Payment of Suppliers: 60 days, not one day more

How this regulation has evolved

Legislation changes as time passes. Initially, this matter was regulated by Law 3/2004, of December 29. Later, it underwent two modifications: Law 15/2010, of July 5, and Law 11/2013, of July 26.

The initial regulation of 2004 establishes the freedom to determine the term of payment to the involved parties. However, in the absence of agreement, it also establishes an upper limit of 30 days.

In 2010, the payment term was extended to 60 calendar days, counting starts from the date of receiving the goods. It also established that the parties could not increase the term.

The regulation also establishes, the raison d’etre of this precept, which is avoiding possible abusive practices of large companies on small suppliers.

In 2013, the payment term was modified again. The new version establishes that, if nothing else is provided in the contract, the debtor has 30 calendar days to comply with their obligation to payment. Again, this will start counting from the date of receiving the goods or the provision of services. In addition, the suppliers must deliver the invoices within 15 calendar days once the delivery of goods or services has taken place. The parties may increase either of these two terms of dates, but under no circumstances it could exceed 60 calendar days.

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Nullity of terms exceeding 60 days

Judgment 2883/2014, issued by the Supreme Court on November 23, 2016, establishes the scope of the limitation to determine the deadline of payments. The new regulation takes into account the previous one from 2013. The Court established in the new regulation that the term must be interpreted according to the following criteria:

• Contracts that establish terms greater than 60 days must be declared null for the contradiction to what the mandatory rule had established. The law is written in Article 6.3 of the Civil Code.
• Assumptions involving acceptance or verification procedures may be extended, exceptionally, up to 90 days. This term begins to count from the delivery of the goods or the materialization of the rendered services.
• The Anti-abuse Control functions only within the legal limit of 60 days. Any excess, as previously explained, would assume nullity.

Principle of Estoppel

What happens if one of the parties does not challenge one of the clauses and the contract has begun taking effects?

The Civil Court establishes in the aforementioned judgment that this acceptance does not constitute, in any way, an act of its own that prevents its claim.

The legal basis is found in article 9 of Law 15/2010, of July 5, which states, the Anti-abuse Control helps the weaker party in a contract, which is usually the subcontractor. In practice, these types of clauses are more frequent than they should be. Even Supreme Court admits that, if small employers do not accept these abusive terms, it would be impossible for them to close the deal and the contract.

Interests Rate for Delaying

Article 7 of Law 3/2004, of December 29, establishes that the interest rate that the debtor must pay shall be established in the contract. In the absence of which, the ECB interest rate would be applied, and summed up to eight points. It would be calculated from the end of the term agreed by the parties. In case that it is a null term, that is, more than 60 days, the interest will be calculated for the period after the 60 days.