B2B sellers and buyers located in different EU member States face non-payment of invoices, delay or non-conformity of deliveries, issues that sometimes require a judicial solution. The question is:<\/p>\n
\u201cWhich judge has jurisdiction to solve cross-border disputes of B2B sellers and buyers in EU?\u201d<\/p>\n
This article answers that question by analysing various scenarios, including a case, quite common in practice, \u00a0recently clarified by the Italian Supreme Court, concerning a sale transaction with an ex works delivery at the seller\u2019s premises.<\/p>\n
Finally, we will analyse an interesting EU Court of Justice\u2019s case giving the green light to asymmetric clauses on jurisdiction<\/strong>. These clauses give a strategic advantage to one of the party (seller or buyer), thus minimizing its legal costs and risks.<\/p>\n Companies are free to designate in writing the Court in the EU where to go to solve their commercial disputes (such as non payment, non performance, delay, etc..). This choice can take the form of a so called jurisdiction clause<\/strong> placed in a contract or in general conditions of sale, or in commercial documents exchanged by the parties before performance.<\/p>\n Therefore, in case of dispute between a seller and a buyer in EU, the first wise step is to look for a jurisdiction clause in the sale documents. If \u00a0there is a valid clause on jurisdiction, only the court designated in the contractual documents will have jurisdiction ( art. 25 of the EU Regulation 1215\/2012 on jurisdiction, recognition and enforcement of judgments in the European Union<\/a>).<\/p>\n The claimant will go to the designated judge to obtain a judicial remedy against the commercial counterparty. This decision will then be enforceable in all 27 EU countries.<\/p>\n https:\/\/www.lexibc.com\/en\/recognition-and-enforcement-of-foreign-judgments\/<\/a><\/p>\n https:\/\/www.lexibc.com\/en\/how-to-recover-a-debt-through-a-third-party-debt-order-in-italy\/<\/a><\/p>\n <\/p>\n Lacking a parties\u2019 choice on jurisdiction, the EU general default rule provides for the competence of the court where the defendant is located. Article 4, EU Regulation 1215\/2012 states:<\/p>\n Under this Regulation, persons domiciled in a Member State shall, whatever their nationality, be sued in the courts of that Member State.<\/em><\/p>\n This means that, as a general default rule, the Eu competent court<\/u><\/strong> is:<\/p>\n Keep in mind that this solution is rarely advantageous, because the claimant cannot seek protection before its own national courts but must litigate in another EU State where the counterparty is based.<\/p>\n This means that any seller delivering goods to commercial customers in other EU States without a clause on jurisdiction<\/strong> does so at its own risk: since \u00a0the competent court for recovering the credit is the court of the foreign buyer in default, the cost of debt collection would increase, for hiring foreign lawyers, for legal translations and other fees. This would be problematic especially for companies having many debtors in different EU member states.<\/p>\n In addition to the general rule of the defendant\u2019s court, art. 7 of the EU Regulation 1215\/2012 provides an alternative special criterion applicable to B2B disputes.<\/p>\n A EU company may also be sued \u00a0before the court of the place in EU where the agreed delivery of goods took place. In case of provision of services, the dispute may be solved before the court where the services were performed or had to be performed, under the contract.<\/p>\n Therefore, the court at the agreed place of delivery is competent<\/u><\/strong> for all disputes relating to the sale of goods, including those concerning non-payment of the price, defects in the goods, or damages (judgment Car Trim<\/em> from the EU Court of Justice, 25 February 2010, Case C-381\/08, par. 31\u201332).<\/p>\n This identification is direct and prevails over national rules on territorial jurisdiction (judgment from the EU Court of Justice, Color Drack, 3 May 2007, Case C-386\/05, par. 30).<\/p>\n Example:<\/strong> If a German commercial seller and an Italian\u00a0 commercial buyer agrees that the seller delivers the goods to Bordeaux, in France, then the competent court to solve their dispute will be the Court of Bordeaux in France, where delivery is to take place.<\/p>\n Summing up, absent an express jurisdiction clause, a B2B sale dispute in EU may be solved either by the court of the State of the defendant or the court for the place in EU where the goods were or should have been delivered under the contract.<\/p>\n The agreement on the place of delivery of the goods<\/strong><\/p>\n The EU Court of Justice clarified that only when it is unclear which delivery place was agreed, for example, due to conflicting commercial documents, the competent court is determined considering the actual final destination of the goods, i.e., the place where the buyer actually holds or will hold the goods (judgment Car Trim<\/em> from the EU Court of Justice, 25 February 2010, Case C-381\/08).<\/p>\n The EU Court of Justice also clarified (judgment of 9 June 2011, Electrosteel Europe SA v. Edil Centro s.p.a.<\/em>, Case C-87\/10, and judgment of 14 July 2016, Granarolo<\/em>, Case C-196\/15) that the international delivery terms used in the documents exchanged by the parties are relevant in determining the agreed place of delivery<\/u>:<\/p>\n \u201cThe national court must take into account all the relevant terms and clauses of the contract, including, where appropriate, those generally recognised and established by international commercial usage, such as Incoterms, provided they allow the place of delivery to be clearly identified.\u201d<\/em><\/p>\n The competent forum according to the Italian Supreme Court <\/strong><\/p>\n However, Italian judges, including the Italian Supreme Court of Cassation, did not give relevance to the international delivery terms, such as \u00a0Incoterms\u00ae, followed by the place of shipment.<\/p>\n This was because under prevailing (and criticised) Italian case law, before 2023, international delivery terms only demonstrated the parties\u2019 agreement on the division of transportation costs – not on the place of delivery (sent. Cass. Sez. Un. 27 settembre 2006, n. 20887, sent. Cass. Sez. Un., 20 giugno 2007, n. 14299, cfr. M. Balestra, Compravendita nell’UE: quale il giudice competente?<\/em>, in Newsmercati n.96, 2010).<\/p>\n In its judgment no. 182\/2023 of 2.05.2023, the Italian Supreme Court aligned itself with the EU Court of Justice.<\/p>\n In the case no. 182\/2023, an Italian seller obtained an injunction for payment of the goods against a French buyer which contested the Italian jurisdiction. The Italian courts affirmed the Italian jurisdiction based on the ex works<\/em> Incoterms term, which was indicated in the French buyer\u2019s purchase orders and in the Italian seller\u2019s invoices. \u00a0Such delivery term showed that the agreed delivery took place in Italy. The case arrived at the Italian Supreme Court which recognised that the ex works<\/em> clause, as drafted by the Paris Chamber of Commerce, and commonly used in international trade, leads to:<\/p>\n identification of the place of delivery at the seller\u2019s premises or another location designated by the seller, and delivery modalities whereby the seller is only required to place the goods at ground level in its warehouse.<\/em><\/p>\n Therefore, since ex-works delivery was at the seller\u2019s premises in Italy,\u00a0 Italian courts were competent to decide the dispute, under art. 7 EU Regulation 1215\/2012.<\/p>\n Practical consequences<\/strong><\/p>\n In conclusion, the application of the general EU rules on jurisdiction (court of the defendant and court for the place of the agreed delivery), do not lead to one-court solution for sellers and buyers in EU, but to variable solutions depending on the agreed place of delivery and the domicile of the counterparty.<\/p>\n To increase\u00a0 predictability and minimise the risk of legal disputes\u00a0 across Europe,\u00a0 B2B sellers in \u00a0the EU should use jurisdiction clauses<\/strong>.<\/p>\n EXAMPLES<\/p>\n Through a jurisdiction clause, the EU seller is able to centralise judicial debt recovery in one court, preferably the court of its own EU State, thus minimising legal costs and delay.<\/p>\n A well drafted clause on jurisdiction will protect the manufacturer against the contractual claims of the foreign buyers. Actually, a customer is more reluctant and oftern will desist from claiming non conformity and damages for delays, before the national judge of the seller or before any other foreign court in EU, due to increased costs for litigation, translations and expertise.<\/p>\n Especially B2B buyers which effect many purchases from manufacturers in different EU member states, or for significant amounts of money or for strategic or complex products (for example machinery) should protect their investment, by preparing and using jurisdiction clauses in their supply contracts which satisfy their own interest. As an example, if the purchased machinery do not conform to the contract, the buyer should need to ask to the judge to appoint an expert to assess the non conformity and the damages. If the parties agrees on the jurisdiction of the courts in the buyer\u2019s state,\u00a0 this operation will be simple and quick, since the appointed expert lives in the same State of the buyer and speaks the same language.<\/p>\n Business contracting parties have a wide autonomy and discretion in drafting their jurisdiction clause and, under certain conditions, they may agree also on asymmetric jurisdiction clauses.<\/p>\n An asymmetric (or \u201cunilateral\u201d) jurisdiction clause is a clause which binds one party to sue exclusively before a designated court, whereas the counterparty retains the option to bring proceedings either before that court or in other courts.<\/p>\n The EU Decision on Asymmetric Jurisdiction Clauses (C-537\/23)<\/strong><\/p>\n In the Lastre<\/em> case (EU Court of Justice, C\u2011537\/23, judgment of 27 February 2025<\/a>), the EU Court of Justice confirmed the legality of these clauses and provided clarification on the criteria to be used when interpreting and determining the validity of \u201casymmetric\u201d jurisdiction clauses under Article 25(1) and (4) of Regulation (EU) No 1215\/2012 on jurisdiction, recognition and enforcement of judgments. Before Lastre<\/em>, the legality of such clauses was contested in some national courts, especially in France.<\/p>\n The Lastre<\/em> case dealt with an \u201casymmetric\u201d \u00a0jurisdiction clause in a contract between an Italian seller and a French buyer.<\/p>\n This clause stated that, should there be any disputes, the Court of Brescia, in Italy, should have jurisdiction. The clause further mentioned that the Italian company alone had the option to sue the French buyer \u201cbefore other competent courts, be them in Italy or abroad<\/em>.\u201d<\/p>\n Based on this clause, the Italian company contested French jurisdiction, but French judges declared the clause invalid under French and Eu law because it was unbalanced and led to unpredictability: one contractual party might \u00a0choose, on a case by case basis, the jurisdiction where to sue the counterparty.<\/p>\n The case arrived at the French Supreme Court which asked the EU Court of Justice whether the validity of the asymmetric clause should be assessed under Article 25(1) of Regulation 1215\/2012, or under national law.<\/p>\n The CJEU declared that the validity of the clause must be assessed by EU standards only and not through national law, except for in cases such as fraud, mistake, deceit, duress, or incapacity. Finally, the CJEU concluded that asymmetric jurisdiction clauses are not automatically invalid under EU law.<\/p>\n An asymmetric jurisdiction clause is valid under Art. 25 Eu Regulation 1215\/2012, in so far as:<\/p>\n The EU Court of Justice left to the French Supreme Court the task to apply these criteria,\u00a0 in the case under scrutiny in France.<\/p>\n Consequently, in September 2025, the French Supreme Court acknowledged the validity of the asymmetric clause, which recognised only to the Italian seller the right to sue the French buyer, before the\u00a0 designated court of Brescia, in Italy as well as \u201cany other competent court<\/em>\u201d. In doing so, the French Court refused to consider the wording \u201cany other competent court<\/em>\u201d, as too vague, especially in light of the principle of party autonomy (recalled in recital 19 of the EU Regulation 1215\/2012 and in paragraph 56 of the EU Court of justice\u2019s Lastre<\/em> judgment).<\/p>\n In its reasoning, the French Supreme Court excluded that the clause conflicted with special or mandatory rules on jurisdiction set in articles 15, 19, 23 or 24 of EU Regulation 1215\/2012, since the case concerned 2 EU member states\u2019 companies.<\/p>\n Finally and most importantly, in the French Supreme Court\u2019s view, there was no objective element that emerged from the case at issue and the clause itself that could enable the Italian seller to sue the French buyer outside the UE,\u00a0 leading to conflicting judgments.<\/p>\nEU CRITERIA ON JURISDICTION<\/h2>\n
\n
\n
\n
\n
\n
ADVANTAGES OF A JURISDICTION CLAUSE<\/h2>\n
\n
\n
\n
THE ASYMMETRIC JURISDICTION CLAUSES<\/h2>\n
\n