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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Slovenia
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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?

Under Slovenian law, the principle of freedom of contract governs contractual relationships, particularly in B2B agreements, granting parties the ability to mutually agree on the terms of their agreement, including price adjustments.  

In the absence of an explicit price adjustment clause in a B2B agreement, the general principle of pacta sunt servanda prevails, requiring contracts to be honoured and fulfilled in good faith. Suppliers do not possess an automatic right to unilaterally increase prices under Slovenian law, except in construction contracts, for which an exception is provided by law. 

However, there are certain circumstances in which price adjustments may be permitted. For example, if there are unforeseen circumstances or significant changes in the market that render the original price terms impracticable or unfair, it may be possible to argue for a price adjustment based on the principle of good faith and fairness. 

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?

Extreme price increases may constitute a material change in circumstances that allows agreements to be terminated or modified.  

If, after an agreement has been entered into, circumstances arise which (i) make it more difficult for a party to perform its obligations or (ii) make it impossible to achieve the purpose of the agreement, and in either case the circumstances are such that the agreement clearly no longer corresponds to the expectations of the parties, the party to whom performance of the agreement as it stands would be considered unfair may apply to the court for the agreement to be terminated. This would be on the basis that it would be considered unfair to continue the agreement, the party’s performance of its obligations is made more difficult or, as the case may be, the party is prevented from achieving the purpose of the agreement. The agreement will not be terminated if the other party offers or agrees to an equitable modification of the relevant contractual terms. 

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?

Explicit price adjustment clauses are permitted and may be agreed in any form acceptable to the parties, in accordance with the principles of freedom of contract and good faith and fairness. 

Price adjustment clauses are only prescribed by law for construction contracts, where they cannot be excluded in certain cases and are linked to increases in the cost of construction materials. In other B2B contracts, the parties usually only agree on a revaluation clause, e.g. linked to a specific consumer price index. 

To the extent that a price adjustment clause is not contrary to the principle of good faith and fairness, it is fully valid and enforceable. For the clause to be directly enforceable (without the need for judicial review), the agreement must be concluded in the form of a directly enforceable notarial deed. 

Regarding the fairness of a price adjustment clause, there is currently no established court practice that provides a definitive indication of when such a clause is deemed unfair. As a result, the assessment of fairness needs to be conducted on a case-by-case basis, taking into account the specific characteristics of the agreement in question. 

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

Construction and public procurement agreements are subject to specific regulation, which may affect formulation of a price adjustment clause.

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

While price adjustment clauses in B2C agreements are not outright prohibited, they are subject to rules on unfair contract terms and unfair commercial practices, in line with consumer protection legislation.