a maximum of 60
internal costs incurred due to late payment for which
calendar days.
this Directive should determine a fixed minimum sum
which may be cumulated with interest for late
payment. Compensation in the form of a fixed sum
should aim at limiting the administrative and internal
(25) A
particular
cause
for
concern
in
connection
with
late
costs linked to the recovery. Compensation for the
payment is the situation of health services in a large
recovery costs should be determined without prejudice
number of Member States. Healthcare systems, as a
to national provisions according to which a national
fundamental part of Europe’s social infrastructure, are
court may award compensation to the creditor for any
often obliged to reconcile individual needs with the
additional damage regarding the debtor’s late payment.
available finances, as the population of Europe ages, as
expectations rise, and as medicine advances. All systems
have to deal with the challenge of prioritising healthcare
(20) In addition to an entitlement to payment of a fixed sum
in a way that balances the needs of individual patients
to cover internal recovery costs, creditors should also be
with the financial resources available. Member States
entitled to reimbursement of the other recovery costs
should therefore be able to grant public entities
they incur as a result of late payment by a debtor.
providing healthcare a certain amount of flexibility in
Such costs should include, in particular, those incurred
meeting their commitments. For that purpose, Member
by creditors in instructing a lawyer or employing a debt
States should be allowed, under certain conditions, to
collection agency.
extend the statutory payment period up to a maximum
of 60 calendar days. Member States should, nonetheless,
make every effort to ensure that payments in the
healthcare sector are made within the statutory
(21) This
Directive
should
be
without
prejudice
to
the
right
of
payment periods.
Member States to provide for fixed sums for compen
sation of recovery costs which are higher and therefore
more favourable to the creditor, or to increase those
sums, inter alia, in order to keep pace with inflation.
(26) In order not to jeopardise
the achievement of the
objective of this Directive, Member States should ensure
that in commercial transactions the maximum duration
(22) This Directive should not prevent payments by
of a procedure of acceptance or verification does not
instalments or staggered payments. However, each
exceed, as a general rule, 30 calendar days. Nevertheless,
instalment or payment should be paid on the agreed
it should be possible for a verification procedure to
terms and should be subject to the rules for late
exceed 30 calendar days, for example in the case of
payment set out in this Directive.
particularly complex contracts, when expressly agreed
in the contract and in any tender documents and if it
is not grossly unfair to the creditor.
(23) As
a
general
rule,
public
authorities
benefit
from
more
secure, predictable and continuous revenue streams than
undertakings. In addition, many public authorities can
(27) The
Union
institutions
are
in
a
situation
comparable
to
obtain financing at more attractive conditions than
that of the public authorities of Member States with
undertakings. At the same time, public authorities
regard to their financing and commercial relationships.
depend less than undertakings on building stable
Council Regulation (EC, Euratom) No 1605/2002 of
commercial relationships for the achievement of their
25 June 2002 on the Financial Regulation applicable to
aims. Long payment periods and late payment by
the general budget of the European Communities ( 2 )
public authorities for goods and services lead to unjus
specifies that the validation, authorisation and payment
tified costs for undertakings. It is therefore appropriate to
of expenditure by Union institutions must be completed
( 1 ) OJ L 347, 11.12.2006, p. 1.
( 2 ) OJ L 248, 16.9.2002, p. 1.

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within the time limits laid down in its implementing
(32) This
Directive
only
defines
the
term
‘enforceable
title’
but
rules. Those implementing rules are currently set out in
should not regulate the various procedures for forced
Commission Regulation (EC, Euratom) No 2342/2002 of
execution of such a title or the conditions under which
23 December 2002 laying down detailed rules for the
forced execution of such a title can be stopped or
implementation of Council Regulation (EC, Euratom) No
suspended.
1605/2002 on the Financial Regulation applicable to the
general budget of the European Communities ( 1 ), and
specify the circumstances in which creditors which are
(33) The
consequences
of
late
payment
can
be
dissuasive
only
paid late are entitled to receive default interest. In the
if they are accompanied by procedures for redress which
context of the ongoing review of those Regulations, it
are rapid and effective for the creditor. In accordance
should be ensured that the maximum time limits for
with the principle of non-discrimination set out in
payment by the Union institutions are aligned with
Article 18 of the Treaty on the Functioning of the
statutory periods applicable to public authorities in
European Union, those procedures should be available
accordance with this Directive.
to all creditors who are established in the Union.
(28) This
Directive should prohibit abuse of freedom of
(34) In order to facilitate compliance with the provisions of
contract to the disadvantage of the creditor. As a
this Directive, Member States should encourage recourse
result, where a term in a contract or a practice relating
to mediation or other means of alternative dispute
to the date or period for payment, the rate of interest for
resolution. Directive 2008/52/EC of the European
late payment or the compensation for recovery costs is
Parliament and of the Council of 21 May 2008 on
not justified on the grounds of the terms granted to the
certain aspects of mediation in civil and commercial
debtor, or it mainly serves the purpose of procuring the
matters ( 2 ) already sets a framework for systems of
debtor additional liquidity at the expense of the creditor,
mediation at Union level, especially for cross-border
it may be regarded as constituting such an abuse. For
disputes, without preventing its application to internal
that purpose, and in accordance with the academic ‘Draft
mediation systems. Member States should also
Common Frame of Reference’, any contractual term or
encourage interested parties to draw up voluntary codes
practice which grossly deviates from good commercial
of conduct aimed, in particular, at contributing to the
practice and is contrary to good faith and fair dealing
implementation of this Directive.
should be regarded as unfair to the creditor. In particular,
the outright exclusion of the right to charge interest
should always be considered as grossly unfair, whereas
(35) It is necessary to ensure that the recovery procedures for
the exclusion of the right to compensation for recovery
unchallenged claims related to late payment in
costs should be presumed to be grossly unfair. This
commercial transactions be completed within a short
Directive should not affect national provisions relating
period of time, including through an expedited
to the way contracts are concluded or regulating the
procedure and irrespective of the amount of the debt.
validity of contractual terms which are unfair to the
debtor.
(36) Since
the
objective
of
this
Directive,
namely
combating
late payment in the internal market, cannot be
(29) In the context of enhanced efforts to prevent the abuse
sufficiently achieved by the Member States and can,
of freedom of contract to the detriment of creditors,
therefore, by reason of its scale and effect, be better
organisations officially recognised as representing under
achieved at the Union level, the Union may adopt
takings and organisations with a legitimate interest in
measures, in accordance with the principle of subsidiarity
representing undertakings should be able to take action
as set out in Article 5 of the Treaty on European Union.
before national courts or administrative bodies in order
In accordance with the principle of proportionality, as set
to prevent the continued use of contract terms or
out in that Article, this Directive does not go beyond
practices which are grossly unfair to the creditor.
what is necessary in order to achieve that objective.
(37) The
obligation
to
transpose
this
Directive
into
national
(30) In order to contribute to the achievement of the objective
law should be confined to those provisions which
of this Directive, Member States should foster the spread
represent a substantive change as compared with
of good practices, including by encouraging the publi
Directive 2000/35/EC. The obligation to transpose the
cation of a list of prompt payers.
provisions which are unchanged arises under that
Directive.
(31) It
is
desirable
to
ensure
that
creditors
are
in
a
position
to
exercise a retention of title clause on a non-discrimi
(38) This
Directive
should
be
without
prejudice
to
the
obli
natory basis throughout the Union, if the retention of
gations of the Member States relating to the time limits
title clause is valid under the applicable national
for transposition into national law and application of
provisions designated by private international law.
Directive 2000/35/EC.
( 1 ) OJ L 357, 31.12.2002, p. 1.
( 2 ) OJ L 136, 24.5.2008, p. 3.

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Journal
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European
Union
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(39) In
accordance
with
point
34
of
the
Interinstitutional
(ii) the marginal interest rate resulting from variable-
Agreement on better law-making ( 1 ), Member States are
rate tender procedures for the most recent main
encouraged to draw up, for themselves and in the interest
refinancing operations of the European Central
of the Union, their own tables which will, as far as
Bank;
possible, illustrate the correlation between this Directive
and their transposition measures, and to make those
(b) for a Member State whose currency is not the euro,
tables public,
the equivalent rate set by its national central bank;
HAVE ADOPTED THIS DIRECTIVE:
(8) ‘amount due’ means the principal sum which should have
Article 1
been paid within the contractual or statutory period of
payment, including the applicable taxes, duties, levies or
Subject matter and scope
charges specified in the invoice or the equivalent request
for payment;
1. The
aim
of
this
Directive
is
to
combat
late
payment
in
commercial transactions, in order to ensure the proper func
tioning of the internal market, thereby fostering the competi
(9) ‘retention of title’ means the contractual agreement
tiveness of undertakings and in particular of SMEs.
according to which the seller retains title to the goods
in question until the price has been paid in full;
2. This
Directive
shall
apply
to
all
payments
made
as
remu-
neration for commercial transactions.
(10) ‘enforceable title’ means any decision, judgment or order
for payment issued by a court or other competent
3. Member
States
may
exclude
debts
that
are
subject
to
authority, including those that are provisionally
insolvency proceedings instituted against the debtor, including
enforceable, whether for immediate payment or payment
proceedings aimed at debt restructuring.
by instalments, which permits the creditor to have his
claim against the debtor collected by means of forced
Article 2
execution.
Definitions
Article 3
For the purposes of this Directive, the following definitions shall
apply:
Transactions between undertakings
(1) ‘commercial transactions’ means transactions between
1. Member States shall ensure that, in commercial trans
undertakings or between undertakings and public
actions between undertakings, the creditor is entitled to
authorities which lead to the delivery of goods or the
interest for late payment without the necessity of a reminder,
provision of services for remuneration;
where the following conditions are satisfied:
(2) ‘public authority’ means any contracting authority, as
(a) the creditor has fulfilled its contractual and legal obligations;
defined in point (a) of Article 2(1) of Directive
and
2004/17/EC and in Article 1(9) of Directive 2004/18/EC,
regardless of the subject or value of the contract;
(b) the creditor has not received the amount due on time,
unless the debtor is not responsible for the delay.
(3) ‘undertaking’ means any organisation, other than a public
authority, acting in the course of its independent economic
2. Member
States
shall
ensure
that
the
applicable
reference
or professional activity, even where that activity is carried
rate:
out by a single person;
(4) ‘late payment’ means payment not made within the
(a) for the first semester of the year concerned shall be the rate
contractual or statutory period of payment and where
in force on 1 January of that year;
the conditions laid down in Article 3(1) or Article 4(1)
are satisfied;
(b) for the second semester of the year concerned shall be the
rate in force on 1 July of that year.
(5) ‘interest for late payment’ means statutory interest for late
payment or interest at a rate agreed upon between under
3. Where
the
conditions
set
out
in
paragraph
1
are
satisfied,
takings, subject to Article 7;
Member States shall ensure the following:
(6) ‘statutory interest for late payment’ means simple interest
(a) that the creditor is entitled to interest for late payment from
for late payment at a rate which is equal to the sum of the
the day following the date or the end of the period for
reference rate and at least eight percentage points;
payment fixed in the contract;
(7) ‘reference rate’ means either of the following:
(b) where the date or period for payment is not fixed in the
(a) for a Member State whose currency is the euro, either:
contract, that the creditor is entitled to interest for late
payment upon the expiry of any of the following time
(i) the interest rate applied by the European Central
limits:
Bank to its most recent main refinancing
operations; or
(i) 30 calendar days following the date of receipt by the
debtor of the invoice or an equivalent request for
( 1 ) OJ C 321, 31.12.2003, p. 1.
payment;

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(ii) where the date of the receipt of the invoice or the
(ii) where the date of receipt of the invoice or the
equivalent request for payment is uncertain, 30
equivalent request for payment is uncertain, 30
calendar days after the date of receipt of the goods or
calendar days after the date of the receipt of the
services;
goods or services;
(iii) where the debtor receives the invoice or the equivalent
request for payment earlier than the goods or the
(iii) where the debtor receives the invoice or the equivalent
services, 30 calendar days after the date of the receipt
request for payment earlier than the goods or the
of the goods or services;
services, 30 calendar days after the date of the receipt
of the goods or services;
(iv) where a procedure of acceptance or verification, by
which the conformity of the goods or services with
the contract is to be ascertained, is provided for by
(iv) where a procedure of acceptance or verification, by
statute or in the contract and if the debtor receives
which the conformity of the goods or services with
the invoice or the equivalent request for payment
the contract is to be ascertained, is provided for by
earlier or on the date on which such acceptance or
statute or in the contract and if the debtor receives
verification takes place, 30 calendar days after that date.
the invoice or the equivalent request for payment
earlier or on the date on which such acceptance or
4. Where
a
procedure
of
acceptance
or
verification,
by
which
verification takes place, 30 calendar days after that date;
the conformity of the goods or services with the contract is to
be ascertained, is provided for, Member States shall ensure that
the maximum duration of that procedure does not exceed 30
(b) the date of receipt of the invoice is not subject to a
calendar days from the date of receipt of the goods or services,
contractual agreement between debtor and creditor.
unless otherwise expressly agreed in the contract and provided
it is not grossly unfair to the creditor within the meaning of
Article 7.
4. Member
States
may
extend
the
time
limits
referred
to
in
point (a) of paragraph 3 up to a maximum of 60 calendar days
5. Member
States
shall
ensure
that
the
period
for
payment for:
fixed in the contract does not exceed 60 calendar days, unless
otherwise expressly agreed in the contract and provided it is not
grossly unfair to the creditor within the meaning of Article 7.
(a) any public authority which carries out economic activities of
an industrial or commercial nature by offering goods or
Article 4
services on the market and which is subject, as a public
undertaking, to the transparency requirements laid down
Transactions between undertakings and public authorities
in Commission Directive 2006/111/EC of 16 November
1. Member States shall ensure that, in commercial trans
2006 on the transparency of financial relations between
actions where the debtor is a public authority, the creditor is
Member States and public undertakings as well as on
entitled upon expiry of the period defined in paragraphs 3, 4 or
financial transparency within certain undertakings ( 1 );
6 to statutory interest for late payment, without the necessity of
a reminder, where the following conditions are satisfied:
(b) public entities providing healthcare which are duly
recognised for that purpose.
(a) the creditor has fulfilled its contractual and legal obligations;
and
If a Member State decides to extend the time limits in
(b) the creditor has not received the amount due on time,
accordance with this paragraph, it shall send a report on such
unless the debtor is not responsible for the delay.
extension to the Commission by 16 March 2018.
2. Member
States
shall
ensure
that
the
applicable
reference
rate:
On that basis, the Commission shall submit a report to the
European Parliament and the Council indicating which
(a) for the first semester of the year concerned shall be the rate
Member States have extended the time limits in accordance
in force on 1 January of that year;
with this paragraph and taking into account the impact on
the functioning of the internal market, in particular on SMEs.
(b) for the second semester of the year concerned shall be the
That report shall be accompanied by any appropriate proposals.
rate in force on 1 July of that year.
3. Member States shall ensure that in commercial trans
5. Member States shall ensure that the maximum duration of
actions where the debtor is a public authority:
a procedure of acceptance or verification referred to in point (iv)
of point (a) of paragraph 3 does not exceed 30 calendar days
(a) the period for payment does not exceed any of the
from the date of receipt of the goods or services, unless
following time limits:
otherwise expressly agreed in the contract and any tender
documents and provided it is not grossly unfair to the
(i) 30 calendar days following the date of receipt by the
creditor within the meaning of Article 7.
debtor of the invoice or an equivalent request for
payment;
( 1 ) OJ L 318, 17.11.2006, p. 17.

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6. Member
States
shall
ensure
that
the
period
for
payment (c) whether the debtor has any objective reason to deviate from
fixed in the contract does not exceed the time limits provided
the statutory rate of interest for late payment, from the
for in paragraph 3, unless otherwise expressly agreed in the
payment period as referred to in Article 3(5), point (a) of
contract and provided it is objectively justified in the light of
Article 4(3), Article 4(4) and Article 4(6) or from the fixed
the particular nature or features of the contract, and that it in
sum as referred to in Article 6(1).
any event does not exceed 60 calendar days.
2. For
the
purpose
of
paragraph
1,
a
contractual
term
or
a
Article 5
practice which excludes interest for late payment shall be
Payment schedules
considered as grossly unfair.
This Directive shall be without prejudice to the ability of parties
to agree, subject to the relevant provisions of applicable
national law, on payment schedules providing for instalments.
3. For
the
purpose
of
paragraph
1,
a
contractual
term
or
a
In such cases, where any of the instalments is not paid by the
practice which excludes compensation for recovery costs as
agreed date, interest and compensation provided for in this
referred to in Article 6 shall be presumed to be grossly unfair.
Directive shall be calculated solely on the basis of overdue
amounts.
4. Member
States
shall
ensure
that,
in
the
interests
of
creditors and competitors, adequate and effective means exist
Article 6
to prevent the continued use of contractual terms and practices
which are grossly unfair within the meaning of paragraph 1.
Compensation for recovery costs
1. Member
States
shall
ensure
that,
where
interest
for
late
payment becomes payable in commercial transactions in
accordance with Article 3 or 4, the creditor is entitled to
5. The
means
referred
to
in
paragraph
4
shall
include
obtain from the debtor, as a minimum, a fixed sum of EUR 40.
provisions whereby organisations officially recognised as repre
senting undertakings, or organisations with a legitimate interest
in representing undertakings may take action according to the
applicable national law before the courts or before competent
2. Member States shall ensure that the fixed sum referred to
administrative bodies on the grounds that contractual terms or
in paragraph 1 is payable without the necessity of a reminder
practices are grossly unfair within the meaning of paragraph 1,
and as compensation for the creditor’s own recovery costs.
so that they can apply appropriate and effective means to
prevent their continued use.
3. The
creditor
shall,
in
addition
to
the
fixed
sum
referred
to
in paragraph 1, be entitled to obtain reasonable compensation
Article 8
from the debtor for any recovery costs exceeding that fixed sum
and incurred due to the debtor’s late payment. This could
Transparency and awareness raising
include expenses incurred, inter alia, in instructing a lawyer or
employing a debt collection agency.
1. Member
States
shall
ensure
transparency
regarding
the
rights and obligations stemming from this Directive, including
by making publicly available the applicable rate of statutory
interest for late payment.
Article 7
Unfair contractual terms and practices
1. Member
States
shall
provide
that
a
contractual
term
or
a 2. The Commission shall make publicly available on the
practice relating to the date or period for payment, the rate of
Internet details of the current statutory rates of interest which
interest for late payment or the compensation for recovery costs
apply in all the Member States in the event of late payment in
is either unenforceable or gives rise to a claim for damages if it
commercial transactions.
is grossly unfair to the creditor.
3. Member
States
shall,
where
appropriate,
use
professional
In determining whether a contractual term or a practice is
publications, promotion campaigns or any other functional
grossly unfair to the creditor, within the meaning of the first
means to increase awareness of the remedies for late payment
subparagraph, all circumstances of the case shall be considered,
among undertakings.
including:
4. Member
States
may
encourage
the
establishment
of
(a) any gross deviation from good commercial practice,
prompt payment codes which set out clearly defined payment
contrary to good faith and fair dealing;
time limits and a proper process for dealing with any payments
that are in dispute, or any other initiatives that tackle the crucial
issue of late payment and contribute to developing a culture of
(b) the nature of the product or the service; and
prompt payment which supports the objective of this Directive.

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L 48/8
EN
Official Journal of the European Union
23.2.2011
Article 9
When Member States adopt those measures, they shall contain a
reference to this Directive or shall be accompanied by such
Retention of title
reference on the occasion of their official publication. They
1. Member
States
shall
provide
in
conformity
with
the shall also include a statement that references in existing laws,
applicable national provisions designated by private inter
regulations and administrative provisions to the repealed
national law that the seller retains title to goods until they
Directive shall be construed as references to this Directive.
are fully paid for if a retention of title clause has been
The methods of making such reference and the formulation
expressly agreed between the buyer and the seller before the
of such statement shall be laid down by Member States.
delivery of the goods.
2. Member
States
shall
communicate
to
the
Commission
the
2. Member
States
may
adopt
or
retain
provisions
dealing text of the main provisions of national law which they adopt in
with down payments already made by the debtor.
the field covered by this Directive.
Article 10
3. Member
States
may
maintain
or
bring
into
force
provisions which are more favourable to the creditor than the
Recovery procedures for unchallenged claims
provisions necessary to comply with this Directive.
1.
Member States shall ensure that an enforceable title can be
obtained, including through an expedited procedure and irre
4. In
transposing
the
Directive,
Member
States
shall
decide
spective of the amount of the debt, normally within 90 calendar
whether to exclude contracts concluded before 16 March 2013.
days of the lodging of the creditor’s action or application at the
court or other competent authority, provided that the debt or
Article 13
aspects of the procedure are not disputed. Member States shall
carry out this duty in accordance with their respective national
Repeal
laws, regulations and administrative provisions.
Directive 2000/35/EC is repealed with effect from 16 March
2013, without prejudice to the obligations of the Member
2. National
laws,
regulations
and
administrative
provisions States relating to the time limit for its transposition into
shall apply the same conditions for all creditors who are estab
national law and its application. However, it shall remain
lished in the Union.
applicable to contracts concluded before that date to which
this Directive does not apply pursuant to Article 12(4).
3. When
calculating
the
period
referred
to
in
paragraph
1,
the following shall not be taken into account:
References to the repealed Directive shall be construed as
references to this Directive and be read in accordance with
(a) periods for service of documents;
the correlation table set out in the Annex.
(b) any delays caused by the creditor, such as periods devoted
Article 14
to correcting applications.
Entry into force
4. This
Article
shall
be
without
prejudice
to
the
provisions
of
Regulation (EC) No 1896/2006.
This Directive shall enter into force on the 20th day following
its publication in the Official Journal of the European Union.
Article 11
Article 15
Report
Addressees
By 16 March 2016, the Commission shall submit a report to
the European Parliament and the Council on the implemen
This Directive is addressed to the Member States.
tation of this Directive. The report shall be accompanied by
any appropriate proposals.
Done at Strasbourg, 16 February 2011.
Article 12
Transposition
1. Member
States
shall
bring
into
force
the
laws,
regulations
For the European Parliament
For the Council
and administrative provisions necessary to comply with Articles
1 to 8 and 10 by 16 March 2013. They shall forthwith
The President
The President
communicate to the Commission the text of those provisions.
J. BUZEK
MARTONYI J.

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EN
23.2.2011 Official
Journal
of
the
European
Union
L
48/9
ANNEX
Correlation table
Directive 2000/35/EC This
Directive
— Article
1(1)
Article 1 Article
1(2)
Article 2(1), first subparagraph Article
2(1)
Article 2(1), second subparagraph Article
2(2)
Article 2(1), third subparagraph Article
2(3)
Article 2(2) Article
2(4)
— Article
2(5)
— Article
2(6)
— Article
2(7),
introductory
part
— Article
2(8)
Article 2(3) Article
2(9)
Article 2(4) Article
2(7)(a)
Article 2(5) Article
2(10)
Article 3(1)(a) Article
3(3)(a)
Article 3(1)(b), introductory part Article
3(3)(b),
introductory
part
Article 3(1)(b)(i) Article
3(3)(b)(i)
Article 3(1)(b)(ii) Article
3(3)(b)(ii)
Article 3(1)(b)(iii) Article
3(3)(b)(iii)
Article 3(1)(b)(iv) Article
3(3)(b)(iv)
— Article
3(4)
— Article
3(5)
Article 3(1)(c) Article
3(1)
Article 3(1)(d), first and third sentences
—
Article 3(1)(d), second sentence Article
2(7)(b)
— Article
3(2)
— Article
4
— Article
5
— Article
6(1)
— Article
6(2)
Article 3(1)(e) Article
6(3)

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L 48/10
EN
Official Journal of the European Union
23.2.2011
Directive 2000/35/EC This
Directive
Article 3(2)
—
Article 3(3) Article
7(1)
— Article
7(2)
— Article
7(3)
Article 3(4) Article
7(4)
Article 3(5) Article
7(5)
— Article
8
Article 4 Article
9
Article 5(1), (2) and (3) Article
10(1),
(2)
and
(3)
Article 5(4)
—
— Article
10(4)
— Article
11
Article 6(1)
—
— Article
12(1)
Article 6(2) Article
12(3)
Article 6(3) Article
1(3)
Article 6(4) Article
12(2)
Article 6(5)
—
— Article
12(4)
— Article
13
Article 7 Article
14
Article 8 Article
15
— Annex

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