JOHN CARLOS I

KING OF SPAIN

To all who present it and understand it.

Sabed: That the General Courts have approved and I come to sanction the following law.

PREAMBLE

Law 3/2004, of 29 December, establishing measures to combat late payment in commercial transactions, incorporated into our internal law Directive 2000 /35/EC of the European Parliament and of the Council of 29 of June 2000 laying down measures to combat late payment in commercial transactions.

Five years after the entry into force of Law 3/2004 against late payment in commercial operations, this legislation has to be adapted to the changes that have occurred in the economic environment and to be modified to be broadly applicable, both in the field of Spanish companies, and in the field of the public sector.

The effects of the economic crisis have resulted in an increase in defaults, delays and carryovers in the liquidation of overdue invoices, which is affecting all sectors. In particular, it is affecting small and medium-sized enterprises, which operate with great dependence on short-term credit and with cash constraints that make their activity particularly difficult in the current economic context.

With this objective, it is particularly important in this Law to abolish the possibility of a "pact between the parties", which often allows for a significant lengthening of payment periods, with SMEs generally being the same. Most disadvantaged companies.

The reform aims to correct imbalances and take advantage of the conditions of our companies in order to promote competitiveness and achieve a balanced growth of the Spanish economy, which will enable us to create jobs. in a stable way, in line with a strategic conception of the sustainable economy.

In this regard, and from the point of view of the payment deadlines for the public sector, the payment period, which will apply from 1 January 2013, will be reduced to a maximum of 30 days, following a transitional period for the public sector. entry into force. Furthermore, an effective and streamlined procedure is proposed to make the debts of public authorities effective, and transparency mechanisms are established in the area of compliance with payment obligations, through periodic reports to all levels of the Administration and the establishment of a new invoice register in local administrations.

With regard to payment deadlines between companies, a maximum payment period of 60 days is set by companies for payments to suppliers. This period of payment may not be extended by agreement between the parties, in order to avoid possible abusive practices of large undertakings on small suppliers, which lead to unjustified increases in the payment period. To this end, a transitional timetable will be established, culminating on 1 January 2013. On the other hand, the right to compensation is strengthened, the possibility of associations reporting abusive practices on behalf of their associates is extended and the adoption of codes of good practice in the field of payments is promoted.

The payment deadlines set out in this Law are in line with the provisions of the European Directive. The general scheme provided for in Article 3 (1) of the Regulation applies to payments made by public authorities, as well as to those for fresh and perishable food products, while the period laid down in Article 3 (1) of Regulation (EC) No 7601/2000 is set at 60 days. for the payment of commercial transactions between undertakings in accordance with paragraph 2 of the same Article, in order to reduce the high delays in charges in basic sectors.

Article first. Amendment of Law 3/2004 of 29 December establishing measures to combat late payment in commercial transactions.

One. Article 2 is amended to read as follows:

" Article 2. Definitions.

For the purposes regulated in this Law, it will be considered as:

(a) Company, any natural or legal person acting in the exercise of its independent economic or professional activity.

(b) Administration, to entities, bodies and entities that are part of the public sector, in accordance with Article 3.3 of Law 30/2007 of 30 October of Public Sector Contracts.

c) Delinquency, non-compliance with contractual or legal payment deadlines.

d) Term of payment, shall refer to all calendar days of the year, and shall be null and shall be without the covenants that exclude from the computation the periods considered holiday. "

Two. Article 3 is amended as follows:

" Article 3. Scope of application.

1. This Law shall apply to all payments made as a consideration in commercial transactions between undertakings, or between undertakings and the Administration, in accordance with the provisions of Law 30/2007 of 30 October 2001. Public Sector Contracts, as well as those made between the main contractors and their suppliers and subcontractors.

2. They fall outside the scope of this Law:

(a) Payments made in commercial transactions involving consumers.

(b) Interest related to the legislation on cheques, notes and bills of exchange and payments for damages, including payments by insurance entities.

(c) Debts subject to insolvency proceedings against the debtor, which shall be governed by the provisions of their special legislation. "

Three. Article 4 is amended to read as follows:

" Article 4. Determination of the payment deadline.

1. The payment deadline to be met by the debtor shall be as follows:

(a) Sixty days after the date of receipt of the goods or services. This payment period may not be extended by agreement between the parties.

b) If the debtor receives the invoice or the equivalent payment request before the goods or services, sixty days after the delivery of the goods or the provision of the services.

(c) If legally or in the contract a procedure of acceptance or verification has been provided for by which the conformity of the goods or services with the provisions of the contract is to be verified and if the debtor receives the invoice before the end of the period to make such acceptance, the payment period to be fulfilled by the debtor shall be computed from the day of receipt of the goods or services acquired and may not be prolonged beyond the sixty days counted from the date of delivery of the goods.

2. Suppliers shall make the invoice or payment request equivalent to their customers before 30 days from the date of the actual receipt of the goods or the provision of the services.

3. The receipt of the invoice by electronic means shall produce the effects of the beginning of the payment period, provided that the identity and authenticity of the signatory, the integrity of the invoice, and the receipt by the person are guaranteed. interested.

4. Invoices may be grouped over a specified period of not more than 15 days, by means of a comprehensive invoice for all deliveries made during that period, periodic summary invoice, or grouped in a single document for the purposes of facilitate the management of their payment, periodic pool of invoices, and provided that the date of the start of the term of the term is taken, the date corresponding to the half of the periodic summary invoice period or the periodic pool of invoices in the case, as the case may be, and the payment period does not exceed 60 days from that date. '

Four. Article 8 is amended to read as follows:

" Article 8. Compensation for collection costs.

1. Where the debtor is in arrears, the creditor shall be entitled to claim compensation from the debtor for all the duly accredited recovery costs incurred because of the latter's arrears. The principles of transparency and proportionality in respect of the main debt shall be applied in the determination of these charging costs. The compensation shall in no case exceed 15% of the amount of the debt, except in cases where the debt does not exceed EUR 30 000 in which the limit of the allowance is made up of the amount of the debt be treated.

2. The debtor shall not be required to pay the compensation provided for in the previous paragraph where he is not responsible for the delay in payment. "

Five. Article 9 is amended to read as follows:

" Article 9. Unfair terms.

1. The clauses agreed between the parties on the date of payment or the consequences of the delay which differ as to the time limit for payment and the legal rate of interest for late payment established in the alternative in Article 4 (1) shall be null and void. and in Article 7 (2) respectively, as well as clauses which are contrary to the requirements to require the interest of late Article 6, where they have an abusive content, to the detriment of the creditor, circumstances of the case, including the nature of the product or service, the provision by the the debtor of additional guarantees and the usual uses of trade. The repeated practice of abusive time-limits may not be considered to be customary for trade. In order to determine whether a clause is unfair to the creditor, account shall be taken, inter alia, of whether the debtor has any objective reason to depart from the payment period and the legal rate of interest on late payment provided for in Article 4.1 and in the Article 7.2 respectively. Also, in order to determine whether a clause is abusive, it will be taken into account, considering all the circumstances of the case, whether such a clause primarily serves to provide the debtor with additional liquidity at the expense of the creditor, or if the the main contractor imposes on its suppliers or subcontractors payment terms which are not justified by reason of the conditions for which it is a beneficiary or for other objective reasons.

2. The judge declaring the invalidity of such unfair terms shall integrate the contract in accordance with the provisions of Article 1.258 of the Civil Code and shall have the power of moderators in respect of the rights and obligations of the parties and of the parties. consequences of its ineffectiveness.

3. The unfair terms contained in the general terms of the procurement as provided for in paragraph 1 shall also be null and void.

4. The actions of cessation and retraction in the use of the general conditions referred to in the previous paragraph may be exercised, in accordance with Law 7/1998, of 13 April, on General Conditions of Employment, by the following entities:

(a) Associations, federations of associations and corporations of employers, of professionals, of self-employed workers and of farmers who have been entrusted with the task of defending the interests of their members.

b) The Official Chambers of Commerce, Industry and Navigation.

c) The legally constituted professional colleges.

These entities may, on behalf of their associates, be personable in the courts or in the competent administrative bodies to request the non-application of such clauses or practices, in the terms and with the the effects of national trade and commercial legislation. Complaints lodged by these entities with the competition authorities shall be of a confidential nature in the terms of Law 15/2007 of 3 July of the Defence of Competition. '

Six. A new paragraph 5 is added to Article 9, with the following wording:

" 5. Without prejudice to the provisions of the preceding paragraph, the entities referred to in that paragraph may also be personified in the courts or in the competent administrative bodies and take over the exercise of collective actions of In the case of non-compliance with the law of the Member State of the European Union, the Commission has taken the view that, in the light of the Commission's proposal, the Commission is not in a position to take the necessary measures to protect the interests of its partners. April, on General Conditions of Recruitment. "

Seven. An article 11 is added with the following wording:

" Article 11. Transparency in good business practices.

In order to ensure full transparency in the exercise of rights and compliance with the obligations provided for in this Law, the Public Administrations will promote the elaboration of Codes of Good commercial practices, as well as the adoption of conflict resolution systems through mediation and arbitration, being voluntary by economic operators. "

Article 2. Monitoring of the evolution of the delinquency and the results of the effectiveness of the Law.

In the framework of the technical, consultative and sectoral participation instruments available to the Ministry of Industry, Tourism and Trade to carry out the analysis and the evolution of the activity of the different sectors economic, specific follow-up to the evolution of the payment deadlines and the late payment in the commercial transactions as well as the results of the practice and effectiveness of the present Law, with the participation of the associations Multisectoral national and regional as well as the multisectoral platform against the late. On an annual basis, the Government shall send a report to the General Cortes on the situation of payment periods to enable the effectiveness of this Law to be analysed. This report will also be published on the website of the Ministry of Industry, Tourism and Trade.

Article 3. Amendment of Law 30/2007, of October 30, of Public Sector Contracts.

One. Article 200 (4) of the Law on Public Sector Contracts is amended to read as follows:

" 4. The Administration shall be obliged to pay the price within 30 days of the date of issue of the certificates of works or of the documents corresponding to the total or partial performance of the contract, without prejudice to the special time limit laid down in Article 205.4, and, if it is delayed, shall pay the contractor, on the basis of the 30-day deadline, the interest on late payment and the compensation for the costs of recovery in respect of the (a) the terms provided for in the Law of 29 December 2004 laying down measures for the fight against late payment in commercial transactions. Where the issue of certification of work is not carried out and the date of receipt of the invoice or application for payment equivalent is in doubt or before the receipt of the goods or the provision of the services, the period of 30 days shall be count from that date of receipt or delivery. "

Two. A new Article 200a is added with the following wording:

" Article 200a. Procedure to make the debts of the Public Administrations effective.

After the deadline referred to in Article 200.4 of this Law, contractors may claim in writing to the Contracting Administration that the obligation to pay and, where applicable, interest on late payment is complied with. If, on the expiry of a period of one month, the Administration has not replied, the expiry of the payment period shall be deemed to have been recognised and the persons concerned may make a dispute-administrative appeal against the inactivity of the Administration, may request the immediate payment of the debt as a precautionary measure. The judicial body shall take the precautionary measure, unless the Administration proves that the circumstances justifying the payment are not present or that the amount claimed does not correspond to that which is payable, in which case the precautionary measure shall be limited to the latter. The judgment shall order the defendant to pay the costs in the case of a total estimate of the claim for recovery. '

Three. A new transitional provision is added with the following wording:

" Transient disposition octave. Time limits referred to in Article 200 of the Law.

The period of thirty days referred to in Article 200 (4) of this Law, in the wording given by the third article of the Law amending the Law of the Law of 29 December, of 29 December, establishing measures of the fight against late payment in commercial transactions shall apply from 1 January 2013.

Since the entry into force of this provision and on 31 December 2010, the time limit in which the Administrations are required to pay the price of the obligations referred to in Article 200 (4) shall be within fifty-five days after the date of issue of the certificates of works or of the relevant documents certifying the total or partial performance of the contract.

Between 1 January 2011 and 31 December 2011, the period within which the Administrations are required to pay the price of the obligations referred to in Article 200 (4) shall be within the limits of the 50 days following the date of issue of the certificates of work or of the relevant documents certifying the total or partial performance of the contract.

Between 1 January 2012 and 31 December 2012, the period within which the Administrations are required to pay the price of the obligations referred to in Article 200 (4) shall be within the limits of the forty days following the date of issue of the certificates of work or of the relevant documents certifying the total or partial performance of the contract. "

Article 4. Late payment of the Public Administrations.

1. The General Controller of the State shall, on a quarterly basis, report a report on compliance with the time limits laid down in this Law for the payment of the obligations of the General Administration of the State, which shall necessarily include the number and the amount of the outstanding obligations in which the time limit is being missed.

2. The Autonomous Communities shall establish their own system of quarterly public information on compliance with the deadlines for payment in this Law.

3. The Treasurer or, failing that, Interventors of the Local Corporations will produce quarterly a report on the fulfillment of the deadlines provided for in this Law for the payment of the obligations of each local Entity, which will necessarily include the overall number and amount of the outstanding obligations in which the time limit is being missed.

4. Without prejudice to its possible presentation and debate in the plenary session of the local corporation, this report should in any case be sent to the competent bodies of the Ministry of Economy and Finance and, in their respective territorial area, to those of the Autonomous Communities which, according to their respective Statutes of Autonomy, have been assigned the financial protection of the local authorities. Such bodies may also require the referral of these reports.

5. The information thus obtained may be used by the receiving administrations for the preparation of a periodic and public report on compliance with the deadlines for payment by the Public Administrations.

Article 5. Record of invoices in local administrations.

1. The local authority shall have a record of all invoices and other documents issued by the contractors for the purpose of justifying the benefits provided by the contractors, the management of which shall correspond to the intervention or organ of the local authority. that has the accounting function attributed to it.

2. Any invoice or supporting document issued by the contractors in charge of the local authority shall be recorded in the register referred to in the preceding paragraph with a view to its referral to the body responsible for the obligation economic.

3. One month after the entry in the register of the invoice or supporting document without the managing body having carried out the appropriate examination of the obligation, resulting from the approval of the respective certification of work or administrative act in accordance with the provision made, the intervention or the body of the local authority which is assigned the accounting function shall require the management body to justify in writing the absence of the processing of that file.

4. The intervention or organ of the local authority which is assigned the accounting function shall incorporate the quarterly report to the plenary as laid down in the preceding article, a list of the invoices or supporting documents in respect of which the more than three months have elapsed since their entry into the register and the relevant records for the recognition of the obligation have not been processed or the management body has justified the absence of processing thereof. The plenary session, within 15 days from the day of the meeting in which it is aware of such information, shall publish an aggregated report on the relationship of invoices and documents presented to it by grouping them according to their state of affairs. processing.

Additional disposition first. Special scheme for agri-food products.

1. Payment deferrals for fresh and perishable food products shall in no case exceed 30 days from the date of delivery of the goods.

Fresh and perishable food products shall mean those products which, due to their natural characteristics, retain their qualities suitable for marketing and consumption for a period of less than 30 days or which require Regulated temperature conditions for placing on the market and transport.

2. In relation to food products which are not fresh or perishable, payment deferrals shall in no case exceed 60 days from the date of delivery of the goods.

3. The addressees of the corresponding deliveries shall be obliged to document, in the same act, the delivery and reception operation with an express mention of their date.

Similarly, suppliers must indicate on their invoice the day of the calendar on which payment should occur.

Invoices must be submitted before 30 days are met from the date of delivery and receipt of the goods.

Additional provision second. Book distribution.

The government may, as a rule, determine a special payment scheme for the book sector which takes into account the special circumstances of the sector in relation to operating cycles, the rotation of stocks and the specific book deposit regime.

Additional provision third. Duty of information.

Companies must publish in a manner the information about payment deadlines to their suppliers in the Memory of their annual accounts.

The Accounting and Audit Institute of Accounts will decide on the timely information to be incorporated into the Annual Accounts Report of the companies so that, from those corresponding to the financial year 2010, the Audit Office Accounting officer contains the necessary information to show if the payment deferrals made are within the limits indicated in this Law.

Additional provision fourth. New ICO-late Local Entes credit line.

The Government, within 30 days, through the Institute of Official Credit, will implement a direct credit line, under preferential conditions, to the Local Entities to facilitate the payment of firm debts. unpaid to companies and self-employed persons prior to 30 April 2010.

The credit line will be cancelled and satisfied on a case-by-case basis, provided that it has not been amortised on a prior basis, within a period of time after the entry into force of the future reform of the financing system. Local Entes and shall be implemented independently of the resources from the PIE and linked to the obligations recognised to private sector suppliers.

First transient disposition. Application to contracts.

This Law will apply to all contracts concluded after its entry into force.

Second transient disposition. The calendar referred to in Article 1 (3

.

The time limits referred to in Article 1 (3) of this Law, corresponding to Article 4 of Law 3/2004 of 29 December, establishing measures to combat late payment in transactions (a) trade, and the single additional provision on the special arrangements for agri-food products, in relation to food products which are not fresh or perishable, will be progressively adjusted for those undertakings which have been agreeing on higher payment terms, according to the following timetable:

-From the entry into force of this Law until 31 December 2011, they shall be 85 days.

-Between January 1, 2012 and December 31, 2012, they will be 75 days.

-From January 1, 2013, they will be 60 days.

The provisions of this transitional provision shall not apply to fresh and perishable food products, for which the payment period to 30 days shall have immediate effect.

Transitional provision third. Maximum payment periods in the works contracts with the Public Administrations.

Civil construction companies that maintain labour contracts with the different Public Administrations, exceptionally, and for two years from the date of entry into force of this Law, may agree with their suppliers and/or subcontractors on the following maximum payment deadlines, in accordance with the following implementation schedule:

-120 days from the entry into force of the Law until December 31, 2011.

-90 days from January 1, 2012 to December 31, 2012.

-60 days from January 1, 2013 to December 31, 2013.

Without there being any covenants between the parties above those deadlines and dates.

Single repeal provision.

All rules of equal or lower rank are repealed in terms of what they contradict or oppose to this Law, except for those that, in relation to the determination of the payment period, are more beneficial to the creditor.

Single end disposition. Entry into force.

This Law shall enter into force on the day following that of its publication in the "Official Gazette of the State".

Therefore,

I command all Spaniards, individuals and authorities, to keep and keep this law.

Madrid, 5 July 2010.

JOHN CARLOS R.

The President of the Government,

JOSE LUIS RODRIGUEZ ZAPATERO