1.  In respect of existing business-to-business (B2B) agreements that do not contain an explicit price adjustment clause:
    1. a. Is the supplier permitted to unilaterally increase prices (or does it have other rights regarding price increases)? If so, to what extent?
    2. b. Do (extreme) price increases give the customer the right to terminate the agreement? If so, are there any specific rules or regulations to comply with?
  2.  In respect of future B2B agreements:
    1. a. Is it permissible to include an explicit price adjustment clause in the agreement? If so, what price adjustment clauses typically exist in your jurisdiction?
    2. b. What legal issues need to be considered (if any) to ensure that the price adjustment clause is enforceable? Is there any key legislation or case law that parties should be aware of regarding enforceability of price adjustment clauses in your jurisdiction?
    3. c. Are there any other issues that parties should consider when formulating a price adjustment clause (e.g. any sector-specific regulation)?
  3.  Do any additional considerations or rules apply to the inclusion of price adjustment clauses in business-to-consumer (B2C) agreements?

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1. In respect of existing business-to-business (B2B) agreements that do not contain an explicit price adjustment clause:

a. Is the supplier permitted to unilaterally increase prices (or does it have other rights regarding price increases)? If so, to what extent?

Generally, in the absence of an explicit price adjustment clause the supplier cannot unilaterally increase prices. However, in the context of a procurement contract, the contractor is entitled to claim for price adjustment in the event of an increase in the cost of materials or labour (including energy and transport costs according to current interpretation of the rule) if:  

  1. the increase is the consequence of unforeseeable circumstances; and  
  2. the increase exceeds 10% of the original price of the contract. 

The adjustment shall be granted only for that part of the increase in excess of 10% of the overall price.

b. Do (extreme) price increases give the customer the right to terminate the agreement? If so, are there any specific rules or regulations to comply with?

According to section 1467 of the Civil Code, a party whose performance has become excessively burdensome due to extraordinary circumstances that were unforeseeable at the time of the conclusion of the contract (similar to hardship doctrine) is entitled to terminate the contract if the other party does not agree to a price increase/reduction. 

No specific threshold is envisaged for the applicability of this rule, the court will assess the supervening extraordinary circumstance (such as an extreme increase of the price), its impact on the party’s performance and the fairness of the other party’s proposal to restore the balance. 

2. In respect of future B2B agreements:

a. Is it permissible to include an explicit price adjustment clause in the agreement? If so, what price adjustment clauses typically exist in your jurisdiction?

Yes, it is possible to include a price adjustment clause in a B2B agreement. Price increase or decrease clauses are usually related to an increase/decrease in the public index of prices for primary goods or to the costs of raw materials

If a price adjustment clause is included in a B2B agreement the text of which is unilaterally prepared by one party (like GTCs), it is advisable that such clause be specifically approved in writing by the other party as its content could be regarded as vexatious by a court (according to relevant case law). In any case, regardless of the form in which the contract is concluded, it is always advisable to make it explicit in the contract that the clause is the result of specific negotiation between the parties to prevent the risk of a dispute in relation to its enforceability.  

In addition to the above, the principle of good faith in the formation and performance of the contract must be taken into account, so that an excessively high threshold for the right to price adjustment in favour of the contractor should never be set because it would be considered contrary to good faith and therefore unenforceable.

c. Are there any other issues that parties should consider when formulating a price adjustment clause (e.g. any sector-specific regulation)?

As mentioned above, in procurement contracts, the right to price adjustment arises from increase or decrease in the cost of materials or labour exceeding 10% of the originally agreed price. Below this threshold, neither party is entitled to claim for price adjustment.

3. Do any additional considerations or rules apply to the inclusion of price adjustment clauses in business-to-consumer (B2C) agreements?

Clauses allowing the professional to increase the price of goods/services without giving the consumer the right to withdraw from the contract is considered as vexatious if the increase results in a final price which is excessively high compared to the original price.  

That said, if this clause has been individually negotiated with the consumer, it cannot be regarded as vexatious. 

According to Italian law, vexatious clauses are null and void without affecting the rest of the contract.