Overview
On 25 June 2026, the Commission for Protection of Competition of the Republic of Serbia (the “Commission”) adopted the Instruction on Unfair Trading Practices (the “Unfair Trading Practices Instruction”), which entered into force on 4 July 2026. On 10 July 2026, the Commission also adopted the Instruction on the Detailed Regulation of Significant Bargaining Power (the “Bargaining Power Instruction”, and together with the Unfair Trading Practices Instruction, the “Instructions”), which entered into force on 18 July 2026.
The Instructions provide further detail on the implementation of the recently adopted Trading Practices Law for Certain Types of Products (the “Law”), which introduced a comprehensive framework prohibiting unfair trading practices in supply chains for agricultural products, food, agricultural inputs and certain essential consumer goods.
Together, the Instructions provide the first detailed guidance on the practical application of the Law and clarify how the Commission intends to interpret and enforce the Law.
Unfair Trading Practices Instruction
The Unfair Trading Practices Instruction provides detailed insight into how the Commission will assess whether undertakings’ conduct falls within the so-called “black list” of always prohibited practices under Article 6 of the Law, and the “grey list” of conditionally prohibited practices under Article 7 of the Law. The Unfair Trading Practices Instruction also provides detailed guidance on the absolute prohibition of commercial retaliation.
In particular, the Unfair Trading Practices Instruction further clarifies the scope of black-list practices by elaborating on the scope of the absolute prohibitions, including payment deadlines, unilateral amendments to contractual terms, late cancellation of perishable orders, unjustified supplier charges, misuse of trade secrets, and other prohibited practices under the Law.
It also explains when certain grey-list practices may exceptionally be permitted and the criteria the Commission will apply when assessing individual cases. Among other things, the Unfair Trading Practices Instruction specifies the conditions for charging suppliers various fees, the return of unsold products, reductions in order volumes, termination of commercial relationships, non-cash payments, retroactive charges, and the allocation of regulatory fines and other business costs.
A separate section of the Unfair Trading Practices Instruction is dedicated to the prohibition of commercial retaliation, clarifying that any act of commercial retaliation, or threat of retaliation, against a supplier for exercising its contractual or statutory rights constitutes an unfair trading practice. It further provides practical examples of retaliatory conduct and sets out the key factors the Commission will consider when determining whether commercial retaliation has occurred.
Bargaining Power Instruction
The Bargaining Power Instruction elaborates on one of the key elements of the statutory concept of an unfair trading practice, one of the key concepts under the Law – the existence of significant bargaining power. It clarifies both the turnover-based presumptions of significant bargaining power and the circumstances in which such bargaining power may exist even where those presumptions are not met.
For the purposes of the five turnover-based presumptions established under the Law, the Bargaining Power Instruction further clarifies the calculation of annual turnover. In addition to the turnover-based presumptions, the Law also recognises that significant bargaining power may exist where the supplier is able to demonstrate that the buyer holds significant bargaining power. To that end, the Bargaining Power Instruction identifies a number of indicators that may be taken into account by the Commission, such as geographic and time-related constraints in the supply chain, technological and commercial constraints, the practical inability to establish an alternative business relationship with another buyer in the short term, and unjustified delays in negotiations.
The Commission may also consider other relevant circumstances, including the parties’ negotiation history, the existence and balance of a written contract, and their conduct in resolving disputes.
Looking ahead, the adoption of these Instructions represents the first step in the implementation of the new regime. However, further implementing guidance is expected, as the Law also requires the Commission to adopt instructions regulating the form and content of initiatives for initiating proceedings, as well as the treatment and protection of confidential information in proceedings before the Commission.
Practical Implications and Next Steps
The Instructions provide businesses with a practical framework for assessing compliance with the new regime. In particular, companies should focus on the following areas:
- Payment terms: verify that payment deadlines and internal invoicing procedures comply with the statutory 30-day deadline for perishable agricultural and food products and the 60-day deadline for other agricultural and food products.
- Commercial arrangements: assess existing contractual provisions governing order volumes, order cancellations, termination rights and non-cash payment mechanisms to ensure they comply with the conditions set out in the Unfair Trading Practices Instruction.
- Contract management: ensure that amendments to key commercial terms are properly documented and based on mutual agreement rather than unilateral implementation.
- Internal compliance processes: review internal policies and account management practices to minimise the risk of conduct that could be regarded as commercial retaliation.
- Bargaining power assessment: review annual turnover figures, group and buying-alliance structures, and commercial relationships against the turnover thresholds under the Law and the indicators set out in the Bargaining Power Instruction.
Businesses operating in Serbia’s agricultural, food and consumer goods supply chains should use the Instructions as a practical roadmap for assessing and strengthening compliance with the new regime. Companies may wish to review their template agreements, commercial policies and internal approval procedures to ensure alignment with both the Law and the Instructions.
FAQ
What are the new Instructions adopted by the Serbian Commission for Protection of Competition?
The Commission adopted two Instructions that clarify the implementation and enforcement of Serbia’s Trading Practices Law.
What types of conduct are considered unfair trading practices?
Examples include late payments, unilateral changes to contracts, unjustified supplier charges, and commercial retaliation.
Can significant bargaining power exist even if turnover thresholds are not met?
Yes. The Commission may consider additional factors, such as supplier dependence and the lack of alternative buyers.
What should businesses do to comply with the new regime?
Businesses should review their payment terms, contracts, and internal compliance procedures to ensure alignment with the Law and the Instructions.
Are additional implementing rules expected?
Yes. The Commission is expected to adopt further guidance on procedural matters and the protection of confidential information.
The information in this document does not constitute legal advice on any particular matter and is provided for general informational purposes only.
