New Rules on Unfair Trading Practices in Serbia Adopted

‍This blog is an update of our previous blog post on the topic of new rules on unfair trading practices from 3 March 2026, available here.

On 23 April 2026, the Serbian Parliament adopted the Law on Trading Practices for Certain Types of Products (ʺLawʺ), which shall enter into force on 1 May 2026. This article outlines the key elements of the Law that should be carefully considered by the companies in the affected industry sectors.

1.     Background Information

The introduction of a legal framework regulating unfair trading practices in Serbia has been under discussion for several years, particularly following the adoption of Directive (EU) 2019/633 on unfair trading practices in business-to-business relationships in the agricultural and food supply chain (ʺDirectiveʺ). We previously reported on the Directive’s impact on companies operating in Serbia (see here).

According to the legislator, the main reason for adopting the Law is considerable asymmetry in bargaining power between suppliers and buyers of agricultural and food products, which resulted in trading practices that jeopardize the businesses of the agricultural and food products suppliers. The Law is also meant to contribute to further alignment of the Serbian legal framework with the EU acquis and most importantly the Directive.

2.     The Scope of Application

The Law applies to relationships between suppliers and buyers of agricultural and food products, as well as products of special importance¹. The later include products of special importance for consumers, such as house and personal hygiene products, cosmetics and diapers and products of special importance for agriculture, such as plant nutrition and protection products and soil improvers. Compared to the Directive, which applies only to agricultural and food products, the Law’s scope of application is wider.

3.     Competent Authority

The authority competent to enforce the provisions of the Law will be the Serbian competition authority – the Commission for Protection of Competition (ʺCPCʺ).

4.    Written Form and Transparency Requirements

The Law requires that all contracts between suppliers and buyers be concluded in written form, and no later than 31 March of the relevant year. The written form is not required if the supplier of agricultural products accepts the general terms and conditions of the buyer.

The mandatory deadline for conclusion of contracts – 31 March – can be derogated from in two cases: (i) in case of a new product from an existing supplier, provided that the contract is concluded before the delivery of a new product; and (ii) in case of a contract with a new supplier.

The Law also prohibits the use of vague or conditional contractual provisions that grant one party unilateral discretion to determine the final price or other financial terms.

5.     Unfair Trading Practices

The main elements of the unfair trading practices definition set by the Law are (i) a considerable imbalance in bargaining power between a supplier and a buyer and (ii) unilateral imposition of trading conditions or other forms of unilateral conduct by the buyer.

A rebuttable presumption of a buyer’s considerable bargaining power (and thus of the imbalance of bargaining power between the supplier and buyer) exists if the supplier’s and buyer’s total annual revenues meet the following thresholds set by the Law:  

• the supplier's total annual revenue does not exceed EUR 2,000,000, whereas the buyer's total annual revenue exceeds EUR 2,000,000;
• the supplier's total annual revenue is between EUR 2,000,000 and EUR 10,000,000, whereas the buyer's total annual revenue exceeds EUR 10,000,000;
• the supplier's total annual revenue is between EUR 10,000,000 and EUR 50,000,000, whereas the buyer's total annual revenue exceeds EUR 50,000,000;
• the supplier's total annual revenue is between EUR 50,000,000 and EUR 150,000,000, whereas the buyer's total annual revenue exceeds EUR 150,000,000;
• the supplier's total annual revenue is between EUR 150,000,000 and EUR 350,000,000, whereas the buyer's total annual revenue exceeds EUR 350,000,000.

Suppliers may demonstrate that the buyer has considerable bargaining power in other circumstances as well.

During the public consultation, a widely supported view – also endorsed by the legislator – was that the Law should not apply where the supplier holds a dominant market position, as in such cases there can be no imbalance in bargaining power to the supplier’s detriment.

According to the Law, the CPC shall issue guidelines further clarifying the meaning and rules for determining the buyer’s considerable bargaining power.

6.     Black-Listed Practices

The Law defines the list of unfair trading practices that are always prohibited, irrespective of any justification (so called ʺblack-listed practicesʺ), including for example the following:

• payments and payment terms for perishable agricultural and food products in excess of 30 days;
• payments and payment terms for other agricultural and food products in excess of 60 days;
• cancelation by the buyer of the purchase orders for perishable agricultural and food products with a notice of less than 30 days before the agreed delivery date, or at such short notice that the supplier cannot reasonably be expected to secure alternative buyers;
• unilateral changes to the terms of a contract with the supplier by the buyer, particularly if these concern the provisions on (i) the contract’s term, (ii) deadline, frequency, method, place, timing or volume of the delivery, (iii) the quality standards, (iv) the terms of payment and (v) the prices;
• requesting payments from the supplier that are not related to the sale of the supplier’s products;
• obliging the supplier to pay for deterioration or loss of products occurring at the buyer's premises or after the ownership has been transferred to the buyer, where such deterioration or loss is not caused by negligence or fault of the supplier;
• refusal by the buyer to confirm in writing the terms of contract agreed with the supplier;
• obliging the supplier to compensate the buyer for the cost of examining customer complaints relating to the supplier’s products, where the supplier is not responsible for the causes of such complaints;
• charging fees to the supplier or requiring the supplier to supply products, in case of the buyer’s retail network expansion or restructuring;
• charging the supplier for the costs of additional quality control of products, where such quality control confirmed that the supplier’s products meet the agreed quality.
• requiring the supplier to provide security instruments for raw materials supplied to the buyer, where the buyer is not obliged to provide any security for the agricultural and food products that have been delivered but not yet paid for;
• requiring the supplier to make payments through multilateral set-off arrangements involving the transfer of the buyer’s debt to a third party;
• requiring the supplier to conclude an agreement with a third party or to make a payment to a third party with the aim or effect of circumventing the application of the Law;
• unlawfully obtaining, using or disclosing the supplier’s trade secrets within the meaning of the regulations governing the protection of trade secrets.

7.     Grey-Listed Practices

In addition to the list of black-listed practices, the Law defines the list of other trading practices that are deemed prohibited, unless (i) the parties agreed on them beforehand in clear and unambiguous terms or (ii)specific circumstances and/or justifications prescribed for each practice exist (so called ʺgrey-listed practicesʺ). Examples include trading practices where the buyer:

• returns unsold agricultural and food products to the supplier without paying for those products;
• charges the supplier for ordinary stocking, displaying or listing of the supplier’s products;
• passes on the cost of promotional incentives within a promotional campaign initiated by the buyer to the supplier;
• charges the supplier for implementing the buyer’s promotional or advertising activities;
• charges the supplier for reporting on the sales of the supplier’s products;
• requests the supplier to reimburse the buyer for the fines imposed by the competent authorities, unless the fines result from defects attributable to the supplier;
• charges the supplier for the cost of staff, fit-out, or similar operational expenses related to the sale of the supplier’s products;
• significantly reduces orders without a prior notice of 30 days;
• unilaterally terminates the contract with the supplier without a prior notice of at least 30 days, except in case the supplier is subject to insolvency or liquidation proceedings or has committed a material breach of contract;
• charges fees to the supplier for declining sales, unless such fees are directly proportionate to the actual damage suffered by the buyer due to the supplier’s failure to fulfil contractual obligations;
• requests the supplier to accept set-off as the method of payment, unless the supplier has given clear written consent;
• requests the supplier to grant additional discounts not previously agreed upon;
• refuses to accept perishable agricultural products from the supplier without providing evidence that (i) the products do not comply with the agreed quality requirements or contain a permanent defect, (ii) the defect existed prior to acceptance and was a result of the buyer’s negligence and (iii) the supplier was notified of the defect without delay.

8.     Retaliation

The Law prohibits any form of commercial retaliation or threats of retaliation by the buyer against a supplier who exercises its contractual rights, particularly where it concerns:

• removal of the supplier’s products from the buyer’s assortment (delisting);
• reduction of the ordered quantity or frequency of orders by the buyer, or delaying the acceptance, receipt or processing of orders or products;
• suspension or restriction of services that the buyer otherwise provides to the supplier in the course of the business relationship, such as marketing, promotional services, or prominent product placement.

The Law further clarifies that a threat of retaliation includes any statement, act or omission by the buyer that explicitly or implicitly suggests adverse consequences for the supplier if the supplier exercises its rights or refuses to accept certain conditions.

9.     Enforcement

The Law introduces several enforcement mechanisms, including rewards for whistleblowers: an individual who has been, or is currently, in a business relationship with a party involved in an unfair trading practice and who provides key evidence to the CPC ("whistleblower"), is entitled to a monetary reward in the amount of 5% of the fine imposed by the CPC on the infringer. If evidence is submitted by more than one whistleblower, the reward is granted to the person who first submitted the key evidence.

Third party complaints seem to be given greater value. Same as under the competition protection legal framework, third parties, including the supplier or the person submitting a complaint, are not considered a party in proceedings. However, unlike in competition infringement proceedings, the affected party, i.e. the supplier that was in a business relationship with the buyer that implemented the unfair trading practice, will have somewhat greater possibility to influence the course of infringement proceedings under the Law, as it will have the right to comment on facts and circumstances of relevance for the case and to access the files without proving its legal interest.  

Similarly to its authorities under the competition protection legislation, under the Law, the CPC may also initiate sector inquires.

The CPC’s authorities in the infringement proceedings are very similar to the ones under the competition protection legislation and include the authorization to conduct dawn-raids, inspect, copy and seize documents and correspondence, take statements from witnesses and interrogate parties.

The CPC may impose the following measures against the infringer:

• interim measures (simultaneously with the decision to open an investigation or at any later stage in the proceedings);
• order for removal or amendment of provisions in contracts and general terms and conditions in breach of the Law;
• fines of up to 0.6% of the infringing company’s annual revenue generated in Serbia in the year preceding the investigation (depending on the circumstances) for black-listed practices and commercial retaliation, including threats of commercial retaliation;
• fines of up to 0.3% of the infringing company’s annual revenue generated in Serbia in the year preceding the investigation (depending on the circumstances) for grey-listed practices;
• procedural penalties of RSD 500,000 (approx. EUR 4,200) for each day of acting contrary to, or failing to comply with, a request or order of the CPC, as well as for obstructing infringement proceedings or sector inquiries.

In addition to the CPC’s authorities, the trade inspectorate of the Ministry of Internal and Foreign Trade is authorized to issue, inter alia: (i) fines ranging from RSD 50,000 (approx. EUR 400) up to RSD 2,000,000 (approx. EUR 17,000) against the buyer who infringed the transparency requirements and (ii) fine in the amount of RSD 300,000 (approx. 2,600) against the buyer who infringed the written form requirements (see point 4above).

10.  Transitional Period

Companies that fall under the Law’s scope of application must align their general terms and conditions, agreements, internal guidelines, and business practices with the Law within four months following the Law’s entry into force, i.e. by 1 September 2026.

11.  What to expect?

Active and intensive enforcement can be expected considering the importance of the industry sectors that fall under the Law’s scope of application, as well as the experience from the neighboring jurisdictions – most notably Croatia, where the unfair trading practices are fiercely investigated by the Croatian competition authority (only in 2024 the Croatian competition authority conducted 59 investigations and issued fines totaling EUR 227,000²). Companies should therefore prepare in advance by aligning contracts and commercial practices with the requirements of the Law and ensuring that relevant employees are trained and aware of the new rules.

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[1]The reference to suppliers and buyers in the following text of this article is therefore to be understood as the reference to suppliers and buyers of agricultural and food products and products of special importance.

[2]Annual report of the Croatian competition authority, accessible here.

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