Amended proposal for a European Parliament and Council Directive combating late payment in commercial transactions
Date: 1998-10-29
Institutions: European Commission
Subjects: EU action, financial solvency, financial transaction, payment, trade policy

C  374/4

EN

Official  Journal  of  the  European  Communities

3.12.98

II

(Preparatory  Acts)

COMMISSION

Amended  proposal  for  a  European  Parliament  and  Council  Directive  combating  late  payment  in
commercial  transactions (˛)

(98/C  374/04)

(Text  with  EEA  relevance)

COM(1998)  615  final  -  98/0099(COD)

(Submitted  by  the  Commission  pursuant  to  Article  189a(2)  of  EC  Treaty  on  30  October  1998)

(˛)(cid:217)OJ  C  168,  3.6.1998,  p.  13.

ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

THE  EUROPEAN  PARLIAMENT  AND  THE  COUNCIL
OF  THE  EUROPEAN  UNION,

Having  regard  to  the  Treaty  establishing  the  European
Community,  and  in  particular  Article  100a  thereof,

Having  regard  to  the  Treaty  establishing  the  European
Community,  and  in  particular  Article  100a  thereof,

Having  regard  to  the  proposal  from  the  Commission,

Having  regard  to  the  proposal  from  the  Commission,

Having  regard  to  the  opinion  of  the  Economic  and
Social  Committee,

Having  regard  to  the  opinion  of  the  Economic  and
Social  Committee(cid:216)(˛),

Acting  in  accordance  with  the  procedure  laid  down  in
Article  189b  of  the  Treaty,

Acting  in  accordance  with  the  procedure  laid  down  in
Article  189b  of  the  Treaty(cid:216)(ˇ),

(1)(cid:217)Whereas 

the  European  Parliament 

its
Resolution(cid:216)(˛)  on 
in
favour  of  SMEs  and  the  craft  sector(cid:216)(ˇ)  emphasised
that  the  Commission  should  forward  proposals  to
deal  with  the  problem  of  late  payment;

the  Integrated  Programme 

in 

Unchanged

(2)(cid:217)Whereas  on  12  May  1995  the  Commission  adopted
a  Recommendation  on  payment  periods  in  com(cid:220)
mercial  transactions(cid:216)(—).

(˛)(cid:217)OJ  C  323,  21.11.1994,  p.  19.
(ˇ)(cid:217)COM(94)  207  final,  3.6.1994.
(—)(cid:217)OJ  L  127,  10.6.1995,  p.  19.

(˛)(cid:217)Adopted  on  10.9.1998,  not  yet  published  in  the  Official

Journal.

(ˇ)(cid:217)Opinion  of  the  European  Parliament  adopted  on  17.9.1998,

not  yet  published  in  the  Official  Journal.

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C  374/5

ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

(3)(cid:217)Whereas  the  European  Parliament  in  its  Resolution
on  the  Commission  Recommendation  on  payment
periods  in  commercial  transactions(cid:216)(˛)  called  on  the
Commission  to  consider  transforming 
its  recom(cid:220)
mendation  into  a  proposal  for  a  Council  Directive
to  be  submitted  as  soon  as  possible;

an 

adopted 

(4)(cid:217)Whereas  on  29  May  1997  the  Economic  and  Social
Committee 
the
Commission’s  Green  Paper  on  Public  procurement
in 
the  Way
Forward(cid:216)(ˇ), 
recommending  maximum  payment
periods  and  interest  on  late  payments  by  public
authorities;

the  European  Union:  Exploring 

opinion 

on 

(5)(cid:217)Whereas  on  4  June  1997  the  Commission  published
an  Action  Plan  for  the  Single  Market(cid:216)(—),  which
underlined 
an
increasingly  serious  obstacle  for  the  success  of  the
Single  Market;

late  payment 

represents 

that 

(6)(cid:217)Whereas  on  17 

the  Commission
July  1997 
published  a  Report  on  late  payments  in  commercial
the  results  of  an
transactions(cid:216)((cid:209)), 
evaluation  of 
the  Commission’s
Recommendation  of  12  May  1995;

summarising 
the  effects  of 

(7)(cid:217)Whereas  heavy  administrative  and  financial  burdens
are  placed  on  businesses,  particularly  small  and
medium(cid:220)sized  ones,  as  a  result  of  late  payment;
whereas  moreover,  late  payments  are  a  major  cause
of  insolvencies  threatening  the  survival  of  businesses
and  result  in  numerous  job  losses;

(7)(cid:217)Whereas  heavy  administrative  and  financial  burdens
are  placed  on  businesses,  particularly  small  and
medium(cid:220)sized  ones,  as  a  result  of  the  excessive
late  payment;  whereas
payment  periods  and 
moreover,  these  problems  are  a  major  cause  of
insolvencies  threatening  the  survival  of  businesses
and  result  in  numerous  job  losses;

(8)(cid:217)Whereas  the  differences  between  the  payment  rules
and  practices  in  the  Member  States  constitute  an
obstacle  to  the  proper  functioning  of  the  internal
market;  whereas  a  creditor  who  needs  to  collect
receivables  from  debtors  situated  in  several  Member
States  is  confronted  with  widely  differing  rules  of
time
legislation  making 
national 
consuming  and  costly  for  him  to  do  so;

it  difficult, 

Unchanged

(˛)(cid:217)OJ  C  211,  22.7.1996,  p.  43.
(ˇ)(cid:217)OJ  C  287,  22.9.1997,  p.  92.
(—)(cid:217)CSE(97)  1  final,  4.6.1997,  pp.  8  and  38.
((cid:209))(cid:217)OJ  C  216,  17.7.1997,  p.  10.

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ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

(9)(cid:217)Whereas  this  has  the  effect  of  considerably  limiting
commercial  transactions  between  Member  States;
whereas  this  is  in  contradiction  with  Article  7a  of
the  Treaty  as  entrepreneurs  should  be  able  to  trade
throughout  the  Internal  Market  under  conditions
which  ensure  that  transborder  operations  do  not
entail  greater  risks  than  domestic  sales;  whereas  it
would  lead  to  distortions  of  competition  if  different
rules 
transborder
operations;

to  domestic 

applied 

and 

(10)(cid:217)Whereas  the  most  recent  statistics 

indicate  that
there  has  been,  at  best,  no  improvement  in  late
payments 
the
in  many  Member  States 
adoption  of  the  Recommendation  of  12  May  1995;

since 

late  payments 

(11)(cid:217)Whereas,  in  accordance  with  the  principle  of  sub(cid:220)
sidiarity  and  the  principle  of  proportionality  as  set
out  in  Article  3b  of  the  Treaty,  the  objective  of
combating 
internal  market
cannot  be  sufficiently  achieved  by  the  Member
States  acting  individually  and  can,  therefore,  be
better  achieved  by  the  Community;  whereas  this
Directive  confines  itself  to  the  minimum  required  in
order  to  achieve  those  objectives  and  does  not  go
beyond  what  is  necessary  for  that  purpose;

in  the 

(12)(cid:217)Whereas 

late  payments  and/or 

late  payment  constitutes  a  breach  of
contract  which  has  been  made  financially  attractive
to  debtors  in  most  Member  States  by  low  interest
rates  on 
redress
procedures;  whereas  a  decisive  shift  is  necessary  to
reverse  this  trend  and  the  consequences  of  late
payments  must  be  such  as  both  to  discourage  late
payment  and  to  fully  compensate  creditors  for  the
costs  incurred;

slow 

(13)(cid:217)Whereas  the  use  of  retention  of  title  clauses  as  a
means  of  speeding  up  payment 
is  at  present
constrained  by  a  number  of  differences  in  national
law;  whereas  it  is  necessary  to  ensure  that  creditors
are  in  a  position  to  exercise  the  retention  of  title
throughout  the  Community,  using  a  single  clause
recognised  by  all  Member  States;

(13)(cid:217)Whereas  the  use  of  retention  of  title  clauses  as  a
means  of  speeding  up  payment 
is  at  present
constrained  by  a  number  of  differences  in  national
law;  whereas  it  is  necessary  to  ensure  that  creditors
are  in  a  position  to  exercise  the  retention  of  title
throughout  the  Community,  using  a  single  clause
recognised  by  all  Member  States,  and  that  excessive
length  of  payment  periods  and  late  payments  do
not  distort  commercial  transactions  in  the  func(cid:220)
tioning  of  the  internal  market;

(14)(cid:217)Whereas  the  consequences  of  late  payment  can  be
dissuasive  only  if  they  are  accompanied  by  redress
procedures  which  are  rapid,  effective  and 
inex(cid:220)
pensive  for  the  creditor;  whereas  in  conformity  with
in
the  principle  of  non(cid:220)discrimination  contained 
Article  6  of  the  Treaty,  these  procedures  should  be
available  to  creditors  from  all  Member  States  irre(cid:220)
spective  of  their  residence;

Unchanged

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ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

(15)(cid:217)Whereas  public  authorities  handle  a  considerable
volume  of  payments  to  businesses;  whereas  strict
payment  discipline  on  the  part  of  these  authorities
would  have  a  beneficial  trickle(cid:220)down  effect  on  the
economy  as  a  whole;  whereas 
for  payments
executed  by  the  Commission  it  has  already  been
decided  to  give  certain  creditors  the  right  to  receive
default  interest  on  late  payments;

(15)(cid:217)Whereas  public  authorities  handle  a  considerable
volume  of  payments  to  businesses;  whereas  strict
payment  discipline  on  the  part  of  these  authorities
would  have  a  beneficial  trickle(cid:220)down  effect  on  the
economy  as  a  whole;  whereas,  with  regard  to  public
contracts,  contracting  enterprises  in  turn  likewise
delay  payments  to  their  suppliers  and  subcon(cid:220)
disproportionate
tractors, 
payment  periods  -  practices  which 
seriously
damage  the  interests  of  many  businesses,  especially
SMEs;  whereas  for  payments  executed  by  the
Commission  it  has  already  been  decided  to  give
certain  creditors  the  right  to  receive  default  interest
on  late  payments;

habitually 

imposing 

(16)(cid:217)Whereas  for  the  purposes  of  the  implementation  of
this  Directive,  the  Commission  should  be  assisted
by  a  committee  of  an  advisory  nature,

Unchanged

(17)(cid:217)Whereas  it  could  be  necessary,  when  this  Directive
is  reviewed,  to  take  into  consideration  the  possi(cid:220)
bility  of  addressing 
long
contractual  payment  periods;

the  consequences  of 

(18)(cid:217)Whereas  the  term  "contracting  authorities’  should
correspond  to  the  definition  laid  down  in  Directive
92/50/EEC(cid:216)(˛)  and  Directive  93/37/EEC(cid:216)(ˇ)  and
should  include,  for  the  purposes  of  the  present
Directive,  the  "contracting  entities’  as  defined  in
Directive  93/38/EEC(cid:216)(—).

HAVE  ADOPTED  THIS  DIRECTIVE:

CHAPTER  I

Article  1

Scope

The  provisions  of  this  Directive  shall  apply  to  all
payments  made  in  commercial  transactions.

Unchanged

Article  2

Definitions

Article  1

Scope

Article  2

Definitions

For  the  purposes  of  this  Directive:

For  the  purposes  of  this  Directive:

1.(cid:217)"commercial  transactions’  means  transactions  between
two  or  more  natural  or  legal  persons  carrying  on  a
trade  or  profession  acting 
in  the  course  of  their
business,  or  between  such  persons  and  public  auth(cid:220)
orities,  which  lead  to  delivery  of  goods  or  provision
of  services  for  remuneration;

1.(cid:217)"commercial  transactions’  means  transactions  between
lead  to  delivery  of  goods  or
undertakings  which 
provision  of  services  for  remuneration;  an  under(cid:220)
taking  is  any  organisation  set  up  on  a  permanent  basis
with  an  independent  economic  activity,  even  where  it
is  carried  on  by  a  single  person  and  even  where  it  is
not  intended  to  make  a  profit;  constracting  authorities
shall  in  every  case  be  deemed  to  be  undertakings  for
the  purposes  of  this  Directive;

(˛)(cid:217)OJ  L  209,  24.7.1992,  p.  1.
(ˇ)(cid:217)OJ  L  199,  9.8.1993,  p.  54.
(—)(cid:217)OJ  L  199,  9.8.1993,  p.  84.

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ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

2.(cid:217)"late  payment’  means  failure  to  observe  the  centractual

Unchanged

or  statutory  terms  of  payment;

3.(cid:217)"retention  of  title’  means  retention  by  the  seller  of  title
to  the  goods  in  question  until  the  buyer  has  paid  the
price  in  full;

3.(cid:217)"retention  of  title’  means  the  agreement,  irrespective
of  any  formal  requirements,  that  the  seller  remains  the
owner  of  the  goods  in  question  until  the  price  has
been  paid  in  full;

4.(cid:217)"contracting  authorities’  corresponds  to  the  definition
laid  down  in  Directive  92/50/EEC(cid:216)(˛)  and  Directive
93/37/EEC(cid:216)(ˇ)  and  includes  the  "contracting  entities’
as  defined  in  Directive  93/38/EEC(cid:216)(—).

4.(cid:217)"public  authorities’  means  the  State,  regional  or  local
authorities,  bodies  governed  by  public 
law,  or
associations  formed  by  one  or  more  of  such  auth(cid:220)
orities  or  bodies  governed  by  public  law.  A  body  is
considered  to  be  governed  by  public  law  where  it  is
established  for  the  specific  purpose  of  meeting  needs
in  the  general  interest,  not  being  of  an  industrial  or
commercial  nature,  has 
is
financed  for  the  most  part  by  the  State,  or  regional  or
local  authorities,  or  other  bodies  governed  by  public
law,  or  is  subject  to  management  supervision  by  those
bodies,  or  has  an  administrative,  managerial  or  super(cid:220)
visory  board  more  than  half  of  whose  members  are
appointed  by  the  State,  regional  or  local  authorities,
or  other  bodies  governed  by  public  law;

legal  personality,  and 

5.(cid:217)"public  procurement  contracts’  means  contracts  for
pecuniary  interest  concluded  in  writing  between  a
natural  or  legal  person  and  public  authorities.

5.(cid:217)"public  procurement  contracts’  means  contracts  for
pecuniary  interest  concluded  in  writing  between  a
the  meaning  of
contracting 
paragraph  4  and  an  undertaking  which 
is  not  a
contracting  authority.

authority  within 

CHAPTER  II

Article  3

CHAPTER  II

Article  3

Due  date,  interest  and  compensation  for  the  damage
incurred

Default  date,  interest  and  compensation  for  the  damage
incurred

1.(cid:218)(cid:217)Member  States  shall  ensure  that:

1.(cid:218)(cid:217)Member  States  shall  enact  the  necessary  legislation
and  amend  their  procedural  rules  in  such  a  way  that,
subject  to  the  goods  or  services  having  been  duly
legal  conditions  being
provided  and 
correctly  fulfilled,  the  following  is  ensured:

the  underlying 

(a)(cid:217)the  due  date  for  the  payment  of  debts  shall  not  be
more  than  21  calendar  days  from  the  date  of  the
invoice,  unless  otherwise  specified  in  the  contract  or
in  the  seller’s  general  conditions  of  sale;

(a)(cid:217)the  default  date  for  the  payment  of  debts  shall  not  be
more  than  21  calendar  days  from  the  date  of  receipt
of  the 
in  the
invoice,  unless  otherwise  specified 
contract  or  in  the  sellers’s  general  conditions  of  sale;

(˛)(cid:217)OJ  L  209,  24.7.1992,  p.  1.
(ˇ)(cid:217)OJ  L  199,  9.8.1993,  p.  54.
(—)(cid:217)OJ  L  199,  9.8.1993,  p.  84.

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ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

(b)(cid:217)the  invoice  shall  be  deemed  to  have  been  received  no
later  than  the  fifth  calendar  day  following  the  date
of  the  invoice,  unless  the  buyer  or  seller  is  able  to
furnish  proof  of  receipt  at  another  time;

(b) in  the  absence  of  an  invoice  or  if  the  date  of  the
invoice  cannot  be  determined  with  certainty  or  if  the
date  of  the 
is  earlier  than  the  date  of
delivery,  the  due  date  shall  be  calculated  from  the
date  of  delivery  of  the  goods  or  services;

invoice 

(c) in  the  absence  of  an  invoice  or  if  the  date  of  its
receipt  cannot  be  determined  with  certainty  or  if  the
date  of  receipt  is  earlier  than  the  date  of  supply  of
the  goods  or  services  concerned,  the  default  date
shall  be  calculated  from  the  latter  date;

(d) where  the  default  date  specified  in  the  contract  or  in
the  seller’s  general  conditions  of  sale  is  more  than
45  calendar  days  from  the  date  of  receipt  of  the
invoice,  the  buyer  shall  provide  the  seller,  at  the
buyer’s  cost,  with  a  bill  of  exchange,  specifying
explicitly  the  date  for  its  payment  and  guaranteed  by
an  accepted  credit  institution;

(e) where  the  buyer  fails  to  provide  the  seller  with  a  bill
of  exchange  in  accordance  with  point  (d)  above,  the
normal  default  date  and  level  of  interest  as  foreseen
in  this  article  shall  be  applicable  and  any  contractual
derogations  therefrom  to  the  detriment  of  the  seller
shall  be  automatically  null  and  void;  the  remainder
of  the  contract  shall  remain  in  force;

(c) the  creditor  shall  be  entitled  to  claim  interest  from
the  debtor  on  any  outstanding  amount  when  the  due
date  as  determined  under  points  (a)  and  (b)  has  been
exceeded  without  the  creditor  having  received  the
amount  due;

(f) the  creditor  shall  be  entitled  to  claim  interest  from
the  debtor  on  any  outstanding  amount  when  the
default  date  as  determined  under  points  (a)  to  (e)
above  has  been  exceeded  without  the  creditor  having
received  the  amount  due;

(d) interest  shall  accrue  automatically  from  the  day  after
the  due  date  without  the  necessity  of  a  reminder;

(g) interest  shall  accrue  automatically  from  the  day  after
the  default  date  without  the  necessity  of  a  reminder;

New  numbering:  (e)  becomes  (h),  otherwise  unchanged.

(e) the  level  of  interest  for  late  payment  (the  "statutory
rate’),  which  the  creditor  is  entitled  to  claim,  shall  be
the  sum  of  the  tender  (repo)  interest  rate  of  the
European  Central  Bank  (the  "reference  rate’)  plus  at
least  8  percentage  points  (the 
"margin’),  unless
otherwise  specified  in  the  contract  or  in  the  seller’s
general  conditions  of  sale;  for  Member  States  which
do  not  participate  in  the  third  phase  of  Economic
and  Monetary  Union,  the  reference  rates  referred  to
above  shall  be  the  equivalent  rates  set  by  their  central
banks;

(f) the  statutory  rate  for  interest  on  late  payment  shall
change  automatically  in  accordance  with  changes  to
the  reference  rate  mentioned  in  point  (e);

New  numbering:  (f)  becomes  (i)  and  the  reference  to
point  (e)  becomes  (h),  otherwise  unchanged.

(g) in  addition  to  the  right  to  interest,  the  creditor  shall
be  entitled  to  claim  full  compensation  from  the
debtor  for  the  damage  incurred.

New  numbering:  (g)  becomes  (j),  otherwise  unchanged.

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ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

2.(cid:218)(cid:217)The  margin  referred  to  in  paragraph  1(e)  may  be
modified  by  the  Commission  in  accordance  with  the
procedure  referred  to  in  Article  9  if  it  becomes  apparent
that  the  statutory  rate  is  no  longer  sufficiently  high  to
discourage 
to
compensate  the  seller  for  any  loss  incurred  as  a  result  of
late  payment,  in  particular  for  any  interest  he  would
have  to  pay  on  overdraft  credit.

from  paying 

the  buyer 

late  and 

2.(cid:218)(cid:217)New  numbering: 
becomes  1(h),  otherwise  unchanged.

the  reference 

to  point  1(e)

3.(cid:218)(cid:217)Three  years  after  the  end  of  the  period  defined  in
Article  10(1)  of  the  Directive,  the  Commission,  having
been  advised  by  the  Committee  referred  to  in  Article  9,
shall  undertake  a  review  of,  inter  alia,  the  statutory  rate
to  assess  the  impact  on  commercial  transactions  and  the
operation  of  the  legislation  in  practice.  The  results  of  this
reviews  and  of  other  reviews  will  be  made  known  to  the
European  Parliament.

Article  4

Retention  of  title

Article  4

Retention  of  title

1.(cid:218)(cid:217)Member  States  shall  ensure  that  the  seller  retains
title  if  he  notifies  the  buyer  of  his  intention  of  doing  so
in  writing  no  later  than  the  date  of  delivery  of  the  goods.

1.(cid:218)(cid:217)Member  States  shall  ensure  that  the  seller  retains
title  if  a  retention  of  title  clause  has  been  agreed.  Apart
from  an  individual  contract,  such  an  agreement  shall  be
is
considered  valid 
contained 
the
invoice,  or  on  delivery  documents  accompanying  the
goods,  which  the  buyer  has  received  no  later  than  at  the
time  of  delivery,  and  to  which  he  has  not  objected.  No
other  formality  shall  be  required.

the  seller’s  standard  contract,  on 

the  retention  of 

title  clause 

in 

if 

Once  the  due  date  has  passed  without  the  buyer  having
paid,  the  seller  may  claim  that  the  goods  in  question  be
returned  to  him.  As  soon  as  the  buyer  takes  possession  of
the  goods,  he  becomes  responsible  for  any  damage  to  or
loss  of  the  goods.  A  valid  notification  may  be  made  in
the  seller’s  standard  contract,  on  the  invoice,  or  in  an
individual  contract.

2.(cid:218)(cid:217)Member  States  shall  recognise  the  validity  of  the
clauses  contained  in  the  Annex  or  of  clauses  having
equivalent  effect.

3.(cid:218)(cid:217)Once  the  default  date  has  passed  without  the  buyer
having  paid,  the  seller  may  claim  that  the  goods  in
question  be  returned  to  him.  Member  States  shall  provide
for  the  retention  of  title  to  be  enforceable  against  third
parties,  even  in  the  case  of  bankruptcy  of  the  debtor  or
in  the  case  of  any  other  procedure  recognised  as  being
similar  under  the  legislation  of  the  Member  States.  No
later  than  when  the  buyer  takes  possession  of  the  goods,
he  becomes  responsible  for  any  damage  to  or  loss  of  the
goods.

Member  States  shall  recognise  the  validity  of  the  clauses
contained  in  the  Annex  or  of  clauses  having  equivalent
effect.

New  numbering:  this  paragraph  becomes  4(2),  otherwise
unchanged.

3.12.98

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ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

2.(cid:217)(cid:218)Paragraph  1  shall  apply  only  to  debts  payable  in  a
single  instalment.

Deleted

3.(cid:218)(cid:217)Member  States  shall  define 
the
retention  of  title  clause  as  regards  those  aspects  not
covered  by  this  Directive  and  in  particular  as  regards  the
effect  on  third  parties  acting  in  good  faith.

the  effect  of 

4.(cid:218)(cid:217)Member  States  may  adopt  provisions 
the
protection  of  third  parties  acting  in  good  faith,  and  as
regards  down  payments  already  made  by  the  debtor.
They  may  also  adopt  provisions  concerning  goods  which
are 
immovable
property.

in  other  movable  or 

incorporated 

for 

Article  5

Article  5

Accelerated  recovery  procedures  for  undisputed  debts

Accelerated  recovery  procedures  for  undisputed  debts

1.(cid:217)(cid:218)Member  States  shall  ensure  that  there  is  an  ac(cid:220)
celerated  debt  recovery  procedure  for  undisputed  debts.

Unchanged

2.(cid:218)(cid:217)This  procedure  shall  apply 
amount  of  the  debt.

irrespective  of 

the

3.(cid:218)(cid:217)This  procedure  shall  be  available  to  creditors  from
all  Member  States, 
their  place  of
residence.

irrespective  of 

4.(cid:217)(cid:218)The  creditor  shall  be  able  to  choose  whether  or  not
he  wishes  to  be  represented  by  a  third  person.

5.(cid:218)(cid:217)The  procedure  before  the  court  shall  be  formulated
in  such  a  way  that  a  period  of  60  calendar  days  is  not
exceeded  from  the  receipt  of  the  creditor’s  request  to  the
time  when  the  writ  of  execution  or  equivalent  document
becomes  enforceable.  This  period  is  without  prejudice  to:

(a)(cid:217)the  application  of  the  rules  governing  notification  or

service;  and

(b) the  rights  of  the  defendant  to  dispute  the  debt.

Article  6

Article  6

Simplified  legal  procedures  for  small  debts

Simplified  legal  procedures  for  small  debts

Member  States  shall  ensure  that  simplified  procedures
are  available  for  debts  up  to  a  threshold,  which  shall  not
be  less  than  ECU  20(cid:216)000.  These  procedures  shall  provide
for  simple,  low(cid:220)cost  methods  for  taking  legal  action  for
the  settlement  of  debts.

Member  States  shall  ensure  that  simplified  procedures
are  available  for  debts  up  to  a  ceiling,  which  shall  not  be
less  than  ECU  20(cid:216)000.  These  procedures  shall  provide
for  simple,  low(cid:220)cost  methods  for  taking  legal  action  for
the  settlement  of  debts.

C  374/12

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3.12.98

ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

sum  can 

This 
the
Commission  to  reflect  changing  economic  conditions  in
accordance  with  the  procedure  referred  to  in  Article  9.

if  necessary  be  modified  by 

Unchanged

These  procedures  shall  be  available  to  creditors  from  all
Member  States  irrespective  of  their  place  of  residence.

CHAPTER  III

Article  7

CHAPTER  III

Article  7

Transparency  in  public  procurement  contracts

Transparency  in  public  procurement  contracts

Member  States  shall  ensure  that  public  procurement
contracts  contain  precise  details  of  the  payment  periods
and  deadlines  applied  by  the  public  authorities.  In
particular,  time  limits  shall  be  fixed  for  the  completion  of
pre(cid:220)payment  administrative  formalities,  such  as  public
works  reception  procedures.

Member  States  shall  ensure  that  public  procurement
contracts  contain  precise  details  of  the  default  dates  and
deadlines  applied  by  the  contracting  authorities,  even  if
in
these  default  dates  and  deadlines  are  determined 
general  contract  conditions 
law.  In
particular,  time  limits  shall  be  fixed  for  the  completion  of
pre(cid:220)payment  administrative  formalities,  such  as  public
works  reception  procedures.  A  similar  obligation  of
transparency  shall  apply  in  the  relationship  between  a
main  contractor  and  a  subcontractor  carrying  out  public
works.

laid  down  by 

Article  8

Article  8

Prompt  payment,  due  date  and  automatic  interest

Prompt  payment,  default  date  and  automatic  interest

Member  States  shall  ensure  that:

Member  States  shall  ensure  that:

1.(cid:217)the  due  date  for  the  payment  of  contractual  debts  by
the  public  authorities  as  determined  under  Article
3(1)(a)  and  (b)  does  not  exceed  60  calendar  days;  the
that
contract  shall 
maximum  payment  period;

in  no  circumstances  override 

1.(cid:217)the  default  date  for  the  payment  of  contractual  debts
by  the  contracting  authorities  as  determined  under
Article  3(1)(a)  to  (c)  shall  not  be  more  than  45
calendar  days  except  where  the  value  of  the  contract
exceeds  ECU  100(cid:216)000  where  the  maximum  default
date  will  be  60  calendar  days;  the  contract  shall  in  no
circumstances  override  these  maximum  default  dates;
in  a  public  contract,  the  main  contractor  has  to  grant
conditions  to  the  suppliers  and  subcontractors  which
are  at  least  as  favourable  as  those  granted  to  the  main
contractor  by  the  contracting  authority;

In  order  to  guarantee  these  conditions  to  suppliers
and  subcontractors,  the  main  contractor  shall  be
required  to  provide  a  guarantee  made  out  to  the
supplier  or  subcontractor  covering  payment  of  all  the
amounts  owed.  This  guarantee  shall  be  executable
upon  expiry  of  60  calendar  days  from  the  date  of
submission  of  the  invoice  to  the  main  contractor  by
the  supplier  or  subcontractor;

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ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

2.(cid:217)a  creditor  shall  be  entitled  to  interest  from  the  public
authority  on  any  outstanding  amount  when  the  due
date  has  been  exceeded; 
shall  be
calculated  as  set  out  in  Article  3(1)(d)  and  (e),  and
shall  be  paid  automatically  by  the  public  authority
without  the  necessity  of  a  claim;

interest 

the 

2.(cid:217)a  creditor  shall  be  entitled  to 

interest  from  the
contracting  authority  on  any  outstanding  amount
when  the  default  date  has  been  exceeded;  the  interest
shall  be  calculated  as  set  out  in  Article  3(1)(g)  and
(h),  and  shall  be  paid  automatically  by  the  contracting
authority  without  the  necessity  of  a  claim;

3.(cid:217)the  public  authority  is  not  permitted  to  request  or
require  that  the  creditor  waives  any  of  the  rights
referred  to  in  this  Article.

3.(cid:217)the  contracting  authority  is  not  permitted  to  request
or  require  that  the  creditor  waives  any  of  the  rights
the  main
referred 
contractor  request  or  require  that  his  suppliers  or
subcontractors  waive  those  rights.

this  Article,  nor  may 

to 

in 

CHAPTER  IV

Article  9

Committee

CHAPTER  IV

Article  9

Committee

For  the  purposes  of  reviewing  the  functioning  of  this
Directive  and  in  particular  for  the  cases  mentioned  in
Article  3(2)  and  Article  6,  the  Commission  shall  be
assisted  by  a  committee  of  an  advisory  nature  composed
of  the  representatives  of  the  Member  States  and  chaired
by  the  representative  of  the  Commission.

Unchanged

The  representative  of  the  Commission  shall  submit  to  the
committee  a  draft  of  the  measures  to  be  taken.  The
committee  shall  deliver  its  opinion  on  the  draft,  within  a
time  limit  which  the  chairman  may  lay  down  according
to  the  urgency  of  the  matter,  if  necessary  by  taking  a
vote.

The  opinion  shall  be  recorded 
in
addition,  each  Member  State  shall  have  the  right  to  ask
to  have  its  position  recorded  in  the  minutes.

the  minutes; 

in 

The  Commission  shall  take  the  utmost  account  of  the
opinion  delivered  by  the  committee.  It  shall  inform  the
committee  of  the  manner  in  which  its  opinion  has  been
taken  into  account.

Article  10

Transposition

Article  10

Transposition

1.(cid:217)(cid:218)Member  States  shall  bring 
laws,
regulations  and  administrative  provisions  necessary  to
comply  with  this  Directive  by  31  December  2000  at  the
latest.  They  shall  forthwith 
inform  the  Commission
thereof.

into  force  the 

Unchanged

C  374/14

EN

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3.12.98

ORIGINAL  PROPOSAL

AMENDED  PROPOSAL

When  Member  States  adopt  these  provisions,  these  shall
contain  a  reference  to  this  Directive  or  shall  be  accom(cid:220)
panied  by  such  reference  at  the  time  of  their  official
publication.  The  procedure  for  such  reference  shall  be
adopted  by  Member  States.

2.(cid:218)(cid:217)Member  States  may  maintain  or  bring  into  force
provisions  which  are 
the  provisions
than 
stricter 
necessary  to  comply  with  this  Directive.

States 

3.(cid:217)(cid:218)Member 
the
shall 
Commission  the  text  of  the  main  laws,  regulations  or
administrative  provisions  which  they  adopt  in  the  field
covered  by  this  Directive.

communicate 

to 

2.(cid:218)(cid:217)Member  States  may  maintain  or  bring  into  force
provisions  which  are  more  favourable  to  the  creditor
than 
this
Directive.

the  provisions  necessary 

to  comply  with 

Unchanged

Article  11

Entry  into  force

This  Directive  shall  enter  into  force  on  the  twentieth  day
following  that  of  its  publication  in  the  Official  Journal  of
the  European  Communities.

Unchanged

Article  12

Addressees

This  Directive  is  addressed  to  the  Member  States.

Unchanged

Article  11

Entry  into  force

Article  12

Addressees

ANNEX

ANNEX

List  of  clauses  to  be  recognised  by  Member  States  for  the
purposes  of  Article  4

List  of  clauses  to  be  recognised  by  Member  States  for  the
purposes  of  Article  4

ES:(cid:218)(cid:133)El  vendedor  conservar‘  la  propiedad  de  los  bienes  hasta

ES:(cid:218)(cid:133)El  vendedor  conservar‘  la  propiedad  de  los  bienes  hasta

el  pago.(cid:176)

el  pago  final.(cid:176)

DA: (cid:176)Varen  forbliver  s»lgerens  ejendom,  indtil  den  er  betalt.(cid:133)

DA: (cid:176)Varen  forbliver  s»lgerens  ejendom,  indtil  den  er  fuld(cid:220)

st»ndig  betalt.(cid:133)

DE:

,,Die  Ware  verbleibt  bis  zur  Bezahlung  im  Eigentum  des
Verk…ufers.""

DE:

,,Die  Ware  bleibt  bis  zur  vollst…ndigen  Bezahlung 
Eigentum  des  Verk…ufers.""

im

EL: (cid:133)O  pvlht(cid:254)w  parakrate(cid:242)  thn  kyri(cid:246)thta  tvn  agaq(cid:215)n  m~xri  na

EL: (cid:133)O  pvlht(cid:254)w  parakrate(cid:242)  thn  kyri(cid:246)thta  tvn  agaq(cid:215)n  m~xri

ejoflhqe(cid:242)  to  t(cid:242)mhm‘  toyw.(cid:176)

thn  pl(cid:254)rh  ej(cid:246)flhsh  toy  tim(cid:254)matow.(cid:176)

EN:

"The  goods  remain  the  property  of  the  seller  until  pay(cid:220)
ment.’

EN:

"The  goods  remain  the  property  of  the  seller  until  fully
paid.’

(cid:133)Les  marchandises 
jusqu’au  paiement.(cid:176)

restent 

la  propri~t~  du  vendeur

FR:

FR:

IT:

NL:

PT:

FI:

(cid:133)Le  merci  restano  di  propriet{  del  venditore  fino  al  paga(cid:220)
mento.(cid:176)

,,De  waren  blijven  tot  de  betaling  eigendom  van  de  ver(cid:220)
koper.’’

(cid:133)O  vendedor  conservar‘  a  propriedade  dos  bens  at~  ao
momento  do  pagamento.(cid:176)

’’Tavara  on  myyj…n  omaisuutta,  kunnes  kauppahinta  on
maksettu.’’

SV:

’’Varorna  f‰rblir  s…ljarens  egendom  tills  de  betalats.’’

(cid:133)Les  marchandises 
restent 
jusqu’au  paiement  complet.(cid:176)

la  propri~t~  du  vendeur

(cid:133)Le  merci  restano  di  propriet{  del  venditore  fino  al  pieno
pagamento.(cid:176)

,,De  waren  blijven  tot  de  volledige  betaling  eigendom  van
de  verkoper.’’

(cid:133)O  vendedor  conservar‘  a  propriedade  dos  bens  at~  ao
momento  do  pagamento  final.(cid:176)

’’Tavara  on  myyj…n  omaisuutta,  kunnes  kauppahinta  on
kokonaisuudessaan  maksettu.’’

’’Varorna  f‰rblir  s…ljarens  egendom  tills  de  betalats  helt
och  h¿llet.’’

IT:

NL:

PT:

FI:

SV: