Law on Amendment and Supplement of the Commercial Act (“CA”) implements the requirements of Directive 2011/7/EU of the European Parliament and of the Council constituted on 16 February 2011 on the delayed payments under commercial transactions (OJ, L 48/1 on February 23, 2011), as well as some other changes on bankruptcy procedure.
The amendments enter into force as from the date of promulgation and cover the following areas:
1. The system of performing non-monetary contributions to the capital companies is refined – Article 73 of the CA is amended
2. New art. 303a, which establishes new rules on time limits for the implementation of pecuniary obligations
“Art. 303a. (1) The parties to a commercial transaction may stipulate definite term for pecuniary obligation no longer than 60 days. By exception a longer term can be negotiated, when this is required by the nature of the goods or services or other important reasons and in case it is not obviously detrimental to creditor’s interest or threatens public morality.
(2) Where the debtor is a public contracting authority (any person under Art. 7 of the Public Procurement Act), the parties may agree time limit for pecuniary obligation no longer than 30 days. By exception a longer term can be negotiated, when this is required by the nature of the goods or services or other important reasons and in case it is not obviously detrimental to creditor’s interest or threatens public morality.
(3) Unless other payment periods are contracted the pecuniary obligation must be fulfilled within 14 days as from receipt of the invoice or invitation for voluntary execution. When the date of receipt of the invoice or invitation for voluntary execution cannot be established or the invoice or the invitation are received prior to receipt of goods or services, the term starts as from the day following the day of receipt of goods or services, although the invoice or the invitation precedes them.
(4) Where contract or Act provides inspection or acceptance of the goods or services, the term under para. 3 starts as from the acceptance or completion of the inspection if the invoice or invitation for voluntary compliance is received before that. The term for inspection or approval is 14 days from receipt of goods or services. By exception can be negotiated a longer period for inspection or approval, when this is required by the nature of the product or service or other important reason.
(5) The provisions of paragraphs. 1 to 4 do not apply to:
1. obligations related to the bill of exchange;
2. obligations in open bankruptcy procedure;
3. compensation for damage as well as insurance payments.
(6) The regulations under this article shall also apply to transactions that craftsmen or people performing services using personal labor or freelancers are a party.”
These regulations apply to all commercial transactions, including commercial sale of goods, in this respect. a new paragraph 3 of Article 327 CA is created.
3. A new art. 309a CA on failure to execute pecuniary obligations
“Art. 309a. (1) Where the creditor has fulfilled its obligations and the debtor is in delay of payment, unless otherwise is agreed, the creditor is entitled for a compensation at the amount of the statutory interest calculated as from the date of delay as well as compensation for recovery expenses in amount of not less than BGN 80, without need of invitation service. The creditor may seek compensation for actual damages and expenses incurred to collect a higher amount according to the general rules of law.
(2) If deferred payment is agreed compensation under par. 1 are due respectively for the delayed payments.(3) Limitation of the liability under par. 1 and 2 can be agreed only if it is not obviously detrimental to the creditor’s interest or threatens morality. If the debtor is a public contracting authority the limitation of the liability is invalid.”
4. The period for inspection of the goods is limited and in art. 324 CA the words “over time, as circumstances request” are deleted
All the the changes above apply ex nunc and do not apply for contracts concluded to March 15, 2013. The same applies to the amendments in Medical – Treatment Facilities Act under section 6 shown below.
5. A number of provisions concerning insolvency, over-indebtedness, and voidability of commercial transactions in the bankruptcy procedure are amended as well as the actions to repeal in the bankruptcy procedure. The provisions shall come into force and shall be applied differently depending on their type.
6. Amendments in the Medical – Treatment Facilities Act
“Art. 3 is amended as follows:
1. A new paragraph. 5:
“(5) The medical treatment facilities under art. 5 para. 1 and state hospitals – trade companies handle payments for transactions under par. 4 within 60 days of an invoice receipt or other demand for payment.”
2. The previous paragraph. 5 is now paragraph. 6.”
The article above is intended for information purposes only by drawing your attention to the newest practice of the European Court. It should not be construed as (binding) legal advice. For a thorough understanding of the subjects covered and prior acting on any issue discussed we kindly recommend Readers consult Ilieva, Voutcheva & Co. Law Firm attorneys at law.