The contract must describe the actual transaction
A commercial contract between an Italian and a Bulgarian business must clearly set out performance obligations, price, timing and responsibilities. Having an office or a bank account in the other country does not, by itself, establish which law governs the relationship or which court may decide a dispute. These choices should be assessed before signing, while terms consistent with the transaction can still be negotiated.
The first check concerns the counterparty: its exact name, registration number, registered office, representative bodies and the signatory’s authority. Bulgaria’s business register provides company information and filed documents. These details must be compared with the contract and any mandates or powers of attorney; the trading name used in correspondence may not be the entity assuming the obligations.
Choosing the applicable law
The Rome I Regulation, No 593/2008, determines the law applicable to contractual obligations within its scope. Article 3 allows the parties to make a choice expressly or one clearly demonstrated by the contract and the circumstances. Specific rules apply in the absence of a choice: Italian law cannot be presumed to apply solely because the customer or the payment comes from Italy.
The clause must be coordinated with the type of relationship and the relevant mandatory provisions. Sales, services, distribution and other contracts may require different checks. It is also useful to clarify the treatment of schedules, subsequent orders and standard terms. Relationships with consumers, employees or other protected parties require a separate analysis: a template prepared for two businesses cannot be transferred automatically.
Choosing the court is a separate decision
The law governing a contract and the court called upon to decide a dispute are separate matters. The Brussels I bis Regulation, No 1215/2012, sets out European jurisdiction rules and, in Article 25, governs agreements conferring jurisdiction on the courts of a Member State. The form, validity and relationship with exclusive jurisdiction or protective rules must be checked.
A general clause appearing only on a later invoice may not resolve whether the parties reached an agreement. It is preferable to identify the chosen court in the text actually accepted and ensure that other documents do not provide incompatible arrangements. The choice must also consider the language of proceedings, availability of evidence, place of performance and future enforcement. Arbitration requires a separate assessment, including its cost.
Orders, schedules and language versions
In ongoing relationships, the contract is not always a single document: offers, orders, confirmations and purchasing terms may contain different rules. A clear hierarchy should be established between the main agreement, technical schedules and individual orders, specifying how changes and additional performance are approved. Operational documentation must make it possible to establish what was requested, accepted and delivered.
A bilingual text facilitates cooperation provided that its versions correspond. Terms such as warranty, penalty, termination and acceptance can cause misunderstandings if translated without checking the clause’s function. The contract may specify which version prevails in the event of a discrepancy, but that provision does not replace drafting that both parties can understand.
Payments, disputes and continuity of the relationship
Price, due dates and invoicing conditions must be linked to verifiable performance. For supplies spread over time, it is useful to distinguish advance, interim and final payments, identifying the documents that make each payment due. Bulgaria’s adoption of the euro does not remove the need to reconstruct historical amounts, payments and original contractual terms.
The contract should also regulate how defects or delays are reported, who receives notices and which activities must continue during a dispute. Any liability limits, warranties, suspension of performance and remedies for breach must be checked under the applicable law. Overly broad standard wording can create litigation rather than reduce it.
Preparing for a useful review
Before a review, it is useful to collect the draft, both parties’ standard terms, technical schedules, an example of an order and invoice, and correspondence about outstanding issues. The markets involved, frequency of transactions, financial value and assets or resources against which a claim could realistically be satisfied should be clarified.
A legal review can then identify discrepancies between commercial intentions and the text, proposing proportionate clauses. The aim is to make the relationship documentable and manageable even when difficulties arise, preserving the possibility of a negotiated solution and, where necessary, providing consistent protection under both legal systems.