Serbian Competition Commission issues Guidelines under the Unfair Trading Practices Act

The Serbian Commission for the Protection of Competition ("Commission") has recently adopted a set of by-laws elaborating key concepts introduced by the Unfair Trading Practices Act (Official Gazette of the Republic of Serbia, No. 35/2026) ("Act"). In particular, the Commission has issued Guidelines on significant bargaining power, as well as Guidelines on the forms of unfair trading practices regulated under the Act.

Significant bargaining power

The Act applies to the trade of agricultural and food products, as well as other products of particular importance for market supply, where the buyer has significant bargaining power over the supplier. Unless proven otherwise, it is presumed that the buyer has significant bargaining power 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.

According to the Guidelines on significant bargaining power, the relevant revenue is calculated as the sum of operating, financial and other income generated in Serbia in the financial year preceding the initiation of the proceedings. Intra-group revenue is excluded from the calculation. Where an undertaking carries out several non-complementary business activities, the relevant revenue is the one pertaining to the relevant activity.

The buyer may be considered to have significant bargaining power even if the revenue thresholds are not met, provided that the supplier demonstrates that the buyer is in a position to influence or dictate contractual terms. In particular, the supplier needs to demonstrate its (i) technological or commercial dependence on the buyer in question, (ii) geographic and time-related constraints in the supply chain (for example, where perishable agricultural products can only be sold to a limited number of buyers), (iii) its inability to establish an alternative commercial relationship within a short period of time, and (iv) unjustified delays in negotiations by the buyer.

Unfair trading practices

The Commission’s guidelines provide clarification as to what constitutes trading practices that are strictly prohibited (the Black List) versus those that are permitted only under certain conditions (the Grey List), as well as what constitutes commercial retaliation or threat thereof.

Black List

• Payment terms exceeding 60 or 30 days. Parties may not agree to payment terms exceeding 60 days (30 days for perishable goods designated by the Government), counted from the date of delivery or invoice issuance, whichever occurs later. These deadlines are mandatory and cannot be extended by agreement of the parties, the supplier’s express consent, commercial justifications, customary business practice, or the buyer’s business needs.
• Cancellation of orders. Buyers are prohibited from cancelling orders for perishable products less than 30 days prior to the agreed delivery date. Even if cancellation is made more than 30 days before the agreed delivery date, it may still be regarded as an unfair trading practice if, under the circumstances, it could not have been reasonably expected from the supplier to be able to sell the products to another buyer.
• Unilateral contract amendments. Contractual provisions authorizing buyers to unilaterally amend key terms such as contract duration, deadlines, frequency, quantity and quality standards, place and time of delivery, payment terms, or price, are null and void.
• Unrelated payments. Buyers may not require suppliers to make payments that are not related to the sale of the supplier’s products. Payments that are considered related to the sale of products include the purchase price, transportation costs, and other costs directly arising from the supply of the specific products.
• 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.
• Refusal to provide written confirmation. Buyers may not refuse to confirm the agreed contract terms in writing. This prohibition is particularly relevant in situations where a written framework agreement was concluded, but the buyer places individual orders orally and subsequently disputes the ordered quantities, prices, delivery terms, or other elements of the agreement.
• 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 (for example, the supplier may be responsible in case the complaint results from a hidden defect that existed at the time of delivery).
• Compensation for the expansion of sales network. The buyer may not require the supplier to contribute to the costs of expanding, renovating, equipping, or modernising the buyer’s sales network. Such costs are considered part of the buyer’s own business operations and may not be transferred to the supplier.
• 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.
• Security instruments. Buyers may not require suppliers to provide security (e.g. bank guarantees) for supplied raw materials, unless the buyer is also required to provide security for products it has received but has not yet paid for.
• Multilateral compensation arrangements. Buyers may not condition the supplier on making payments through multilateral set-off arrangements involving the transfer of the buyer’s payment obligation to a third party. In particular, an unfair trading practice may arise where the buyer systematically redirects payments to third parties, requires the supplier to seek payment from third parties instead of the buyer, or uses multilateral compensation arrangements as a means of extending payment periods beyond the statutory deadlines.
• Circumvention through third parties. Buyers may not require suppliers to enter into contracts with, or make payments to, third parties where such arrangements have the object or effect of circumventing the application of the Act.
• Misuse of trade secrets. Buyers are prohibited from unlawfully acquiring, using, or disclosing the supplier’s trade secrets within the meaning of legislation governing the protection of trade secrets.

Grey List

• Return of unsold goods without payment. Buyer may not return unsold products to the supplier without paying for them, unless the supplier insisted on delivery even though it had been informed in writing in advance that the products may remain unsold or expire.
• Storage fees. Buyer may not charge storage fees for products, unless these fees relate to additional storage services exceeding usual contractual obligations. The costs of usual storage from the moment the products are received until they are offered for sale form part of the buyer’s ordinary operating expenses and may not be passed on to the supplier. However, storage fees may be charged where they relate to genuine additional storage services that go beyond the buyer’s usual contractual obligations.
• Display fees. Buyer may not charge fees for standard and reasonable display of products at the point of sale, unless the supplier has requested additional promotional display, and the fees are proportionate and based on objective, reasonable and predetermined criteria reflecting real market value.
• Listing fees. Buyer may not charge fees for listing products or similar administrative costs, unless the supplier has requested the listing and the fees are proportionate and based on actual costs or objective, reasonable, and predetermined criteria reflecting real market value.
• Sales incentives. Buyer may not charge the supplier for sales incentives carried out by the buyer, unless the supplier has requested such incentives and their duration and the quantities to be sold at a promotional price are agreed in advance.
• Marketing and advertising fees. Buyer may not charge the supplier for advertising and promotional activities, unless such activities are requested by the supplier or are clearly defined in advance, including their objectives, duration, fee amount, and method of calculation. In particular, the buyer may not unilaterally organise advertising or promotional campaigns and subsequently require the supplier to bear the costs.
• Fees for sales data. The buyer may not charge the supplier for providing sales data relating to the supplier’s products, including information on sales volumes, turnover, or product availability, given that such information is generated as part the buyer’s ordinary business activities. An exception may apply where the supplier specifically requests additional reports or data analyses and the fee is proportionate and based on objective, reasonable and predetermined criteria.
• Transfer of penalties. Buyer may not transfer to the supplier, in whole or in part, any fines, administrative penalties or similar monetary sanctions imposed on the buyer, unless it is established by a final decision of a competent authority that such sanction resulted from supplier's breach of contract of law.
• Maintenance and staff fee. The buyer may not charge the supplier fees relating to the buyer’s staff, or for equipping and maintaining the premises where the supplier’s products are sold, unless such services constitute additional services specifically requested by the supplier and the fees are based on objective, reasonable, and predetermined criteria.
• Reduction of quantities. The buyer may not significantly reduce agreed quantities of ordered goods without justified and objectively verifiable reasons and without prior written notice of at least 30 days, unless it can demonstrate that there is a lack of demand for the products in question. A reduction is considered significant where it materially affects the supplier’s production planning, inventory management, or business operations.
• Termination of contract. Buyer may not unilaterally terminate the contract without written justification and without a notice period of at least 30 days, except in cases of the supplier’s insolvency or material breach of contract. When assessing whether a termination is permissible, particular consideration is given to the existence and adequacy of the written justification, the the Commission will take into account the length of the notice period, reasons for termination, and the impact of the termination on the supplier.
• Fees for reduced turnover. Buyer may not charge the supplier for reduced turnover, unless such fees are directly proportionate to the actual damage suffered by the buyer due to the supplier’s failure to fulfill contractual obligations. In such cases, the buyer must be able to demonstrate that the loss was directly caused by the supplier’s breach.
• Compensation in kind. Buyer may not require payment in goods, services or other non-monetary compensation, unless the supplier has given prior written, clear and explicit consent.
• Additional bonuses. Buyer may not require or condition the supplier on additional bonuses, rewards or other payments during the contract that were not agreed in advance.
• Refusal to accept goods. Buyers may not refuse to accept perishable agricultural products without providing evidence that the goods do not meet the agreed quality, that the defect existed prior to delivery, that it did not arise at the buyer’s premises, and that the supplier was notified about the defect of products without delay.

Ban of retaliation

The Act classifies retaliation or threat thereof as a particularly serious unfair trading practice. The non‑exhaustive examples include delisting supplier’s products, reducing orders quantity or frequency and discontinuing services ordinarily provided to the supplier. The prohibition also extends to explicit or implicit threats that such measures may be taken if the supplier exercises its rights or refuses to accept certain conditions.