Amended proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on certain aspects concerning contracts for the online and other distance sales of goods, amending Regulation (EC) No 2006/2004 of the European Parliament and of the Council and Directive 2009/22/EC of the European Parliament and of the Council and repealing Directive 1999/44/EC of the European Parliament and of the Council
Date: 2017-10-31
Institutions: Directorate-General for Justice and Consumers, European Commission
Subjects: commercial contract, consumer goods, consumer protection, contract, digital technology, electronic commerce, single market

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   EUROPEAN COMMISSION  Brussels, 31.10.2017  COM(2017) 637 final 2015/0288 (COD)   Amended proposal for a DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL  on certain aspects concerning contracts for the online and other distance sales of goods, amending Regulation (EC) No 2006/2004 of the European Parliament and of the Council and Directive 2009/22/EC of the European Parliament and of the Council and repealing Directive 1999/44/EC of the European Parliament and of the Council (Text with EEA relevance) {SWD(2017) 354 final}  
 
1. 

CONTEXT OF THE PROPOSAL 

EXPLANATORY MEMORANDUM 

On  9  December  2015  the  Commission  adopted  a  proposal  for  a  Directive  of  the  European 
Parliament and of the Council on certain aspects concerning contracts for the supply of digital 
content1,  and  a  proposal  for  a  Directive  of  the  European  Parliament  and  of  the  Council  on 
certain aspects concerning contracts for the online and other distance sales of goods2. These 
proposals aim to contribute to fostering growth through the creation of a true Digital Single 
Market, to the benefit of both consumers and businesses, by eliminating the key contract law-
related barriers hindering cross-border trade.  

With this amended proposal, the Commission proposes to extend the scope of the proposal for 
a Directive on certain aspects concerning contracts for the online3 and other distance sales of 
goods to cover also face-to-face sales.  

Against  the  background  of  the  fast  pace  of  commercial  and  technical  change  due  to 
digitalisation,  the  Commission  in  its  original  proposal  aimed  to  urgently  tackle  the  key 
obstacles that hamper cross-border commerce.  It therefore presented as a matter of priority a 
proposal dealing only with  online and other distance sales of goods. In the Communication 
accompanying the proposal the Commission indicated that: "Given the increasing importance 
of the omni-channel distribution model […], the Commission will take all necessary steps to 
align  the  rules  for  online  and  offline  sales  of  goods.  It  will  ensure  that  consumers  and 
businesses will be able to rely on a coherent legal framework."4 To ensure this coherence, the 
Commission committed to provide the co-legislators with data concerning face-to-face sales 
that it was collecting in the context of the REFIT Fitness Check of the main EU consumer law 
directives,  which  included  also  Directive  1999/44/EC  on  consumer  sales  and  guarantees 
(CSGD)5. In the Communication the Commission further highlighted that the conclusions of 
this  exercise  "could  feed  into  the  progress  made  by  the  co-legislators  on  the  proposal  for 
online sales of goods, for instance by expanding its scope."6 The relevant data collected by the 
Commission  within  the  Fitness  Check  exercise  were  transmitted  to  the  co-legislators  in 
August-September 2016 and subsequently published in May 2017.7  

During the discussions on the proposal in the European Parliament (EP) and in the Council, 
the co-legislators have stressed the need to have coherent rules for distance and face-to-face 
sales. The EP rapporteurs of both the lead committee for the Internal Market and Consumer 
protection (IMCO) and the associated committee for Legal Affairs (JURI) for the proposal on 
online  and  other  distance  sales  have  tabled  amendments  which  extend  its  scope  to  all 
contracts of sale concluded between a seller and a consumer. In that context, IMCO requested 
the  European  Parliamentary  Research  Service  to  conduct  an  ex-ante  impact  assessment  in 
order to assess the impacts of these amendments. This EP impact assessment was published 

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5 

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COM(2015) 634 final. 

COM(2015) 635 final. 

For the purpose of this Explanatory Memorandum, any reference to ''online sales'' shall be understood as "online and other distance sales" 

COM (2015) 633final, p.8. 

Directive  1999/44/EC  of  the  European  Parliament  and  of  the  Council  of  25  May  1999  on  certain  aspects  of  the  sale  of  consumer  goods  and  associated 

guarantees, OJ L 171, 7.7.1999, p.12. 

COM (2015) 633final, p.8.. 

SWD(2017)209  final.  The  Report  on  the  Fitness  Check  of  consumer  and  marketing  law  and  the  external  supporting  studies  are  available  at: 

http://ec.europa.eu/newsroom/just/item-detail.cfm?item_id=59332&ticket=ST-25614682-

e2tNLEtewXUap6Gbcb0Wzg4NGelXRUC7OXD3BkwlM0NNPzQKuVog4GztcwvMf4lakPH7hLHq5ol9Z1Qp4vLHcpm-Jj71zxYb8yr4dh9M8XMrc8-
AOP82AjNmHaQXuUINLKghPW4zVIoMFwYYx6y0wJxqAl 

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on  14  July  2017  and  its  conclusions  support  the  need  to  have  coherent  rules  for  all  sales, 
which would benefit both businesses and consumers8. 

At the informal Justice and Home Affairs Council meeting on 7 July 2017 as well as within 
the Working Group on Civil Law Matters (Contract Law) in the Council the vast majority of 
Member  States  have  expressed  reservations  as  regards  the  legal  fragmentation  that  would 
result from different regimes for the distance and the face-to-face sales of goods, arguing that 
the  rules  applicable  for  sales  of  goods  need  to  be  the  same  regardless  of  the  sales  channel. 
Consequently,  a  number  of  Member  States  have  expressed  their  view  that  the  Commission 
should present an amended proposal to extend the scope also to face-to-face sales. 

Furthermore, this amended proposal aims to facilitate timely progress in a field which lies in 
the  heart  of  the  Single  Market  strategies,  in  line  with  the  conclusions  of  the  European 
Council:  In  June  2016  the  European  Council  called  "for  the  different  Single  Market 
strategies…to  be  completed  and  implemented  by  2018."9  And  in  June  2017  the  European 
Council  emphasised  that  "further  efforts  are  needed  from  the  EU  and  its  Member  States  to 
achieve  the  level  of  ambition  as  reflected  in  the  June  2016  conclusions  for  the  Single 
Market…  The  Council  will  report  to  the  June  2018  European  Council  on  progress  in 
deepening, implementing and enforcing the Single Market in all its aspects."10  

By presenting this amended proposal which extends the scope of its original proposal to face-
to-face  sales,  the  Commission  responds  to  the  above-mentioned  developments  in  the  inter-
institutional  negotiations,  taking  into  account  the  findings  of  the  Fitness  Check11  and  the 
impact assessment conducted by the European Parliament Research Service, as  presented in 
detail in the Staff Working Document accompagnying the amended proposal.12  

• 

Reasons for and objectives of the proposal 

The  impact  assessment  of  the  original  proposal  outlined  the  problems  faced  by  both 
consumers and businesses resulting from differences in national contract laws. The minimum 
harmonisation  approach  of  the  CSGD  does  not encourage  consumers  to  buy  from  other  EU 
countries  or  businesses  to  sell  to  other  EU  countries.13  This  prevents  consumers  and 
businesses  from  benefiting  to  the  full  from  the  opportunities  of  the  internal  market.  The 
Fitness  Check  evaluation  confirmed  the  need  for  retaining  consistent  rules  in  this  area  that 
apply to both distance and face-to-face sales.14  

Whilst since the adoption of the proposal by the Commission consumers' confidence in cross-
border online purchases – which make up the bulk of cross-border trade of consumer goods- 
has increased, it is still lower than their confidence in domestic purchases15. One of the main 
concerns of consumers with regard to cross-border e-commerce is the uncertainty about their 

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11 

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14 

15 

http://www.europarl.europa.eu/thinktank/en/document.html?reference=EPRS_STU%282017%29603258. 

EUCO 26/16, http://www.consilium.europa.eu/press-releases-pdf/2016/6/47244643506_en.pdf 

EUCO 8/17, http://www.consilium.europa.eu/press-releases-pdf/2017/6/47244661590_en.pdf. 

SWD(2017)209 final, Report of the Fitness Check of consumer and marketing law. 
SWD (2017) 354 final, Impacts of fully harmonised rules on contracts for the sales of goods.  
SWD(2017) 209 final, Report of the Fitness Check of consumer and marketing law, p.78. 

SWD(2017) 209 final, Report of the Fitness Check of consumer and marketing law, p.62-65. 

72.4  %  of    consumers  are  confident  to  buy  domestically  while  57.8  %  are  confident  buying  cross-border.  Consumer  Conditions  Scoreboard–2017  Edition, 

available at: http://ec.europa.eu/newsroom/just/item-detail.cfm?item_id=117250. 

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key  contractual  rights.16  Also,  the  increased  consumer  confidence  has  not  translated  into  an 
equally strong increase of actual cross-border purchases.17  

Businesses' confidence  in selling cross-border is still not  improving. According to the  latest 
EU-wide  survey  (2016),  58  %  of  all  EU  retailers  declare  being  confident  selling  online; 
however, only 28% are confident to sell online to other EU countries, while 30% report being 
confident  only  in  selling  to  consumers  in  their  own  country.18  The  role  played  by  different 
national  contract  laws  as  one  of  the  main  obstacles  to  cross-border  sales  highlighted  in  the 
impact  assessemnt  accompanying  the  original  proposal  is  confirmed  by  this  new  data:    two 
out  of  the  four  most  important  obstacles  to  cross-border  trade  for  retailers  currently  selling 
online  relate  to  differences  in  national  contract  law  (38.1%)  and  differences  in  national 
consumer protection rules (37.4%).19 These concerns are reflected in persistently low levels of 
actual cross-border e-commerce uptake by retailers.20 

Differences in national consumer contract laws also affect businesses and consumers engaged 
in face-to-face cross-border sales: the analysis carried out in the context of the Fitness Check 
of EU consumer and marketing law shows that 42 % of retailers selling face-to-face and 46 % 
of  retailers  using  distance  sales  channels  consider  the  costs  of  compliance  with  varying 
consumer protection and contract law rules as important barriers to their cross-border sales.21 
At  the  same  time,  the  recent  REFIT  Fitness  Check  data  show  that  for  72  %  of  consumers, 
differences in consumer rights for faulty products are an important or very important factor to 
consider when buying face-to-face in another EU country.22  

The objective of the original proposal was therefore to eliminate the key contract law-related 
barriers hindering cross-border trade in order to remove the problems faced by businesses and 
consumers due to the complexity of the legal framework and the costs incurred by businesses 
resulting from differences in contract law.  

This  amended  proposal which applies  to all sales is geared towards this same objective and 
contributes  even  more  to  it  since  traders  selling  or  considering  selling  face-to-face  cross-
border are likewise affected by the uncertainties and costs stemming from different national 
contract laws, which in turn results in fewer cross-border sales as well as less choice and less 
competitive prices for consumers. In addition, this amended proposal avoids negative impacts 
on traders selling nationally both at a distance as well as face-to-face which would result from 
different  national  contract  law  regimes  applying  to  the  different  distribution  channels. 
Therefore, the proposal caters for the trend of increased omni-channel sales and responds to 
market developments, both for consumers and businesses.  

• 

Consistency with existing policy provisions in the policy area 

The  key  substantive  provisions  of  the  amended  proposal  cover  the  main  differences  of 
national consumer mandatory rules stemming from the Member States implementation of the 
minimum  harmonisation  rules  of  the  CSGD.  It  is  those  main  differences  of  national  rules 

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European Commission, Consumer survey identifying the main cross-border obstacles to the DSM and where they matter most, 2015.   

Consumer Conditions Scoreboard–2017 Edition 
Survey on retailers' attitudes towards cross-border trade and consumer protection 2016, p.120. 
Survey on retailers' attitudes towards cross-border trade and consumer protection 2016 p.123-124. These obstacles were reported as most important right after 

the "higher risk of fraud and non-payments in cross border sales" (39.7 %) and "differences in national tax regulations" (39.6 %). 

Survey on retailers' attitudes towards cross-border trade and consumer protection 2016, p.105. 

SWD(2017) 209 final, Report of the Fitness Check of consumer and marketing law, p.100-101. 
SWD(2017) 209 final, Report of the Fitness Check of consumer and marketing law p.100. 

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which affect traders’ decisions whether or to which extent to sell goods cross-border. While 
the  proposal  takes  as  a  basis  the  rules  of  the  CSGD,  which  is  proposed  to  be  repealed,  it 
provides for a full harmonisation of the conformity criteria for the goods, of the hierarchy of 
the remedies available to consumers and of the modalities how to exercise these remedies.  

The  proposal  supplements  existing  horizontal  consumer  protection  legislation,  in  particular 
Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on 
consumer rights.23  The two instruments would not  overlap but  function in a complementary 
manner, as Directive 2011/83/EU mainly includes provisions on pre-contractual information 
requirements,  the right of withdrawal  from distance  and off-premises contracts and rules on 
delivery of goods  and passing  of risk, while  the proposal on contracts for the sale of goods 
lays down rules on the conformity of the goods with the contract, the remedies  available to 
consumers  in  the  event of  a  lack  of  conformity  and  the  modalities  for  the  exercise of  those 
remedies.  The  proposal  is  also  consistent  with  the  outcome  of  the  Fitness  Check  of  EU 
consumer and marketing law.24  

The proposal is complemented by sector specific Union legislation, such as the Ecodesign25 or 
Energy  Labelling26  legislation  and  their  implementing  and  delegated  acts,  which  introduce 
product specific durability requirements.  

Finally,  the  proposal  is  compatible  with  Regulation  (EU)  No  1215/2012  of  the  European 
Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and 
enforcement  of  judgments  in  civil  and  commercial  matters27  and  Regulation  (EC)  No 
593/2008  of  the  European  Parliament  and  of  the  Council  of  17  June  2008  on  the  law 
applicable  to  contractual  obligations  (Rome  I)28,  which  provide  rules  to  determine  the 
competent jurisdiction and applicable law.   

• 

Consistency with other Union policies 

The proposal pertains to the measures proposed by the Commission in its Communication on 
a comprehensive approach to stimulating cross-border e-Commerce for Europe's citizens and 
businesses.29  Each of those measures contributes significantly to  stimulating cross-border  e-
commerce in Europe and their combination forms a package of complementary and necessary 
elements to achieve the full benefits of increased cross-border e-commerce. In particular, the 
the 
full  harmonisation  of  key  national  contract 
implementation of the proposed Regulation on geoblocking30 since it will remove one of the 
main reasons why businesses ‘geo-block’.  

law  provisions  should  facilitate 

23 

Directive  2011/83/EU  of  the  European  Parliament  and  of  the  Council  of  25  October  2011  on  consumer  rights  amending  Council  Directive  93/13/EEC  and 

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25 

26 

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28 

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30 

Directive  1999/44/EC  of  the  European  Parliament  and  of  the  Council  and  repealing  Council  Directive  85/577/EEC  and  Directive  97/7/EC  of  the  European 

Parliament and of the Council, OJ L 304, 22.11.2011, p.64.  
SWD(2017)209 final, Report of the Fitness Check of consumer and marketing law. 
Directive 2009/125/EC of the European Parliament and of the Council of 21 October 2009 establishing a framework for the setting of ecodesign requirements 

for energy-related products, OJ L285, 31.10.2009, p.10 – 35. 

Directive 2010/30/EU of the European Parliament and of the Council of 19 May 2010 on the indication by labelling and standard product information of the 

consumption of energy and other resources by energy-related products, OJ L 153, 18.06.2010, p. 1 – 12. 

OJ L 351, 20.12.2012, p. 1–32. 

OJ L 177, 4.07.2008, p. 6 

COM(2016)320 final, Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the 

Committee of the Regions on a comprehensive approach to stimulating cross-border e-Commerce for Europe's citizens and businesses. 

COM(2016)289 final, Proposal for a Regulation of the European Parliament and of the Council on addressing geo-blocking and other forms of discrimination 

based  on  customers'  nationality,  place  of  residence  or  place  of  establishment  within  the  internal  market  and  amending  Regulation  (EC)  No  2006/2004  and 

Directive 2009/22/EC.  

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The amended proposal is consistent with the proposal for a Directive on the supply of digital 
content.  Both  of  them  represent  important  contributions  for  unleashing  the  potential  of  the 
Digital Single Market, with the amended proposal being a very important part of this package 
as the sales of goods represents more than 80% of the total cross-border trade.31

In  the  Communication  on  the  mid-term  review  on  the  implementation  of  the  Digital  Single 
Market Strategy32 the Commission urged the European Parliament and the Council to timely 
adopt all of the proposed measures, given the need to remove remaining barriers rapidly and 
to make a functional Digital Single Market a reality.  

2. 

• 

LEGAL BASIS, SUBSIDIARITY AND PROPORTIONALITY 

Legal basis 

The legal basis of this modified proposal is Article 114 of the Treaty on the Functioning of the 
European  Union  and  its  main  objective  is  the  improvement  of  the  establishment  and  the 
functioning of the internal market.  

As explained under Section 1, the minimum harmonisation character of the CSGD has led to 
differences  in  consumer  contract  law  rules,  resulting  from  national  mandatory  rules  going 
beyond the minimum standards laid down in the CSGD33. Those differences create obstacles 
to cross-border trade and therefore have a direct effect on the establishment and functioning 
of  the  internal  market  and  limit  competition.  The  proposal  will  remove  obstacles  to  the 
exercise of fundamental freedoms which result from these differences, in particular from the 
additional  transaction  costs  when  concluding  cross-border  transactions  and  the  lack  of 
confidence  in  their  rights  experienced  by  consumers  when  purchasing  from  another  EU 
country. All of these factors have a direct effect on the establishment and functioning of the 
internal market and limit competition and show that the minimum harmonisation character of 
the  CSGD  has  not  been  sufficient  to  tackle  the  internal  market  aspects  of  cross-border 
consumer sales of goods within the Union.  

Repealing  the  existing  minimum  harmonisation  CSGD  and  replacing  it  with  a  full 
harmonisation  Directive  with  an  extended  scope,  covering  both  distance  and  face-to-face 
sales, will contribute to a coherent legal framework supporting a functioning internal market. 
The proposal will guarantee an overall high EU level of consumer protection by providing a 
set of fully harmonised mandatory rules which maintain and in a number of cases improve the 
level of protection that consumers currently enjoy under the CSGD. 

• 

Subsidiarity  

The modified proposal complies with the subsidiarity principle as set out in Article 5 of the 
Treaty on European Union. 

The objective of removing consumer contract law barriers and thereby promoting the internal 
market  for  the  benefit  of  businesses  and  consumers  cannot  be  adequately  achieved  by  the 

31 
32 

33 

Impact assessment accompanying the digital contracts proposals, SWD (2015) 274 final, p.5. 
COM(2017)228 final, Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the 

Committee of the Regions on the Mid-Term Review on the implementation of the Digital Single Market Strategy - A Connected Digital Single Market for All..  

That  information  is  mainly  drawn  from  the  notifications  by  Member  States  to  the  Commission  according  to  Articles  32  and  33  of  Directive  2011/83/EU 

regarding 

the 

transposition 

of 

Council 

Directive 

93/13/EEC 

and 

Directive 

1999/44/EC; 

for 

full 

notifications 

see: 

http://ec.europa.eu/consumers/consumer_rights/rights-contracts/directive/notifications/index_en.htm.

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Member  States.  Rules  on  the  sales  of  goods  in  the  CSGD  are  of  minimum  harmonisation 
nature and therefore allow for different implementation by the Member States. This has led to 
differing  national  rules  and  consequently  transaction  costs  for  cross-border  sales.  Only  a 
coordinated  intervention  at  the  Union  level  aiming  at  removing  existing  diverging  national 
approaches  in  the  European  Union  consumer  laws  by  way  of  full  harmonisation  can 
contribute to the completion of the internal market by solving this problem.   

An initiative at EU level will secure the development of consumer contract law in a coherent 
manner  while  ensuring  that  all  consumers  in  the  EU  benefit  from  the  same  high  level  of 
consumer  protection.  It  will  create  legal  certainty  for  businesses  which  want  to  sell  their 
goods  in  other  Member  States.  Such  a  result  can  only  be  achieved  by  an  action  at  the  EU 
level. The proposal will fully harmonise  certain key consumer contractual remedies and the 
conditions  for  their  exercise.  Thus  it  will  create  a  single  set  of  rules  ensuring  that,  whether 
domestically  or  cross-border,  at  a  distance  or  face-to-face,  consumers  enjoy  the  same  high 
level of consumer protection across the European Union and traders can sell to consumers in 
all Member States based on the same contractual terms. The proposal would thus significantly 
reduce  traders'  compliance  costs  while  maintaining  an  overall  high  EU  level  of  consumer 
protection and increasing consumers' welfare through better choice of goods and lower prices.  

As  also  highlighted  in  the  impact  assessment  commissioned  by  the  European  Parliament, 
action at EU level, in particular action also encompassing face-to-face sales, would be more 
effective  than  action  at  national  level.  All  opinions  received  by  national  parliaments  on  the 
proposal for online and other distance sales of goods opposed a possible creation of different 
rules for distance and face-to-face sales of goods.34 

The  full  harmonisation approach  has  already  proven  successful  in  the  area  of  EU  consumer 
protection legislation, in particular through the rules of Directive 2011/83/EU, by ensuring a 
set  of  uniform  consumer  rights  for  all  consumers  within  the  European  Union  which  are 
interpreted and enforced in a uniform way in all Member States.  

The  proposal  will  also  provide  a  consistent  legal  basis  for  coordinated  enforcement  actions 
under the Regulation35 on cooperation of national authorities responsible for the enforcement 
of  consumer  prorection  laws,  and  enforcement  actions  would  be  largely  facilitated  by  the 
proposed  uniform  fully  harmonised  rules.  Thus  the  enforcement  of  EU  legislation  will  be 
strengthened for the benefit of EU consumers. Such a result can only be achieved by an action 
at the EU level. 

• 

Proportionality 

The modified proposal complies with the principle of proportionality as set out in Article 5 of 
the Treaty on European Union because the proposal will not go beyond what is necessary for 
the achievement of the objectives.  

The  proposal  will  not  harmonise  all  aspects  concerning  contracts  for  the  sales  of  goods.  It 
focusses on further harmonising only those targeted, key mandatory consumer EU contractual 
rights  which  are  essential  in  cross-border  transactions,  and  which  have  been  identified  as 

34 

35 

National  parliaments  of  DE,  CZ, 

IE,  FR, 

IT,  LI,  NL,  AT,  PT  and  RO 

submitted  opinions.  For 

the  opinions,  please 

see: 

http://ec.europa.eu/dgs/secretariat_general/relations/relations_other/npo/index_en.htm. 

Regulation  (EC)  no.  2006/2004  of  the  European  Parliament  and  of  the  Council  on  cooperation  of  national  authorities  responsible  for  the  enforcement  of 

consumer protection laws, OJ 364, 9.12.2004

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barriers  to  trade  by  stakeholders  and  are  necessary  to  build  consumer  trust.  Moreover,  the 
choice  of  the  legal  form  of  a  Directive  instead  of  a  Regulation  will  have  as  a  result 
considerably  less  interference  into  national  laws  (see  below  under  "Choice  of  the 
instrument"). 

• 

Choice of the instrument 

The choice of a Directive leaves Member States freedom to adapt the implementation to their 
national law whilst securing  simple  and modern rules that remove  contract law barriers and 
create a level playing field for businesses as well as at the same time ensuring that consumers 
benefit from a high level of consumer protection all over the EU.  

A Regulation would require a much more detailed and comprehensive regime than a Directive 
in  order  to  allow  its  effects  to  be  directly  applicable.  This  would  have  as  a  consequence 
considerably more interference into national laws.  

3. 

• 

RESULTS 
CONSULTATIONS AND IMPACT ASSESSMENTS 

EX-POST 

EVALUATIONS, 

OF 

STAKEHOLDER 

Stakeholder consultations 

Consultation process 

The original proposal was preceded by an extensive consultation process which was based on 
a  mix  of  public  and  targeted  consultations.  The  Commission  sought  a  wide  and  balanced 
range  of  views  by  giving  the  opportunity  to  all  relevant  parties  (businesses,  consumers, 
national authorities, lawyers and academics) to express their opinions.36 The findings of these 
consultations are found in COM(2015)635 final.  

Following  the  adoption  of  the  original  proposal,  the  Commission  further  consulted 
stakeholders in the course of the Fitness Check  that covered also the CSGD and took account 
of  the  views  expressed  on  the  proposal  on  online  and  other  distance  sales  of  goods. 
Stakeholder  involvement  included  a  public  online  consultation  which  ran  from  May  to 
September 2016, several targeted consultation activities carried out by external contractors in 
connection with the preparation of supporting studies between April 2016 and January 2017 
and  discussions  within  a  dedicated  stakeholder  expert  consisting  of  the  main  European  and 
national consumer and business organisations. The findings of these consultations are found 
in  SWD(2017)209  final  and  in  the  relevant  supportingt  study  on  the  costs  and  benefits  of 
minimum harmonisation under the CSGD and of potential full harmonisation and alignment 
of EU rules for different sales channels37.    

Stakeholders have repeatedly emphasised the need to maintain coherence between consumer 
contract  law  rules  applicable  for  distance  and  face-to-face  sales.  In  the  public  consultation 
preceding  the  adoption  of  the  digital  contracts  proposals  participating  Member  States, 
business  associations  and  consumer  organisations  warned  against  the  negative  effects  of  a 
possible divergence of rules applicable to distance and face-to-face sales of goods. The above-
mentioned  study38  supporting  the  Fitness  Check  also  confirmed  that  national  authorities, 

36 

37 

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EN 

For more details about the consultations, please see: http://ec.europa.eu/justice/newsroom/contract/opinion/index_en.htm  

http://ec.europa.eu/newsroom/just/item-detail.cfm?item_id=59332  

Study  on  the  costs  and  benefits  of  the  minimum  harmonisation  under  the  Consumer  Sales  and  Guarantees  Directive  1999/44/EC  and  of  potential  full 

harmonisation and alignment of EU rules for different sales channels, p.44. 

8 

   EN 

                                                 
business and consumer organisations alike strongly support retaining a single set of rules on 
face-to-face and distance consumer sales. They believe that this would improve transparency, 
reduce complexity and make the system easier to understand for both consumers and traders. 
This would also make it easier to buy and sell across borders, boost competition, cut traders’ 
compliance costs and reduce prices for consumers. 

• 

Impact assessment 

An impact assessment has been carried out for the original proposal and an impact assessment 
report and an executive summary were published with the original proposal.39  

In the Staff  Working  Document  accompagnying the amended proposal the Commission  has 
supplemented  this  impact  assessment  with  an  analysis  of  the  findings  and  data  gathered 
through  the  Fitness  Check  and  taking  into  account  the  impact  assessment  prepared  by  the 
European Parliamentary Research Service.40 In addition, the Commission also considered the 
latest  data  published  in  the  2017  edition  of  the  Consumer  Conditions  Scoreboard,  which  is 
based  on  dedicated  representative  surveys  of  consumers  and  retailers  in  all  EU  countries.41 
The  Staff  Working  Document  presents  a  comprehensive  overview  of  the  impacts  of  fully 
harmonised rules on contracts for the sales of goods for businesses, consumers and ultimately 
for Member States and the EU digital and internal market.  

The  Commission's  analysis  shows  that  problems  arising  from  different  national  rules 
implementing  the  CSGD  are  relevant  both  for  distance  sales  and  for  face-to-face  sales.  The 
Fitness  Check,  which  received  a  positive  opinion  from  the  Regulatory  Scrutiny  Board  on  2 
May 2017,42
  confirms the Commission’s policy choices in the proposal on distance sales of 
goods and emphasises that consistency in the legal regimes for distance and face-to-face sales 
would have an overall positive effect on consumers and businesses in the single market.43 

• 

Fundamental rights 

The  modified  proposal  will  impact  positively  a  number  of  rights  protected  under  the  EU 
Charter of Fundamental Rights, in particular Article 38 on consumer protection and Article 16 
on the freedom to conduct a business.  

A set of fully harmonised rules for distance and face-to-face sales of goods will ensure a fully 
harmonised high level of consumer protection throughout the EU in conformity with Article 
38  of  the  Charter  of  Fundamental  Rights  by  providing  consumers  with  clear  and  specific 
rights when they buy goods domestically or from other Member States. While these rules will 
replace the current national rules that exist for goods which could lower on one or two points 
the  level  of  protection  consumers  enjoy  in  a  few  Member  States,  this  is  outbalanced  by 
increases of consumer protection compared to existing national laws on other points. 

39 

40 

41 
42 
43 

The impact assessment report and the executive summary are available at http://ec.europa.eu/justice/contract/digital-contract-rules/index_en.htm 
SWD (2017) 354final, Impacts of fully harmonised rules on contracts for the sales of goods. 
Consumer Conditions Scoreboard, 2017 Edition.  
2016/JUST/023, available at https://ec.europa.eu/info/publications/fitness-check-consumer-and-marketing-law_en. 
Executive Summary of the study on the costs and benefits of minimum harmonisation under the CSGD and of potential full harmonisation of selected consumer 
protection areas. 

EN 

9 

   EN 

 
 
                                                 
A  set  of  fully  harmonised  rules  for  distance  and  face-to-face  sales  of  goods  will  also 
contribute to achieving the objective of Article 16 because businesses will find it easier to sell 
goods in the EU. Their ability to expand their business will therefore be reinforced.  

Finally,  clear  contract  law  rights  may  help  to  fulfil  the  objective  of  Article  47  (Right  to  an 
effective  remedy)  because  it  may  increase  the  ability  to  exercise  one's  right  to  an  effective 
remedy  before  the  courts.  The  new  rules  should  clarify  the  remedies  available  in  case  of 
disputes.  

4. 

BUDGETARY IMPLICATIONS 

The amended proposal will not have any budgetary implications 

5. 

• 

OTHER ELEMENTS 

Explanation of the specific provisions of the modified proposal 

The amended proposal extends the scope of the original proposal which was limited to online 
and other distance sales to face-to-face sales. The changes to the original proposal consist of 
the  technical  amendments  required  for  the  extension  of  the  scope  of  the  proposal  and  the 
repeal  of  Directive  1999/44/EC,  namely  deleting  references  to  'online  and  other  distance 
sales',  adding  a  provision  on  the  repeal  of  Directive  1999/44/EC,  including  a  temporal 
clarification regarding the contracts that will be covered by the implementation measures of 
the  modified  proposal  and  adding  certain  provisions  of  Directive  1999/44/EC  which  are 
necessary  for  the  completeness  of  this  Directive,  as  a  result  of  the  repeal  of  Directive 
1999/44/EC, such as the definition of ‘producer’. Finally, a number of technical amendments 
to improve consistency and clarity of the legal text were also introduced. 

The amendments concern recitals 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17, 21, 22, 23, 
26, 28, 30, 34, 37, 38 and 42. The previous recital 4 was deleted and previous recitals 5, 6 and 
7  were  re-numbered  to  4,  5  and  6  respectively,  while  a  new  recital  7  was  introduced. 
Amendments in the legal text concern Articles 1, 2, 15 and 19, while new Articles 20 and 21 
were introduced. The previous Articles 20, 21 and 22 were re-numbered to Articles 22, 23 and 
24 respectively. 

EN 

10 

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2015/0288 (COD) 

Amended proposal for a 

DIRECTIVE OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL 

on certain aspects concerning contracts for the online and other distance sales of goods, 
amending Regulation (EC) No 2006/2004 of the European Parliament and of the Council 
and Directive 2009/22/EC of the European Parliament and of the Council and repealing 
Directive 1999/44/EC of the European Parliament and of the Council 

(Text with EEA relevance) 

THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, 

Having  regard  to  the  Treaty  on  the  Functioning  of  the  European  Union,  and  in  particular 
Article 114 thereof, 

Having regard to the proposal from the European Commission, 

After transmission of the draft legislative act to the national parliaments, 
Having regard to the opinion of the European Economic and Social Committee44,  

Acting in accordance with the ordinary legislative procedure, 

Whereas: 

(1) 

(2) 

(3) 

In  order  to  remain  competitive  on  global  markets,  the  Union  needs  to  improve  the 
functioning  of  the  internal  market  and  successfully  answer  the  multiple  challenges 
raised  today  by  an  increasingly  technologically-driven  economy.  The  Digital  Single 
Market Strategy45 lays down a comprehensive framework facilitating the integration of 
the digital dimension into the Single internal Mmarket. The first pillar of the Strategy 
tackles  fragmentation  in  intra-EU  trade  by  approaching  all  major  obstacles  to  the 
development of cross-border e-commerce, which constitutes the most significant part 
of cross-border business-to-consumer sales of goods.  

For the achievement good functioning of a genuine digital single the internal market, 
the harmonisation of certain aspects concerning contracts for sales of goods, taking as 
a base a high level of consumer protection, is necessary.  

E-commerce  is  one  of  the  the  main  drivers  for  growth  within  the  Digital  Single 
internal  Mmarket.  However  its  growth  potential  is  far  from  being  fully  exploited.  In 
order to strengthen Union competiveness and to boost growth, the Union needs to act 
swiftly  and  encourage  economic  actors  to  unleash  the  full  potential  offered  by  the 
Digital  Single  internal  Mmarket.  The  full  potential  of  the  Digital  Single  internal 
Mmarket can only be unleashed if all market participants enjoy smooth access to  the 
online cross-border sales of goods, and are able to confidently engage including in e-
commerce  transactions.  The  contract  law  rules  on  the  basis  of  which  market 
participants  conclude  transactions  are  among  the  key  factors  shaping  business’ 

44 

45 

OJ C 264, 20.7.2016, p. 57. 
COM(2015) 192 final. 

EN 

11 

   EN 

 
                                                 
decisions  whether  to  offer  goods  online  cross-border.  Those  rules  also  influence 
consumers’ willingness to embrace and trust this type of purchase.  

(4)  While online sales of goods constitute the vast majority of distance sales in the Union, 
this  Directive  should  cover  all  distance  sales  channels,  including  phone  and  mail 
orders, in order to avoid any unjustified distortions of competition and to create a level 
playing field for all businesses selling at a distance.   

(54)  The  Union  rules  applicable  to  the  online  and  other  distance  sales  of  goods  are  still 
fragmented  although  rules  on  pre-contractual  information  requirements,  the  right  of 
withdrawal  for  distance  contracts  and  delivery  conditions  have  already  been  fully 
harmonised.  Other  key  contractual  elements  such  as  the  conformity  criteria,  the 
remedies  and  modalities  for  their  exercise  for  goods  which  do  not  conform  to  the 
contract are currently subject to minimum harmonisation in Directive 1999/44/EC of 
the European Parliament and of the Council46. Member States have been allowed to go 
beyond  the  Union  standards  and  introduce  rules  that  ensure  even  higher  level  of 
consumer  protection.  Having  done  so,  they  have  acted  on  different  elements  and  to 
different  extents.  Thus,  national  provisions  transposing  the  Union  legislation  on 
consumer contract law Directive 1999/44/EC significantly diverge today on essential 
elements  of  a  sales  contract,  such  as  the  absence  or  existence  of  a  hierarchy  of 
remedies, the period of the legal guarantee, the period of the reversal of the burden of 
proof, or the notification of the defect to the seller.  

(65)  Existing  disparities  may  adversely  affect  businesses  and  consumers.  Pursuant  to 
Regulation  (EC)  No  593/2008  of  the  European  Parliament  and  of  the  Council47, 
businesses  directing  activities  to  consumers  in  other  Member  States  need  to  take 
account  of  the  mandatory  consumer  contract  law  rules  of  the  consumer’s  country  of 
habitual  residence.  As  these  rules  differ  among  Member  States,  businesses  may  be 
faced  with  additional  costs.  Consequently  many  businesses  may  prefer  to  continue 
trading  domestically  or  only  export  to  one  or  two  Member  States.  That  choice  of 
minimising exposure to costs and risks associated with cross-border e-commerce trade 
results  in  lost  opportunities  of  commercial  expansion  and  economies  of  scale.  Small 
and medium enterprises are in particular affected.  

(76)  While  consumers  enjoy  a  high  level  of  protection  when  they  purchase  online  or 
otherwise at a distance from abroad as a result of the application of Regulation (EC) 
No  593/2008,  fragmentation  also  impacts  negatively  on  consumers’  levels  of 
confidence  in  e-commercecross-border  transactions.  While  several  factors  contribute 
to  this  mistrust,  uncertainty  about  key  contractual  rights  ranks  prominently  among 
consumers’  concerns.  This  uncertainty  exists  independently  of  whether  or  not 
consumers are protected by the mandatory consumer contract law provisions of their 
own Member State in the case where a seller directs his cross-border activities to them 
or whether or not consumers conclude cross-border contracts with a seller without the 
respective seller pursuing commercial activities in the consumer's Member State.  

(7)  While  online  sales  of  goods  constitute  the  vast  majority  of  cross-border  sales  in  the 
Union, differences in national contract laws equally affect retailers using distance sales 
channels  and  retailers  selling  face-to-face  and  prevent  them  from  expanding  across 
borders.  This  Directive  should  cover  all  sales  channels,  in  order  to  create  a  level 

46 

47 

EN 

Directive  1999/44/EC  of  the  European  Parliament  and  of  the  Council  of  25  May  1999  on  certain  aspects  of  the  sale  of  consumer  goods  and  associated 

guarantees OJ L 171, 7.7.1999, p.12. 

Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I) OJ 
L177, 4.7.2008, p.6. 

12 

   EN 

                                                 
playing field for all businesses selling goods to consumers. By laying down uniform 
rules  across  sales  channels,  this  Directive  should  avoid  any  divergence  that  would 
create  disproportionate  burdens  for  the  growing  number  of  omni-channel  retailers  in 
the Union. The need for retaining consistent rules on sales and guarantees for all sales 
channels  was  confirmed  in  the  Fitness  Check  of  EU  consumer  and  marketing  law, 
which also covered Directive 1999/44/EC.48  

In  order  to  remedy  theose  problems  due  to  the  fragmentation  of  national  rules, 
businesses and consumers should be able to rely on a set of fully harmonised, targeted 
rules for the online and other distance sales of goods. Uniform rules are necessary in 
relation to several essential elements of consumer contract law which under the current 
minimum  harmonisation  approach  led  to  disparities  and  trade  barriers  across  the 
Union. Therefore, this Directive should repeal the minimum harmonisation Directive 
1999/44/EC and introduce fully harmonised rules on contracts for the sales of goods. 

Fully harmonised consumer contract law rules will make it easier for traders to offer 
their products in other Member States. Businesses will have reduced costs as they will 
no longer need to take account of different consumer mandatory rules. They will enjoy 
more legal certainty when selling at a distance to other Member States through a stable 
contract law environment.  

Increased  competition  among  retailers  is  likely  to  result  in  wider  choices  at  more 
competitive  prices  being  offered  to  consumers.  Consumers  will  benefit  from  a  high 
level  of  consumer  protection  and  welfare  gains  through  targeted  fully  harmonised 
rules. This in turn would increase their trust in the cross-border commerce at a distance 
and  in  particular  online.  Consumers  will  more  confidently  buy  at  a  distance  cross-
border knowing they would enjoy the same rights across the Union. 

(8) 

(9) 

(10) 

(11)  This Directive covers rules applicable to the online and other distance sales of goods 
only  in  relation  to  key  contract  elements  needed  to  overcome  contract-law  related 
barriers in the Digital Single internal Mmarket. For this purpose, rules on conformity 
requirements,  remedies  available  to  consumers  for  lack  of  conformity  of  the  goods 
with the contract and modalities for their exercise should be fully harmonised and the 
level  of  consumer  protection  as  compared  to  Directive  1999/44/EC,  should  be 
increased.  

(12)  Where a contract includes elements of both sales of goods and provision of services, 
theis Directive should apply only to the part relating to the sale of goods in line with 
the approach taken by Directive 2011/83/EU of the European Parliament and of the 
Council.49  

(13)  This  Directive  should  not  apply  to  goods  like  DVDs  and  CDs  incorporating  digital 
content in such a way that the goods function only as a carrier of the digital content. 
However,  this  Directive  should  apply  to  digital  content  integrated  in  goods  such  as 

48 

49 

Commission Staff Working Document{SWD(2017) 208 final}, Report of the Fitness Check on Directive 2005/29/EC of the European Parliament and of the 

Council  of  11  May  2005  concerning  unfair  business-to-consumer  commercial  practices  in  the  internal  market  and  amending  Council  Directive  84/450/EEC, 

Directives 97/7/EC, 98/27/EC and 2002/65/EC of the European Parliament and of the Council and Regulation (EC) No 2006/2004 of the European Parliament 

and of the Council (‘Unfair Commercial Practices Directive’); Council Directive 93/13/EEC of 5 April 1993 on unfair terms in consumer contracts; Directive 

98/6/EC  of  the  European  Parliament  and  of  the  Council  of  16  February  1998  on  consumer  protection  in  the  indication  of  the  prices  of  products  offered  to 

consumers;  Directive  1999/44/EC  of  the  European  Parliament  and  of  the  Council  of  25  May  1999  on  certain  aspects  of  the  sale  of  consumer  goods  and 

associated guarantees; Directive 2009/22/EC of the European Parliament and of the Council of 23 April 2009 on injunctions for the protection of consumers' 
interests; Directive 2006/114/EC of the European Parliament and of the Council of 12 December 2006 concerning misleading and comparative advertising. 
Directive  2011/83/EU  of  the  European  Parliament  and  of  the  Council  of  25  October  2011  on  consumer  rights,  amending  Council  Directive  93/13/EEC  and 

Directive  1999/44/EC  of  the  European  Parliament  and  of  the  Council  and  repealing  Council  Directive  85/577/EEC  and  Directive  97/7/EC  of  the  European 
Parliament and of the Council, OJ L 304, 22.11.2011, p.64. 

EN 

13 

   EN 

                                                 
household appliances or toys where the digital content is embedded in such a way that 
its functions are subordinate to the main functionalities of the goods and it operates as 
an integral part of the goods. 

(14)  This Directive should not affect contract laws of Member States in areas not regulated 
by  this  Directive.  In  addition,  in  certain  areas  regulated  by  this  Directive  Member 
States  should  also  be  free  to  provide  lay  down  rules  more  detailed  conditions  in 
relation to  those aspects which are not regulated in this Directive  to the extent those 
are  not  fully  harmonised  by  this  Directive:  this  concerns  limitation  periods  for 
exercising  the  consumers'  rights  and  commercial  guarantees.  Finally,  in  relation  to, 
and  the  right  of  redress  of  the  seller,  Member  States  should  be  free  to  provide  more 
detailed conditions on the exercise of such right.  

(15)  Where referring to the same concepts, tThe rules of this Directive complement should 
be  applied  and  interpreted  in  a  manner  consistent  with  the  rules  of  Directive 
1999/44/EC  and  Directive  2011/83/EU  of  the  European  Parliament  and  of  the 
Council.While  Directive 2011/83/EU of the European Parliament and of the Council 
mainly lays down provisions regarding pre-contractual information requirements, the 
right of withdrawal from distance and off-premises contracts and rules on delivery and 
passing of risk, this Directive introduces rules on conformity of the goods, remedies in 
the event of a lack of conformity and  modalities for the exercise of such remediesas 
interpreted by the case law of the Court of Justice of the European Union.  

(16)  For the purpose of legal clarity theis Directive should includes a definition of a sales 
contract. Thisat definition maintains should provide that contracts where goods are yet 
to  be  produced  or  manufactured,  including  under  consumer's  specifications,  are  also 
included in the scope of theis Directive.  

(17) 

(18) 

(19) 

In order to bring clarity and certainty for sellers and consumers theis Directive should 
define the notion of a contract. Thisat definition should follows the common traditions 
of all Member States by requiring an agreement intended to give rise to obligations or 
other legal effects for a contract to exist.  

In order to balance the requirement of legal certainty with an appropriate flexibility of 
the  legal  rules,  any  reference  to  what  can  be  expected  of  or  by  a  person  in  this 
Directive should be understood as a reference to what can reasonably be expected. The 
standard  of  reasonableness  should  be  objectively  ascertained,  having  regard  to  the 
nature and purpose of the contract, to the circumstances of the case and to the usages 
and practices of the parties involved. In particular, the reasonable time for completing 
a repair or replacement should be objectively ascertained, having regard to the nature 
of the goods and the lack of conformity.  

In order to provide clarity as to what a consumer can expect from the goods and what 
the  seller  would  be  liable  for  in  case  of  failure  to  deliver  what  is  expected,  it  is 
essential  to  fully  harmonise  rules  for  determining  the  conformity  with  the  contract. 
Applying  a  combination  of  subjective  and  objective  criteria  should  safeguard 
legitimate  interests  of  both  parties  to  a  sales  contract.  Conformity  with  the  contract 
should be assessed by taking into account not only requirements which have actually 
been  set  in  the  contract  -  including  in  pre-contractual  information  which  forms  an 
integral part of the contract - but also certain objective requirements which constitute 
the  standards  normally  expected  for  goods,  in  particular  in  terms  of  fitness  for  the 
purpose,  packaging,  installation  instructions  and  normal  qualities  and  performance 
capabilities.  

EN 

14 

   EN 

(20)  A  large  number  of  consumer  goods  are  intended  to  be  installed  before  they  can  be 
usefully  used  by  the  consumer.  Therefore  any  lack  of  conformity  resulting  from  an 
incorrect installation of the goods should be regarded as a lack of conformity with the 
contract where the installation was performed by the seller or under the seller's control, 
as  well  as  where  the  goods  were  installed  by  the  consumer  but  the  incorrect 
installation is due to incorrect installation instructions. 

(21)  Conformity  should cover  material defects as  well as  legal  defects. Third party  rights 
and other legal defects might effectively bar the consumer from enjoying the goods in 
accordance with the contract when the rights's holder rightfully compels the consumer 
to  stop  infringing  those  rights.  Therefore  the  seller  should  ensure  that  the  goods  are 
free from any right of a third party, which precludes the consumer from enjoying the 
goods in accordance with the contract.  

(22)  While freedom of contract with regard to the criteria of conformity with the contract 
should  be  ensured,  in  order  to  avoid  circumvention  of  the  liability  for  lack  of 
conformity  and  ensure  a  high  level  of  consumer  protection,  any  derogation  from  the 
mandatory  rules  on  criteria  of  conformity  and  incorrect  installation,  which  is 
detrimental  to  the  interests  of  the  consumer,  shallould  be  valid  only  if  the  consumer 
has  been  expressly  informed  and  has  expressly  consented  to  it  when  concluding  the 
contract.  

(23)  Ensuring  longer  durability  of  consumer  goods  is  important  for  achieving  more 
sustainable  consumption  patterns  and  a  circular  economy.  Similarly,  keeping  non-
compliant products out of the Union market by strengthening market surveillance and 
providing the right incentives to economic operators is essential to increase trust in the 
functioning of the single internal market. For these purposes, product specific Union 
legislation is the most appropriate approach to introduce durability and other product 
related requirements in relation to specific types or groups of products, using for this 
purpose  adapted  criteria.  This  Directive  should  therefore  be  complementary  to  the 
objectives followed in this such Union sector product specific legislation. In so far as 
specific  durability  information  is  indicated  in  any  pre-contractual  statement  which 
forms part of the sales contract, the consumer should be able to rely on them as a part 
of the criteria for conformity.  

(24)  Enhancing legal certainty for both consumers and sellers requires a clear indication of 
the time when the conformity of the goods to the contracts should be assessed. In order 
to  ensure  coherence  between  the  present  Directive  and  Directive  2011/83/EU  it  is 
appropriate  to  indicate  the  time  of  the  passing  of  risk  as  the  time  for  assessing  the 
conformity of the goods. However, in cases where the goods need to be installed, that 
relevant time should be adapted.   

(25)  The  optional  possibility  for  Member  States  to  maintain  notification  obligations  for 
consumers may lead them to easily lose well-substantiated claims for remedies in case 
of delayed or lack of notification, especially in a cross-border transaction where a law 
of  another  Member  State  applies  and  the  consumer  is  not  aware  of  this  notification 
obligation  resulting  from  the  law  of  another  Member  State.  Therefore  a  notification 
obligation  for  consumers  should  not  be  established.  Accordingly,  Member  States 
should be prevented from introducing or maintaining a requirement for the consumer 
to notify the seller the lack of conformity within a certain deadline.  

(26) 

In  order  to  allow  businesses  to  rely  on  a  single  set  of  rules  across  the  Union,  it  is 
necessary to fully harmonise the period of time during which the burden of proof for 
the  lack  of  conformity  is  reversed  in  favour  of  the  consumer.  Within  the  first  two 

EN 

15 

   EN 

years,  in  order  to  benefit  from  the  presumption  of  lack  of  conformity,  the  consumer 
should  only  establish  demonstrate  that  the  good  is  not  conforming,  without  also 
needing to demonstrate that the lack of conformity actually existed at the relevant time 
for establishing conformity. In order to increase legal certainty in relation to available 
remedies for lack of conformity with the contract and in order to eliminate one of the 
major  obstacles  inhibiting  the  Digital  Single  internal  Mmarket,  a  fully  harmonised 
order  in  which  remedies  can  be  exercised  should  be  provided  for.  In  particular,  the 
consumer should enjoy a choice between repair or replacement as a first remedy which 
should  help  in  maintaining  the  contractual  relation  and  mutual  trust.  Moreover, 
enabling consumers to require repair should encourage a sustainable consumption and 
could contribute to a greater durability of products.  

(27)  The consumer's choice between repair and replacement should only be limited where 
the  option  chosen  would  be  disproportionate  compared  to  the  other  option  available, 
impossible  or  unlawful.  For  instance,  it  might  be  disproportionate  to  request  the 
replacement of goods because of a minor scratch where this replacement would create 
significant costs while, at the same time, the scratch could easily be repaired.  

(28)  Where  the  seller  has  not  remedied  the  lack  of  conformity  through  repair  or 
replacement  without  significant  inconvenience  for  the  consumer  and  within  a 
reasonable time, the consumer should be entitled to a price reduction or to terminate 
the  contract.  In  particular  any  repair  or  replacement  needs  to  should  be  successfully 
accomplished  within  this  reasonable  period.  What  is  a  reasonable  time  should  be 
objectively ascertained considering the nature of the goods and the lack of conformity. 
If upon the lapse of the reasonable period, the seller has failed to successfully remedy 
the  lack  of  conformity,  the  consumer  should  not  be  obliged  to  accept  any  further 
attempts by the seller in relation to the same lack of conformity.  

(29)  Considering that the right to terminate the contract due to the lack of conformity is an 
important  remedy  applicable  where  repair  or  replacement  are  not  feasible  or  have 
failed,  the  consumer  should  also  enjoy  the  right  to  terminate  the  contract  in  cases 
where  the  lack  of  conformity  is  minor.  This  would  provide  a  strong  incentive  to 
remedy all cases of a lack of conformity at an early stage. In order to make the right to 
terminate effective for consumers, in situations where the consumer acquires multiple 
goods, some being an accessory to the main item which the consumer would not have 
acquired without the main item, and the lack of conformity impacts that main item, the 
consumer  should  have  the  right  to  terminate  the  contract  also  in  relation  to  the 
accessory elements, even if the latter are in conformity with the contract. 

(30)  Where  the  consumer  terminates  the  contract  due  to  the  lack  of  conformity,  this 
Directive  should  prescribes  only  the  main  effects  and  modalities  of  the  right  of 
termination,  in  particular  the  obligation  for  the  parties  to  return  what  they  have 
received.  Thus,  the  seller  shallould  be  obliged  to  refund  the  price  received  from  the 
consumer and the consumer shallould return the goods.  

(31) 

In  order  to  ensure  the  effectiveness  of  the  right  to  terminate  for  consumers  while 
avoiding  the consumer's unjustified enrichment, the consumer's obligation to  pay for 
the decrease of the value of the goods should be limited to those situations where the 
decrease exceeds normal use. In any case the consumer should not be obliged to pay 
more than the price agreed for the goods. In situations where the return of the goods is 
impossible  due  to  their  destruction  or  loss,  the  consumer  should  pay  the  monetary 
value  of  the  goods  which  were  destroyed.  However,  the  consumer  should  not  be 

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(32) 

(33) 

(34) 

obliged to pay the monetary value where the destruction or loss is caused by the lack 
of conformity of the goods with the contract. 

In  order  to  increase  legal  certainty  for  sellers  and  overall  consumer  confidence  in 
cross-border purchases it is necessary to harmonise the period during which the seller 
is held liable for any lack of conformity which exists at the time when the consumer 
acquires  the  physical  possession  of  goods.  Considering  that  the  large  majority  of 
Member States have foreseen a two-year period when implementing Directive 1999/44 
and  in  practice  this  is  considered  by  market  participants  as  a  reasonable  period,  this 
period should be maintained. 

In order to ensure higher awareness of consumers and easier enforcement of the Union 
rules on consumer's rights in relation to non-conforming goods, this Directive should 
align the period of time during which the burden of proof is reversed in favour of the 
consumer  with  the  period  during  which  the  seller  is  held  liable  for  any  lack  of 
conformity.  

In  order  to  ensure  transparency,  certain  transparency  requirements  for  commercial 
guarantees  should  be  provided.  Moreover  in  order  to  improve  legal  certainty  and  to 
avoid that consumers are misled, this Directive should provides that where commercial 
guarantee  conditions  contained  in  advertisements  or  pre-contractual  information  are 
more  favourable  to  the  consumer  than  those  included  in  the  guarantee  statement  the 
more  advantageous  conditions  should  prevail.  Finally,  this  Directive  should  provide 
rules  on  the  content  of  the  guarantee  statement  and  the  way  it  should  be  made 
available  to  consumers.  Member  States  should  be  free  to  lay  down  rules  on  other 
aspects  of  commercial  guarantees  not  covered  by  this  Directive,  provided  that  those 
rules  do  not  deprive  consumers  of  the  protection  afforded  to  them  by  the  fully 
harmonised provisions of this Directive on commercial guarantees. 

(35)  Considering that the seller is liable towards the consumer for any lack of conformity of 
the goods resulting from an act or omission of the seller or a third party it is justified 
that the seller should be able to pursue remedies against the responsible person earlier 
in the chain of transactions. However, this Directive should not affect the principle of 
freedom of  contract  between  the seller  and other parties in the chain of transactions. 
The  details  for  exercising  that  right,  in  particular  against  whom  and  how  such 
remedies are to be pursued, should be provided by the Member States. 

(36)  Persons or organisations regarded under national law as having a legitimate interest in 
protecting  consumer  contractual  rights  should  be  afforded  the  right  to  initiate 
proceedings,  either  before  a  court  or  before  an  administrative  authority  which  is 
competent to decide upon complaints or to initiate appropriate legal proceedings. 

(37)  Nothing  in  this  Directive  should  prejudice  the  application  of  rules  of  private 
international  law,  in  particular  Regulation  (EC)  No  593/2008  and  Regulation  (ECU) 
No 1215/2012 of the European Parliament and of the Council50. 

(38)  Directive 1999/44/EC should be amended to exclude distance sales contracts from its 
scope  of  application  repealed.  The  date  of  repeal  should  be  aligned  with  the 
transposition  date  of  this  Directive.  In  order  to  ensure  a  uniform  application  of  the 
laws,  regulations  and  administrative  provisions  necessary  for  Member  States  to 
comply with this Directive to contracts concluded from the transposition date onwards, 
this Directive should not apply to contracts concluded before its transposition date. 

50 

Regulation (ECU) No 1215/2012 of the European Parliament and of the Council on jurisdiction and the recognition and enforcement of judgments in civil and 

commercial matters (recast) OJ L 351, 20.12.2012, p.1. 

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17 

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(39)  Regulation  (EC)  No  2006/2004  of  the  European  Parliament  and  of  the  Council51 
should  be  amended  to  include  a  reference  to  this  Directive  in  its  Annex  so  as  to 
facilitate cross-border cooperation on enforcement of this Directive. 

(40)  Directive  2009/22/EC  of  the  European  Parliament  and  of  the  Council52  should  be 
amended to include a reference to this Directive in its Annex so as to ensure that the 
consumers’ collective interests laid down in this Directive are protected. 

(41) 

In  accordance  with  the Joint  Political  Declaration  of  28  September  2011  of  Member 
States  and  the  Commission  on  explanatory  documents53,  Member  States  have 
undertaken  to  accompany,  in  justified  cases,  the  notification  of  their  transposition 
measures  with  one  or  more  documents  explaining  the  relationship  between  the 
components  of  a  directive  and  the  corresponding  parts  of  national  transposition 
instruments. With regard to this Directive, the legislator considers the transmission of 
such documents to be justified. 

(42)  Since tThe objectives of this Directive, namely to contribute to the functioning of the 
internal  market  by  tackling  in  a  consistent  manner  contract  law-related  obstacles  for 
the  online  and  other  distance  sales  of  goods  across  borders  in  the  Union,  cannot  be 
sufficiently achieved by the Member States, as each Member State individually is not 
in a position to tackle the existing legal fragmentation by ensuring the coherence of its 
legislation with other Member States' legislations. The objectives of this Directive but 
can rather be better achieved at Union level by removing the identified contract law-
related  obstacles  through  full  harmonisation.,  Therefore,  in  order  to  achieve  the 
objectives  of  this  Directive  the  Union  may  adopt  measures,  in  accordance  with  the 
principle  of  subsidiarity  as  set  out  in  Article  5  of  the  Treaty  on  European  Union.  In 
accordance  with  the  principle  of  proportionality,  as  set  out  in  that  Article,  this 
Directive does not go beyond what is necessary in order to achieve those objectives. 

(43)  This Directive respects the fundamental rights and observes the principles recognised 
in  particular  by  the  Charter  of  Fundamental  Rights  of  the  European  Union  and 
specifically Article 16, 38 and 47 thereof.  

HAVE ADOPTED THIS DIRECTIVE: 

Article 1 

Subject matter and scope 

This  Directive  lays  down  certain  requirements  concerning  distance  sales  contracts 
concluded between the seller and the consumer, in particular rules on conformity of 
goods,  remedies  in  case  of  non-conformity  and  the  modalities  for  the  exercise  of 
theose remedies.  

This  Directive  shall  not  apply  to  distance  contracts  for  the  provision  of  services. 
However,  in  case  of  sales  contracts  providing  both  for  the  sale  of  goods  and  the 
provision  of  services,  this  Directive  shall  apply  to  the  part  relating  to  the  sale  of 
goods.  

Regulation (EC) No 2006/2004 of the European Parliament and of the Council of 27 October 2004 on cooperation between national authorities responsible for 
the enforcement of consumer protection laws OJ L 165, 18.06.2013 OJ 364, 9.12.2004, p.1.  

Directive  2009/22/EC  of  the  European  Parliament  and  of  the  Council  of  23  April  2009  on  injunctions  for  the  protection  of  consumers’  interests  OJ  L110, 

1.05.2009 , p.30. 
OJ C 369, 17.12.2011, p. 14. 

1. 

2. 

51 

52 

53 

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18 

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3. 

4. 

45. 

This Directive shall not apply to any durable tangible medium incorporating digital 
content where the durable tangible medium has been used exclusively as a carrier for 
the supply of the digital content to the consumer. 

Member States may exclude from the scope of this Directive contracts for the sale of 
second-hand goods sold at public auction where consumers have the  opportunity of 
attending the sale in person. 

In  so  far  as  not  regulated  therein,  this  Directive  shall  not  affect  national  general 
contract  laws  such  as  rules  on  formation,  the  validity  or  effects  of  contracts, 
including the consequences of the termination of a contract.  

Article 2  

Definitions 

For the purpose of this Directive, the following definitions shall apply:  

(a) 

(b) 

(c) 

(d) 

‘sales  contract’  means  any  contract  under  which  the  seller  transfers  or  undertakes 
totransfer the ownership of goods, including goods which are to be manufactured or 
produced,  to  the  consumer  and  the  consumer  pays  or  undertakes  to  pay  the  price 
thereof; 

‘consumer’ means any natural person who, in contracts covered by this Directive, is 
acting for purposes which are outside his trade, business, craft or profession;  

‘seller’  means  any  natural  person  or  any  legal  person,  irrespective  of  whether 
privately or publicly owned, who is acting, including through any other person acting 
in  his  name  or  on  his  behalf,  for  purposes  relating  to  his  trade,  business,  craft  or 
profession in relation to contracts covered by this Directive;  

‘producer’ means the manufacturer of goods, the importer of goods into the Union or 
any  person  purporting  to  be  a  producer  by  placing  their  name,  trade  mark  or  other 
distinctive sign on the goods; 

(e) 

‘goods’ means any tangible movable items with the exception of 

(a)  items sold by way of execution or otherwise by authority of law;  

(f) 

(g) 

(f) 

(b)  water, gas and electricity unless they are put up for sale in a limited volume or 

a set quantity; 

‘distance  sales  contract’  means  any  sales  contract  concluded  under  an  organised 
distance  scheme  without  the  simultaneous  physical  presence  of  the  seller  and  the 
consumer, with the exclusive use of one or more means of distance communication, 
including  via  internet,  up  to  and  including  the  time  at  which  the  contract  is 
concluded; 

‘durable medium’ means any instrument which enables the consumer or the seller to 
store  information  addressed  personally  to  him  in  a  way  accessible  for  future 
reference for a period of time adequate for the purposes of the information and which 
allows the unchanged reproduction of the information stored; 

‘commercial  guarantee’  means  any  undertaking  by  the  seller  or  a  producer  (the 
guarantor)  to  the  consumer,  in  addition  to  his  legal  obligation  relating  to  the 
guarantee of conformity, to reimburse the price paid or to replace, repair or service 
goods in any way if they do not meet the specifications or any other requirements not 

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(g) 

(h) 

(i) 

related to conformity set out in the guarantee statement or in the relevant advertising 
available at the time of, or before the conclusion of the contract; 

‘contract’  means  an  agreement  intended  to  give  rise  to  obligations  or  other  legal 
effects; 

‘repair’  means,  in  the  event  of  lack  of  conformity,  bringing  goods  into  conformity 
with the contract;  

‘free  of  charge’  means  free  of  the  necessary  costs  necessarily  incurred  in  order  to 
bring  the  goods  into  conformity,  particularly  the  cost  of  postage,  labour  and 
materials. 

Article 3  

Level of harmonisation 

Member States shall not maintain or introduce provisions diverging from those laid down in 
this  Directive  including  more  or  less  stringent  provisions  to  ensure  a  different  level  of 
consumer protection. 

Article 4 

Conformity with the contract  

1. 

The  seller  shall  ensure  that,  in  order  to  conform  with  the  contract,  the  goods  shall, 
where relevant: 

(a)  be  of  the  quantity,  quality  and  description  required  by  the  contract,  which 
includes that where the seller shows a sample or a model to the consumer, the 
goods  shall  possess  the  quality  of  and  correspond  to  the  description  of  this 
sample or model; 

(b)  be  fit  for  any  particular  purpose  for  which  the  consumer  requires  them  and 
which the consumer made known to the seller at the time of the conclusion of 
the contract and which the seller has accepted; and 

(c)  possess  the  qualities  and  performance  capabilities  indicated  in  any  pre-

contractual statement which forms an integral part of the contract. 

In  order  to  conform  with  the  contract,  the  goods  must  shall  also  meet  the 
requirements of Articles 5, 6 and 7. 

Any agreement excluding, derogating from or varying the effects of Articles 5 and 6 
to  the  detriment  of  the  consumer  is  shall  be  valid  only  if,  at  the  time  of  the 
conclusion of the contract, the consumer knew of the specific condition of the goods 
and the consumer has expressly accepted this specific condition when concluding the 
contract.  

2. 

3. 

Article 5  

Requirements for conformity of the goods  

The goods shall, where relevant: 

(a)  be  fit  for  all  the  purposes  for  which  goods  of  the  same  description  would 

ordinarily be used; 

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20 

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(b)  be  delivered  along  with  such  accessories  including  packaging,  installation 

instructions or other instructions as the consumer may expect to receive; and  

(c)  possess  qualities  and  performance  capabilities  which  are  normal  in  goods  of 
the  same  type  and  which  the  consumer  may  expect  given  the  nature  of  the 
goods and taking into account any public statement made by or on behalf of the 
seller or other persons in earlier links of the chain of transactions, including the 
producer, unless the seller shows that:  

(i) 

the  seller  was  not,  and  could  not  reasonably  have  been,  aware  of  the 
statement in question;  

(ii)  by  the  time  of  conclusion  of  the  contract  the  statement  had  been 

corrected; or 

(iii) 

the  decision  to  buy  the  goods  could  not  have  been  influenced  by  the 
statement. 

Article 6  

Incorrect installation  

Where the goods are incorrectly installed, any lack of conformity resulting from the incorrect 
installation is regarded as lack of conformity with the contract of the goods if: 

(a) 

(b) 

the goods were installed by the seller or under the seller’s responsibility; or 

the  goods,  intended  to  be  installed  by  the  consumer,  were  installed  by  the 
consumer  and  the  incorrect  installation  was  due  to  a  shortcoming  in  the 
installation instructions. 

Article 7  

Third party rights 

At the time relevant for establishing the conformity with the contract as determined by Article 
8, the goods must shall be free from any right of a third party, including based on intellectual 
property, so that the goods can be used in accordance with the contract. 

Relevant time for establishing conformity with the contract 

Article 8  

1. 

The seller shall be liable for any lack of conformity with the contract which exists at 
the time when:  

(a) 

(b) 

the  consumer  or  a  third  party  indicated  by  the  consumer  and  other  than  the 
carrier has acquired the physical possession of the goods; or 

the  goods  are  handed  over  to  the  carrier  chosen  by  the  consumer,  where  that 
carrier was not proposed by the seller or where the seller proposes no means of 
carriage. 

2. 

In  cases  where  the  goods  were  installed  by  the  seller  or  under  the  seller’s 
responsibility, the time  when the installation  is complete shall  be considered  as the 
time when the consumer has acquired the physical possession of the goods. In a case 
where  the  goods  were  intended  to  be  installed by  the  consumer,  the  time  when  the 

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consumer  had  reasonable  time  for  the  installation  but  in  any  case  not  later  than  30 
days after the time indicated in paragraph 1 shall be considered as the time when the 
consumer has acquired the physical possession of the goods. 

Any lack of conformity with the contract which becomes apparent within two years 
from the time indicated in paragraphs 1 and 2 is presumed to have existed at the time 
indicated  in  paragraphs  1  and  2  unless  this  is  incompatible  with  the  nature  of  the 
goods or with the nature of the lack of conformity.  

Article 9  

Consumer's remedies for the lack of conformity with the contract 

In the case of a lack of conformity with the contract, the consumer shall be entitled to 
have  the  goods  brought  into  conformity  by  the  seller,  free  of  charge,  by  repair  or 
replacement, in accordance with Article 11. 

A repair or replacement shall be completed within a reasonable time and without any 
significant inconvenience to the consumer, taking account of the nature of the goods 
and the purpose for which the consumer required the goods. 

The consumer shall be entitled to a proportionate reduction of the price in accordance 
with Article 12 or to terminate the contract in accordance with Article 13 where:  

(a) 

(b) 

(c) 

(d) 

a repair or replacement are impossible or unlawful;  

the seller has not completed repair or replacement within a reasonable time; 

a repair or replacement would cause significant inconvenience to the consumer; 
or 

the  seller  has  declared,  or  it  is  equally  clear  from  the  circumstances,  that  the 
seller  will  not  bring  the  goods  in  conformity  with  the  contract  within  a 
reasonable time.  

The  consumer  shall  be  entitled  to  withhold  the  payment  of  any  outstanding  part  of 
the price, until the seller has brought the goods into conformity with the contract. 

The consumer shall not be entitled to a remedy to the extent that the consumer has 
contributed to the lack of conformity with the contract or its effects.  

Article 10 

Replacement of goods 

Where the seller remedies the lack of conformity with the contract by replacement, 
the seller shall take back the replaced goods at the seller's expense unless the parties 
have agreed otherwise after the lack of conformity with the contract has been brought 
to the seller's attention by the consumer.  

Where the consumer had installed the goods in a manner consistent with their nature 
and  purpose,  before  the  lack  of  conformity  with  the  contract  became  apparent,  the 
obligation  to  take  back  the  replaced  goods  shall  include  the  removal  of  the  non-
conforming  goods  and  the  installation  of  replacement  goods,  or  bearing  the  costs 
thereof.  

The consumer shall not be liable to pay for any use made of the replaced goods in the 
period prior to the replacement.  

3. 

1. 

2. 

3. 

4. 

5. 

1. 

2. 

3. 

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Article 11 

Consumer's choice between repair and replacement 

The consumer may choose between repair and replacement unless the option chosen would be 
impossible, unlawful or, compared to the other option, would impose costs on the seller that 
would be disproportionate, taking into account all circumstances, including: 

(a) 

the  value  the  goods  would  have  if  there  were  no  lack  of  conformity  with  the 
contract; 

(b) 

the significance of the lack of conformity with the contract; 

(c)  whether  the  alternative  remedy  could  be  completed  without  significant 

inconvenience to the consumer. 

Article 12  

Price reduction  

The reduction of price shall be proportionate to the decrease in the value of the goods which 
were received by the consumer compared to the value the goods would have if in conformity 
with the contract. 

1. 

2. 

3. 

Article 13  

The consumer's right to terminate the contract  

The consumer shall exercise the right to terminate the contract by notice to the seller 
given by any means. 

Where  the  lack  of  conformity  with  the  contract  relates  to  only  some  of  the  goods 
delivered  under  the  contract  and  there  is  a  ground  for  termination  of  a  contract 
pursuant  to  Article  9,  the  consumer  may  terminate  the  contract  only  in  relation  to 
those goods and any other goods which the consumer acquired as an accessory to the 
non-conforming goods.  

Where  the  consumer  terminates  a  contract  as  a  whole  or  in  relation  to  some  of  the 
goods delivered under the contract in accordance with paragraph 2:  

(a) 

(b) 

the seller shall reimburse to the  consumer the price paid without undue delay 
and in any event not later than 14 days from receipt of the notice and shall bear 
the cost of the reimbursement; 

the consumer shall return, at the seller's expense, to the seller the goods without 
undue delay and in any event not later than 14 days from sending the notice of 
termination; 

(c)  where  the  goods  cannot  be  returned  because  of  destruction  or  loss,  the 
consumer shall pay to the seller the monetary value which the non-conforming 
goods would have had at the date when the return was to be made, if they had 
been kept by the consumer without destruction or loss until that date, unless the 
destruction or loss has been caused by a lack of conformity of the goods with 
the contract; and 

(d) 

the  consumer  shall  pay  for  a  decrease  in  the  value  of  the  goods  only  to  the 
extent that the decrease in value exceeds depreciation through regular use. The 
payment for decrease in value shall not exceed the price paid for the goods.  

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Article 14  

Time limits  

The consumer shall be entitled to a remedy for the a lack of conformity with the contract of 
the  goods  where  the  lack  of  conformity  becomes  apparent  within  two  years  as  from  the 
relevant time for establishing conformity. If, under national legislation, the rights laid down in 
Article 9 are subject to a limitation period, that period shall not be shorter than two years as 
from the relevant time for establishing conformity with the contract.   

Article 15  

Commercial guarantees  

1. 

Any  commercial  guarantee  shall  be  binding  on  the  guarantor  under  the  conditions 
laid down in: 

(a)  pre-contractual  information  provided  by  the  seller,  including  any  pre-

contractual statement which forms an integral part of the contract; 

(b) 

(c) 

advertising available at the time of or before the conclusion of the contract; and  

the guarantee statement.  

If the guarantee statement is less advantageous to the consumer than the conditions 
laid  down  in  pre-contractual  information  provided  by  the  seller  or  advertising,  the 
commercial  guarantee  shall  be  binding  under  the  conditions  laid  down  in  the  pre-
contractual information or advertising relating to the commercial guarantee. 

2. 

The guarantee statement shall be made available on a durable medium and drafted in 
plain, intelligible language. It shall include the following: 

(a) 

(b) 

a  clear  statement  of  the  legal  rights  of  the  consumer  as  provided  for  in  this 
Directive  and  a  clear  statement  that  those  rights  are  not  affected  by  the 
commercial guarantee; and 

the  terms  of  the  commercial  guarantee  that  go  beyond  the  legal  rights  of  the 
consumer, information about the duration, transferability, territorial scope and 
existence  of  any  charges  which  the  consumer  might  incur  in  order  to  benefit 
from the commercial guarantee, the name and address of the guarantor and, if 
different from the guarantor, the person against whom any claim is to be made 
and the procedure by which the claim is to be made. 

3.  

3.4.  

4.5. 

For  the  purpose  of  this  Article,  ‘durable  medium’  means  any  instrument  which 
enables  the  parties  to  store  information  addressed  personally  to  them  in  a  way 
accessible for future reference for a period of time adequate for the purposes of the 
information and which allows the unchanged reproduction of the information stored. 

Non-compliance  with  paragraph  2  shall  not  affect  the  binding  nature  of  the 
commercial guarantee for the guarantor. 

The  Member  States  may  lay  down  additional  rules  on  other  aspects  concerning 
commercial guarantees which are not regulated in this Article insofar as those rules 
do not reduce the protection set out in this Article. 

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Article 16  

Right of redress  

Where the seller is liable to the consumer because of a lack of conformity with the contract 
resulting from an act or omission by a person in earlier links of the chain of transactions, the 
seller shall be entitled to pursue remedies against the person or persons liable in the chain of 
transactions.  The  person  against  whom  the  seller  may  pursue  remedies  and  the  relevant 
actions and conditions of exercise, shall be determined by national law. 

Article 17 

Enforcement 

1.   Member  States  shall  ensure  that  adequate  and  effective  means  exist  to  ensure 

compliance with this Directive.  

2.  

The means referred to in paragraph 1 shall include provisions whereby one or more of 
the  following  bodies,  as  determined  by  national  law,  may  take  action  under  national 
law before the courts or before the competent administrative bodies to ensure that the 
national provisions transposing this Directive are applied:  

(a) public bodies or their representatives;  

(b) consumer organisations having a legitimate interest in protecting consumers;  

(c) professional organisations having a legitimate interest in acting.  

Article 18  

Mandatory nature  

Any contractual agreement which, to the detriment of the consumer, excludes the application 
of  national  measures  transposing  this  Directive,  derogates  from  them  or  varies  their  effect 
before the lack of conformity with the contract of the goods is brought to the seller's attention 
by the consumer shall not be binding on the consumer unless parties to the contract exclude, 
derogate from or vary the effects of the requirements of Articles 5 and 6 in accordance with 
Article 4 (3).  

Article 19 

Amendments to Directive 1999/44/EC, Regulation (EC) No 2006/2004 and Directive 
2009/22/EC  

1. 

Article 1 of Directive 1999/44/EC is amended as follows: 

(a) paragraph 1 is replaced by the following: 

"1.  The  purpose  of  this  Directive  is  the  approximation  of  the  laws,  regulations  and 
administrative provisions of the Member States on certain aspects of contracts for the sale of 
consumer goods and associated guarantees, which are not distance sales contracts, in order 
to  ensure  a  uniform  minimum  level  of  consumer  protection  in  the  context  of  the  internal 
market."  

(b) paragraph 2 is amended as follows:  

(i) point (f) is replaced by the following:  

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"(f)  repair:  shall  mean,  in  the  event  of  lack  of  conformity,  bringing  consumer  goods  into 
conformity with the contract of sale;" 

(ii) the following point is added: 

''g)‘distance sales contract’ means any sales contract concluded under an organised distance 
scheme without the simultaneous physical presence of the seller and the consumer, with the 
exclusive use of one or more means of distance communication, including via internet, up to 
and including the time at which the contract is concluded".  

21. 

In  the  Annex  to  Regulation  (EC)  No  2006/2004,  the  following  point  11  is  added 
replaced by the following: 

"22. Directive (EU) N/XXX of the European Parliament and of the Council of XX/XX/201X on 
certain  aspects  concerning  contracts  for  the  online  and  other  distance  sales  of  goods, 
amending Regulation (EC) No 2006/2004 and Directive 2009/22/EC and repealing Directive 
1999/44/EC (OJ…)" 

32. 

In Annex I to Directive 2009/22/EC the following point 7 is added replaced by the 
following: 

"167. Directive (EU) N/XXX of the European Parliament and of the Council of XX/XX/201X 
on  certain  aspects  concerning  contracts  for  the  online  and  other  distance  sales  of  goods, 
amending Regulation (EC) No 2006/2004 and Directive 2009/22/EC and repealing Directive 
1999/44/EC (OJ…)" 

Article 20 

Transitional provisions 

1. 

2. 

This Directive shall not apply to contracts concluded before [date of two years after 
the entry into force of this Directive].  

Member States shall ensure that the laws, regulations and administrative provisions 
necessary to comply with this Directive apply from [date of two years after the entry 
into force] to all contracts concluded from that date onwards.  

Repeal of Directive 1999/44/EC of the European Parliament and of the Council 

Article 21 

Directive  1999/44/EC  of  the  European  Parliament  and  of  the  Council  of  25  May  1999  on 
certain aspects of the sale of consumer goods and associated guarantees is repealed as of [date 
of two years after the entry into force]. References to the repealed Directive shall be construed 
as  references  to  this  Directive and shall  be read in  accordance  with  the correlation table set 
out in Annex 1. 

Article 202  

Transposition 

1. 

Member  States  shall  bring  into  force  the  laws,  regulations  and  administrative 
provisions  necessary  to  comply  with  this  Directive  by  [date  of  two  years  after  the 
entry into force] at the latest. 

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   EN 

2. 

3. 

When  Member  States  adopt  those  provisions,  they  shall  contain  a  reference  to  this 
Directive  or  be  accompanied  by  such  a  reference  on  the  occasion  of  their  official 
publication. Member States shall determine how such reference is to be made. 

Member  States  shall  communicate  to  the  Commission  the  text  of  the  provisions  of 
national law which they adopt in the field covered by this Directive.  

Article 213 

Entering into force 

This Directive shall enter into force on the twentieth day following that of its publication in 
the  Official  Journal  of  the  European  Union.  However,  Article  19  shall  apply  from  [date  of 
two years after the entry into force of this Directive]. 

Article 224 

Addressees 

This Directive is addressed to the Member States. 

Done at Brussels, 

For the European Parliament 
The President 

For the Council 
The President 

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