CELEX: 51998PC0615
Language: en
Date: 1998-10-29
Title: Amended proposal for a European Parliament and Council Directive combating late payment in commercial transactions

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 (Î)
                                                        (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)
             (Î)ÙOJ 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             Having regard to the Treaty establishing the European
Community, and in particular Article 100a thereof,                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                  Having regard to the opinion of the Economic and
Social Committee,                                                 Social CommitteeØ(Î),
Acting in accordance with the procedure laid down in              Acting in accordance with the procedure laid down in
Article 189b of the Treaty,                                       Article 189b of the TreatyØ(Ï),
  (1)ÙWhereas the European Parliament in its                      Unchanged
      ResolutionØ(Î) on the Integrated Programme in
      favour of SMEs and the craft sectorØ(Ï) emphasised
      that the Commission should forward proposals to
      deal with the problem of late payment;
  (2)ÙWhereas on 12 May 1995 the Commission adopted
      a Recommendation on payment periods in com-
      mercial transactionsØ(Ð).
(Î)ÙOJ C 323, 21.11.1994, p. 19.                                  (Î)ÙAdopted on 10.9.1998, not yet published in the Official
(Ï)ÙCOM(94) 207 final, 3.6.1994.                                      Journal.
(Ð)ÙOJ L 127, 10.6.1995, p. 19.                                   (Ï)ÙOpinion of the European Parliament adopted on 17.9.1998,
                                                                      not yet published in the Official Journal.
 ---pagebreak--- 3.12.98               EN                 Official Journal of the European Communities                             C 374/5
                      ORIGINAL PROPOSAL                                               AMENDED PROPOSAL
  (3)ÙWhereas the European Parliament in its Resolution
      on the Commission Recommendation on payment
      periods in commercial transactionsØ(Î) called on the
      Commission to consider transforming its recom-
      mendation into a proposal for a Council Directive
      to be submitted as soon as possible;
  (4)ÙWhereas on 29 May 1997 the Economic and Social
      Committee        adopted      an    opinion    on    the
      Commission’s Green Paper on Public procurement
      in the European Union: Exploring the Way
      ForwardØ(Ï), recommending maximum payment
      periods and interest on late payments by public
      authorities;
  (5)ÙWhereas on 4 June 1997 the Commission published
      an Action Plan for the Single MarketØ(Ð), which
      underlined that late payment represents an
      increasingly serious obstacle for the success of the
      Single Market;
  (6)ÙWhereas on 17 July 1997 the Commission
      published a Report on late payments in commercial
      transactionsØ(Ñ), summarising the results of an
      evaluation of the effects of the Commission’s
      Recommendation of 12 May 1995;
  (7)ÙWhereas heavy administrative and financial burdens            (7)ÙWhereas heavy administrative and financial burdens
      are placed on businesses, particularly small and                  are placed on businesses, particularly small and
      medium-sized ones, as a result of late payment;                   medium-sized ones, as a result of the excessive
      whereas moreover, late payments are a major cause                 payment periods and late payment; whereas
      of insolvencies threatening the survival of businesses            moreover, these problems are a major cause of
      and result in numerous job losses;                                insolvencies threatening the survival of businesses
                                                                        and result in numerous job losses;
  (8)ÙWhereas the differences between the payment rules            Unchanged
      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
      national legislation making it difficult, time
      consuming and costly for him to do so;
(Î)ÙOJ C 211,  22.7.1996, p. 43.
(Ï)ÙOJ C 287,  22.9.1997, p. 92.
(Ð)ÙCSE(97) 1  final, 4.6.1997, pp. 8 and 38.
(Ñ)ÙOJ C 216,  17.7.1997, p. 10.
 ---pagebreak--- C 374/6            EN                 Official Journal of the European Communities                                3.12.98
                   ORIGINAL PROPOSAL                                              AMENDED PROPOSAL
 (9)ÙWhereas 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 applied to domestic and transborder
     operations;
(10)ÙWhereas the most recent statistics indicate that
     there has been, at best, no improvement in late
     payments in many Member States since the
     adoption of the Recommendation of 12 May 1995;
(11)ÙWhereas, in accordance with the principle of sub-
     sidiarity and the principle of proportionality as set
     out in Article 3b of the Treaty, the objective of
     combating late payments in the 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;
(12)ÙWhereas late payment constitutes a breach of
     contract which has been made financially attractive
     to debtors in most Member States by low interest
     rates on late payments and/or slow 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;
(13)ÙWhereas the use of retention of title clauses as a         (13)ÙWhereas the use of retention of title clauses as a
     means of speeding up payment is at present                      means of speeding up payment is at present
     constrained by a number of differences in national              constrained by a number of differences in national
     law; whereas it is necessary to ensure that creditors           law; whereas it is necessary to ensure that creditors
     are in a position to exercise the retention of title            are in a position to exercise the retention of title
     throughout the Community, using a single clause                 throughout the Community, using a single clause
     recognised by all Member States;                                recognised by all Member States, and that excessive
                                                                     length of payment periods and late payments do
                                                                     not distort commercial transactions in the func-
                                                                     tioning of the internal market;
(14)ÙWhereas the consequences of late payment can be            Unchanged
     dissuasive only if they are accompanied by redress
     procedures which are rapid, effective and inex-
     pensive for the creditor; whereas in conformity with
     the principle of non-discrimination contained in
     Article 6 of the Treaty, these procedures should be
     available to creditors from all Member States irre-
     spective of their residence;
 ---pagebreak--- 3.12.98              EN               Official Journal of the European Communities                                   C 374/7
                    ORIGINAL PROPOSAL                                                AMENDED PROPOSAL
(15)ÙWhereas public authorities handle a considerable           (15)ÙWhereas public authorities handle a considerable
      volume of payments to businesses; whereas strict                 volume of payments to businesses; whereas strict
      payment discipline on the part of these authorities              payment discipline on the part of these authorities
      would have a beneficial trickle-down effect on the               would have a beneficial trickle-down effect on the
      economy as a whole; whereas for payments                         economy as a whole; whereas, with regard to public
      executed by the Commission it has already been                   contracts, contracting enterprises in turn likewise
      decided to give certain creditors the right to receive           delay payments to their suppliers and subcon-
      default interest on late payments;                               tractors, habitually imposing disproportionate
                                                                       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;
(16)ÙWhereas for the purposes of the implementation of          Unchanged
      this Directive, the Commission should be assisted
      by a committee of an advisory nature,
                                                                (17)ÙWhereas it could be necessary, when this Directive
                                                                       is reviewed, to take into consideration the possi-
                                                                       bility of addressing the consequences of long
                                                                       contractual payment periods;
                                                                (18)ÙWhereas the term ‘contracting authorities’ should
                                                                       correspond to the definition laid down in Directive
                                                                       92/50/EECØ(Î) and Directive 93/37/EECØ(Ï) and
                                                                       should include, for the purposes of the present
                                                                       Directive, the ‘contracting entities’ as defined in
                                                                       Directive 93/38/EECØ(Ð).
HAVE ADOPTED THIS DIRECTIVE:
                        CHAPTER I
                          Article 1                                                        Article 1
                            Scope                                                           Scope
The provisions of this Directive shall apply to all             Unchanged
payments made in commercial transactions.
                          Article 2                                                        Article 2
                         Definitions                                                      Definitions
For the purposes of this Directive:                             For the purposes of this Directive:
1.Ù‘commercial transactions’ means transactions between         1.Ù‘commercial transactions’ means transactions between
   two or more natural or legal persons carrying on a               undertakings which lead to delivery of goods or
   trade or profession acting in the course of their                provision of services for remuneration; an under-
   business, or between such persons and public auth-               taking is any organisation set up on a permanent basis
   orities, which lead to delivery of goods or provision            with an independent economic activity, even where it
   of services for remuneration;                                    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;
                                                                (Î)ÙOJ L 209, 24.7.1992, p. 1.
                                                                (Ï)ÙOJ L 199, 9.8.1993, p. 54.
                                                                (Ð)ÙOJ L 199, 9.8.1993, p. 84.
 ---pagebreak--- C 374/8               EN                Official Journal of the European Communities                                    3.12.98
                      ORIGINAL PROPOSAL                                               AMENDED PROPOSAL
2.Ù‘late payment’ means failure to observe the centractual        Unchanged
   or statutory terms of payment;
3.Ù‘retention of title’ means retention by the seller of title    3.Ù‘retention of title’ means the agreement, irrespective
   to the goods in question until the buyer has paid the              of any formal requirements, that the seller remains the
   price in full;                                                     owner of the goods in question until the price has
                                                                      been paid in full;
4.Ù‘public authorities’ means the State, regional or local        4.Ù‘contracting authorities’ corresponds to the definition
   authorities, bodies governed by public law, or                     laid down in Directive 92/50/EECØ(Î) and Directive
   associations formed by one or more of such auth-                   93/37/EECØ(Ï) and includes the ‘contracting entities’
   orities or bodies governed by public law. A body is                as defined in Directive 93/38/EECØ(Ð).
   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 legal personality, and 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-
   visory board more than half of whose members are
   appointed by the State, regional or local authorities,
   or other bodies governed by public law;
5.Ù‘public procurement contracts’ means contracts for             5.Ù‘public procurement contracts’ means contracts for
   pecuniary interest concluded in writing between a                  pecuniary interest concluded in writing between a
   natural or legal person and public authorities.                    contracting authority within the meaning of
                                                                      paragraph 4 and an undertaking which is not a
                                                                      contracting authority.
                         CHAPTER II                                                       CHAPTER II
                           Article 3                                                         Article 3
Due date, interest and compensation for the damage                Default date, interest and compensation for the damage
                           incurred                                                          incurred
1.ÚÙMember States shall ensure that:                              1.ÚÙMember 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
                                                                  provided and the underlying legal conditions being
                                                                  correctly fulfilled, the following is ensured:
(a)Ùthe due date for the payment of debts shall not be            (a)Ùthe default date for the payment of debts shall not be
     more than 21 calendar days from the date of the                   more than 21 calendar days from the date of receipt
     invoice, unless otherwise specified in the contract or            of the invoice, unless otherwise specified in the
     in the seller’s general conditions of sale;                       contract or in the sellers’s general conditions of sale;
                                                                  (Î)ÙOJ L 209, 24.7.1992, p. 1.
                                                                  (Ï)ÙOJ L 199, 9.8.1993, p. 54.
                                                                  (Ð)ÙOJ L 199, 9.8.1993, p. 84.
 ---pagebreak--- 3.12.98              EN                Official Journal of the European Communities                                C 374/9
                    ORIGINAL PROPOSAL                                                AMENDED PROPOSAL
                                                                 (b)Ùthe 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    (c) in the absence of an invoice or if the date of its
    invoice cannot be determined with certainty or if     the        receipt cannot be determined with certainty or if the
    date of the invoice is earlier than the date           of        date of receipt is earlier than the date of supply of
    delivery, the due date shall be calculated from       the        the goods or services concerned, the default date
    date of delivery of the goods or services;                       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        (f) the creditor shall be entitled to claim interest from
    the debtor on any outstanding amount when the due                the debtor on any outstanding amount when the
    date as determined under points (a) and (b) has been             default date as determined under points (a) to (e)
    exceeded without the creditor having received the                above has been exceeded without the creditor having
    amount due;                                                      received the amount due;
(d) interest shall accrue automatically from the day after       (g) interest shall accrue automatically from the day after
    the due date without the necessity of a reminder;                the default date without the necessity of a reminder;
(e) the level of interest for late payment (the ‘statutory       New numbering: (e) becomes (h), otherwise unchanged.
    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        New numbering: (f) becomes (i) and the reference to
    change automatically in accordance with changes to           point (e) becomes (h), otherwise unchanged.
    the reference rate mentioned in point (e);
(g) in addition to the right to interest, the creditor shall     New numbering: (g) becomes (j), otherwise unchanged.
    be entitled to claim full compensation from the
    debtor for the damage incurred.
 ---pagebreak--- C 374/10              EN                Official Journal of the European Communities                                   3.12.98
                     ORIGINAL PROPOSAL                                                AMENDED PROPOSAL
2.ÚÙThe margin referred to in paragraph 1(e) may be               2.ÚÙNew numbering: the reference to point 1(e)
modified by the Commission in accordance with the                 becomes 1(h), otherwise unchanged.
procedure referred to in Article 9 if it becomes apparent
that the statutory rate is no longer sufficiently high to
discourage the buyer from paying late and 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.
                                                                  3.ÚÙThree 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                                                         Article 4
                       Retention of title                                               Retention of title
1.ÚÙMember States shall ensure that the seller retains            1.ÚÙMember States shall ensure that the seller retains
title if he notifies the buyer of his intention of doing so       title if a retention of title clause has been agreed. Apart
in writing no later than the date of delivery of the goods.       from an individual contract, such an agreement shall be
                                                                  considered valid if the retention of title clause is
                                                                  contained in the seller’s standard contract, on 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.
                                                                  2.ÚÙMember States shall recognise the validity of the
                                                                  clauses contained in the Annex or of clauses having
                                                                  equivalent effect.
Once the due date has passed without the buyer having             3.ÚÙOnce the default date has passed without the buyer
paid, the seller may claim that the goods in question be          having paid, the seller may claim that the goods in
returned to him. As soon as the buyer takes possession of         question be returned to him. Member States shall provide
the goods, he becomes responsible for any damage to or            for the retention of title to be enforceable against third
loss of the goods. A valid notification may be made in            parties, even in the case of bankruptcy of the debtor or
the seller’s standard contract, on the invoice, or in an          in the case of any other procedure recognised as being
individual contract.                                              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         New numbering: this paragraph becomes 4(2), otherwise
contained in the Annex or of clauses having equivalent            unchanged.
effect.
 ---pagebreak--- 3.12.98              EN               Official Journal of the European Communities                               C 374/11
                    ORIGINAL PROPOSAL                                              AMENDED PROPOSAL
2.ÙÚParagraph 1 shall apply only to debts payable in a          Deleted
single instalment.
3.ÚÙMember States shall define the effect of the                4.ÚÙMember States may adopt provisions for the
retention of title clause as regards those aspects not          protection of third parties acting in good faith, and as
covered by this Directive and in particular as regards the      regards down payments already made by the debtor.
effect on third parties acting in good faith.                   They may also adopt provisions concerning goods which
                                                                are incorporated in other movable or immovable
                                                                property.
                          Article 5                                                      Article 5
  Accelerated recovery procedures for undisputed debts            Accelerated recovery procedures for undisputed debts
1.ÙÚMember States shall ensure that there is an ac-             Unchanged
celerated debt recovery procedure for undisputed debts.
2.ÚÙThis procedure shall apply irrespective of the
amount of the debt.
3.ÚÙThis procedure shall be available to creditors from
all Member States, irrespective of their place of
residence.
4.ÙÚThe creditor shall be able to choose whether or not
he wishes to be represented by a third person.
5.ÚÙThe 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)Ùthe 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           Member States shall ensure that simplified procedures
are available for debts up to a threshold, which shall not      are available for debts up to a ceiling, which shall not be
be less than ECU 20Ø000. These procedures shall provide         less than ECU 20Ø000. These procedures shall provide
for simple, low-cost methods for taking legal action for        for simple, low-cost methods for taking legal action for
the settlement of debts.                                        the settlement of debts.
 ---pagebreak--- C 374/12            EN                  Official Journal of the European Communities                                   3.12.98
                    ORIGINAL PROPOSAL                                                 AMENDED PROPOSAL
This sum can if necessary be modified by the                      Unchanged
Commission to reflect changing economic conditions in
accordance with the procedure referred to in Article 9.
These procedures shall be available to creditors from all
Member States irrespective of their place of residence.
                        CHAPTER III                                                       CHAPTER III
                          Article 7                                                         Article 7
      Transparency in public procurement contracts                      Transparency in public procurement contracts
Member States shall ensure that public procurement                Member States shall ensure that public procurement
contracts contain precise details of the payment periods          contracts contain precise details of the default dates and
and deadlines applied by the public authorities. In               deadlines applied by the contracting authorities, even if
particular, time limits shall be fixed for the completion of      these default dates and deadlines are determined in
pre-payment administrative formalities, such as public            general contract conditions laid down by law. In
works reception procedures.                                       particular, time limits shall be fixed for the completion of
                                                                  pre-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.
                          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.Ùthe due date for the payment of contractual debts by           1.Ùthe default date for the payment of contractual debts
   the public authorities as determined under Article                by the contracting authorities as determined under
   3(1)(a) and (b) does not exceed 60 calendar days; the             Article 3(1)(a) to (c) shall not be more than 45
   contract shall in no circumstances override that                  calendar days except where the value of the contract
   maximum payment period;                                           exceeds ECU 100Ø000 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;
 ---pagebreak--- 3.12.98              EN               Official Journal of the European Communities                              C 374/13
                     ORIGINAL PROPOSAL                                             AMENDED PROPOSAL
2.Ùa creditor shall be entitled to interest from the public     2.Ùa creditor shall be entitled to interest from the
    authority on any outstanding amount when the due               contracting authority on any outstanding amount
    date has been exceeded; the interest shall be                  when the default date has been exceeded; the interest
    calculated as set out in Article 3(1)(d) and (e), and          shall be calculated as set out in Article 3(1)(g) and
    shall be paid automatically by the public authority            (h), and shall be paid automatically by the contracting
    without the necessity of a claim;                              authority without the necessity of a claim;
3.Ùthe public authority is not permitted to request or          3.Ùthe contracting authority is not permitted to request
    require that the creditor waives any of the rights             or require that the creditor waives any of the rights
    referred to in this Article.                                   referred to in this Article, nor may the main
                                                                   contractor request or require that his suppliers or
                                                                   subcontractors waive those rights.
                        CHAPTER IV                                                    CHAPTER IV
                           Article 9                                                     Article 9
                         Committee                                                      Committee
For the purposes of reviewing the functioning of this           Unchanged
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.
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 the minutes; in
addition, each Member State shall have the right to ask
to have its position recorded in the minutes.
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                                                     Article 10
                        Transposition                                                 Transposition
1.ÙÚMember States shall bring into force the laws,              Unchanged
regulations and administrative provisions necessary to
comply with this Directive by 31 December 2000 at the
latest. They shall forthwith inform the Commission
thereof.
 ---pagebreak--- C 374/14              EN                  Official Journal of the European Communities                                      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-
panied by such reference at the time of their official
publication. The procedure for such reference shall be
adopted by Member States.
2.ÚÙMember States may maintain or bring into force                  2.ÚÙMember States may maintain or bring into force
provisions which are stricter than the provisions                   provisions which are more favourable to the creditor
necessary to comply with this Directive.                            than the provisions necessary to comply with this
                                                                    Directive.
3.ÙÚMember States shall communicate to the                          Unchanged
Commission the text of the main laws, regulations or
administrative provisions which they adopt in the field
covered by this Directive.
                           Article 11                                                           Article 11
                       Entry into force                                                     Entry into force
This Directive shall enter into force on the twentieth day          Unchanged
following that of its publication in the Official Journal of
the European Communities.
                           Article 12                                                           Article 12
                          Addressees                                                           Addressees
This Directive is addressed to the Member States.                   Unchanged
                            ANNEX                                                                ANNEX
List of clauses to be recognised by Member States for the           List of clauses to be recognised by Member States for the
                      purposes of Article 4                                                purposes of Article 4
ES:Ú«El vendedor conservar` la propiedad de los bienes hasta        ES:Ú«El vendedor conservar` la propiedad de los bienes hasta
      el pago.»                                                           el pago final.»
DA: »Varen forbliver sælgerens ejendom, indtil den er betalt.«      DA: »Varen forbliver sælgerens ejendom, indtil den er fuld-
                                                                          stændig betalt.«
DE: ,,Die Ware verbleibt bis zur Bezahlung im Eigentum des          DE: ,,Die Ware bleibt bis zur vollständigen Bezahlung im
      Verkäufers.‘‘                                                       Eigentum des Verkäufers.‘‘
EL: «O pvlhtþw parakrateò thn kyriöthta tvn agaq×n m~xri na         EL: «O pvlhtþw parakrateò thn kyriöthta tvn agaq×n m~xri
      ejoflhqeò to tòmhmá toyw.»                                          thn plþrh ejöflhsh toy timþmatow.»
EN: ‘The goods remain the property of the seller until pay-         EN: ‘The goods remain the property of the seller until fully
      ment.’                                                              paid.’
FR: «Les marchandises restent la propri~t~ du vendeur               FR: «Les marchandises restent la propri~t~ du vendeur
      jusqu’au paiement.»                                                 jusqu’au paiement complet.»
IT:   «Le merci restano di propriet{ del venditore fino al paga-    IT:   «Le merci restano di propriet{ del venditore fino al pieno
      mento.»                                                             pagamento.»
NL: ,,De waren blijven tot de betaling eigendom van de ver-         NL: ,,De waren blijven tot de volledige betaling eigendom van
      koper.’’                                                            de verkoper.’’
PT: «O vendedor conservar` a propriedade dos bens at~ ao            PT: «O vendedor conservar` a propriedade dos bens at~ ao
      momento do pagamento.»                                              momento do pagamento final.»
FI:   ’’Tavara on myyjän omaisuutta, kunnes kauppahinta on          FI:   ’’Tavara on myyjän omaisuutta, kunnes kauppahinta on
      maksettu.’’                                                         kokonaisuudessaan maksettu.’’
SV: ’’Varorna förblir säljarens egendom tills de betalats.’’        SV: ’’Varorna förblir säljarens egendom tills de betalats helt
                                                                          och hållet.’’