Draft legislation on unfair trading practices in food supply chain
A draft of the Serbian Trading Practices Act (“Draft Act“), modeled on the Unfair Trading Practices Directive (EU) 2019/633, has been published. It is scheduled to be submitted to the Serbian Parliament during its spring session starting in March. The primary objective of the legislation is to protect suppliers from buyers with significant market power.
Scope of application
The Trade Practices Act will apply to the trade within Serbia in agricultural and food products, as well as products of particular importance for the supply of the market (further defined in the draft), when:
- the supplier’s total annual revenue does not exceed EUR 2 million while the buyer’s annual revenue exceeds EUR 2 million;
- the supplier’s total annual revenue is between EUR 2 million and EUR 10 million, while the buyer’s annual revenue exceeds EUR 10 million;
- the supplier’s total annual revenue exceeds EUR 10 million but does not exceed EUR 50 million while the buyer’s annual revenue exceeds EUR 50 million;
- the supplier’s total annual revenue is between EUR 50,000,000 and EUR 150 million, while the buyer’s annual revenue exceeds EUR 150 million;
- the supplier’s annual revenue is between EUR 150 million and EUR 350 million, while the buyer’s annual revenue exceeds EUR 350 million.
Unfair practices
The Draft Act will sanction two categories of unfair practices:
(i) strictly prohibited practices (the Black List); and
(ii) practices that are conditionally permitted (the Grey List).
Black List
- Payment terms exceeding 60 or, as the case may be, 30 days. Parties may not agree to payment terms exceeding 60 days, or 30 days for perishable goods, counted from the date of delivery or invoice issuance, whichever occurs later.
- Cancellation of orders. Buyers are prohibited from cancelling orders for perishable agricultural and food products less than 30 days prior to the agreed delivery date.
- Unilateral contract amendments. Contractual provisions authorizing buyers to unilaterally amend key terms such as contract duration, deadlines, frequency, place and time of delivery, payment terms, or price are null and void.
- Risk of loss. The risk of loss passes on the buyer upon transfer of ownership. Loss in any event falls on the buyer if it occurs on the buyer’s premises.
- Cost of consumer complaints. Buyers may not require suppliers to bear the costs of consumer complaints unless the supplier is responsible for the cause of the complaint.
- Costs of additional quality control. Buyers may not charge suppliers for additional quality control if such control confirms that the products meet the agreed quality standards.
- Refusal to provide written confirmation. Buyers may not refuse to confirm the agreed contract terms in writing.
- Compensation for the expansion of sales network. Buyer may not request compensation or demand the delivery of goods due to the expansion of its sales network
- Security instruments. Buyers may not require suppliers to provide security (e.g. bank guarantees) for products received but not yet paid for by the buyer.
Grey List
- Marketing and listing fees. Buyer may charge marketing or listing fees and payment for promotional activities, provided such fees are based on reasonable, predetermined criteria and are stipulated in a separate agreement or annex. Mere reference to the general terms and conditions is not sufficient.
- Sales incentives. Parties may agree to supplier’s participation in sales incentives organized by the buyer, provided the duration of the incentives and the product quantities that may be sold at promotional prices are defined in advance.
- Fees for unsold goods. Buyers may charge fees for unsold goods only if they have previously warned the supplier that the goods may expire due to low demand and/or perishability, and the supplier nonetheless insisted on delivery.
- Fees for sales data. Buyer may charge the supplier fees for providing the supplier with data on the sales of its products, provided such fees are based on reasonable, predetermined criteria.
- Maintenance and staff fee. Buyer may charge fees for staff, as well as for equipping and maintaining the premises where the supplier’s products are sold, provided that such fees are based on reasonable, predetermined criteria.
- Compensation for reduced quantity. Buyers are prohibited from requesting compensation if the supplier reduces the quantity of perishable goods, unless the supplier increases the price by 10% or more. In the latter case, the buyer may cancel the order no later than 15 days prior to the delivery.
The following trading practices are presumed unfair but the buyer may rebut the presumption:
- Termination of contract at will with less than 30-day notice;
- Charging fees for reduced turnover, unless the reduction results from the supplier’s failure to deliver agreed quantities;
- Requiring compensation in kind;
- Conditioning further sale of the supplier’s goods by additional bonuses not initially agreed upon.
Other restrictions
The Draft Act classifies retaliation or threats thereof as a particularly serious unfair trading practices. The non‑exhaustive examples include delisting supplier’s products, reducing orders quantity or frequency and discontinuing services ordinarily provided to the supplier.
The new legislation will also ban the use of vague or conditional contract terms that grant one party discretionary authority to determine the final financial obligation.
Contracting parties will have to prepare an overview of the financial elements of the contract, to ensure full transparency of all monetary obligations. This overview must include all clearly determinable financial terms, such as prices, fees, benefits, penalties, and any other monetary obligations. The overview may be incorporated in the contract or provided as a separate document. Any amendment affecting these elements must be reflected in the overview.
Competence of the Commission for Protection of Competition for public enforcement
The Commission for Protection of Competition will be vested with the competence to enforce the Trading Practices Act. The Commission may launch the proceedings against buyer sua sponte or upon the initiative of a third party. Suppliers will have the status of interested parties with the right to be informed of the progress of the proceedings, submit evidence, review the case file and respond to the statement of objections. The Commission must issue a decision within 90 days (for Black List practices) or 120 days (for Grey List practices) from the commencement of the proceedings. If the Commission fails to issue a decision within these deadlines, the proceedings will be discontinued.
Remedies and sanctions
The Commission may impose behavioral measures and/or fines (“protective measures”). Behavioral measures include order to discontinue unfair practice and modify one’s general terms and conditions, model contracts, and/or internal guidelines to eliminate unfair practices. The base line for fine is 0.1% of the party’s total annual revenue generated in Serbia in the year preceding the commencement of the proceedings, adjustable upwards or downwards depending on the circumstances of the case.
Transitional period
Suppliers and buyers will be required to align their contracts and general terms of business with the provisions of the new law within four months of its entry into force.
Amendment to the Price Margin Decree
The controversial Price Margin Decree[1], which came into force on 1 September 2025, was amended once again on 30 January 2026. Under the latest revision, the wholesale prices of food, household chemicals, and personal care products are no longer frozen at the levels applicable as of 1 August 2025. Other price limitations imposed by the Decree remain in effect until 1 March 2026 when the Decree is set to expire.
[1] Regulation on Special Conditions for Conducting Trade in Certain Types of Goods (“Official Gazette of the RoS”, Nos. 76/2025, 78/2025 and 93/2025).
