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?

If the agreement does not contain an explicit price adjustment clause, the general rule is that the supplier cannot unilaterally change the price regulation already agreed upon. However, there are exceptions to this rule, where the supplier in certain circumstances may demand changes in the contractual obligations, e.g., the price regulation in the agreement. This is often referred to as rules on contract revision.   

An example of such exception concerns significant changes to the assumptions and premises upon which the terms and conditions of the agreement are based. Such changes may entitle the supplier to a price increase.  

In addition, the supplier may be entitled to price increases if the terms of the agreement are deemed unreasonable. However, there is a very high threshold for considering contractual obligations between professional parties to be unreasonable and allowing changes to the contract, i.e., price adjustments, on such basis.  

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?

The purpose of the rules on contract revision is primarily to restore an imbalance in the contractual relationship and to ensure a reasonable allocation of risk. Hence, the rules on contract revision do not entitle the supplier to price increases which would make the agreement unbalanced or make the terms unreasonable for the customer, which could possibly give the customer a right to termination. 

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?

The parties are free to include price adjustment clauses in the agreement. Typical price adjustment clauses are:  

  • Adjustments due to regulatory changes or administrative decisions affecting the consideration or costs of the supplier.  
  • Adjustments in accordance with (sector-specific) price indexes.  
  • Agreements allowing the customer to request changes to the products/services of the supplier, often/always includes a corresponding price adjustment clause.  

In addition, many commercial contracts include force majeure clauses, suspending the obligations of the party affected by an extraordinary situation. This might incentivize the parties to re-negotiate the price conditions in the agreement. 

Firstly, the terms of price adjustment clauses must be clear. If the clause uses vague language or stipulates unclear criteria for when and how price adjustments can be made, there is a risk the clause might be interpreted and enforced in a different way than intended.   

Secondly, a price adjustment clause should not make the contractual relationship significantly imbalanced. According to section 36 of the Norwegian Contracts Act, an agreement can be wholly or partially set aside or amended if it would be unreasonable to invoke it. However, case law shows that there is a high threshold for considering contractual provisions between professional parties to be unreasonable.

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

Please be aware the public procurement regulations demand that price adjustments clauses fulfil the clarity criteria to be in compliance with the public procurement regulations.  

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

Price adjustment clauses in B2C agreements must be clear and available for the consumer. If the meaning of the terms in a consumer contract is unclear, the contract will be interpreted in favour of the consumer.  

Further, the threshold for unfairness is lower in consumer contracts, increasing the risk of the clause being amended or set aside if it leads to a significant imbalance between the parties. Further, the Consumer Authority can prohibit specific terms in consumer contracts which have not been individually negotiated if they are deemed unfair. Such a prohibition will only apply for future use of the terms in question.