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Serbia is preparing to adopt its first-ever legal framework addressing unfair trading practices. The draft Law on Trading Practices (ʺDraft Law ʺor ʺLawʺ) has passed the public consultation stage in January 2026. While some minor amendments to the Draft Law will need to be made as a result of the public consultation, the Law is expected to be ready for adoption by the Serbian Parliament very soon, most likely during spring 2026. This article outlines the key elements of the Draft 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 proposing 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 Draft 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 Draft Law applies to relationships between suppliers and buyers of agricultural and food products, as well as products of special importance.[1] 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 Draft 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 Draft Law requires that all contracts between suppliers and buyers be concluded in written form. This requirement is deemed satisfied if the supplier accepts the buyer’s general terms and conditions. Compared to the Directive, which does not prescribe any mandatory form requirements, the Draft Law is stricter in this respect.
The Draft 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 obligations.
5. Unfair Trading Practices
The main elements of the unfair trading practices definition set by the Draft Law are (i) a considerable imbalance in bargaining power between a supplier and a buyer and (ii) unilateral imposition of trading conditions or her 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 Draft Law:
Suppliers may also demonstrate that the buyer has considerable bargaining power in other circumstances.
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 Draft Law, the CPC is supposed to issue guidelines further clarifying the meaning and rules for determining the buyer’s considerable bargaining power.
6. Black-Listed Practices
The Draft 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:
7. Grey-Listed Practices
In addition to the list of black-listed practices, the Draft Law defines the list of other trading practices that are deemed prohibited, unless the parties agreed on them beforehand in clear and unambiguous terms (so called ʺgrey-listed practicesʺ). Examples include trading practices where the buyer:
Following practices are deemed to be prohibited unless the buyer proves otherwise:
8. Prohibition of Retaliation
The Draft 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:
9. Enforcement
The Draft Law introduces several notable enforcement mechanisms, including a relatively novel one: a natural person qualifying as a whistleblower, that provides the key evidence to the CPC, has a right to monetary reward in the amount of 10% of the fine the CPC imposes against the infringer.
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 Draft 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 Draft 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:
In addition to the CPC’s authorities, the trade inspectorate of the Ministry of Internal and Foreign Trade is authorized to issue 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 written form and transparency requirements (see point 4 above).
10. What to expect?
Active and intensive enforcement can be expected considering the importance of the industry sectors that fall under the Draft Law’s scope of application, as well as the experience from the neigh boring 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 227,000 2 ). Companies should therefore prepare in advance by aligning contracts and commercial practices with the requirements of the Draft Law and ensuring that relevant employees are trained and aware of the new rules.
[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.
