ROMANIA LEGAL DESK · CONTRACTS
Romanian contract review for foreign companies
A useful contract review does not merely translate clauses. It explains which obligations are enforceable, where mandatory Romanian or EU rules intervene, how the agreement will operate in practice and what happens when the counterparty does not perform.
Consultations and professional correspondence are available in Romanian or English. Other language versions of this website are provided for information.
- OutputRisk map + proposed wording
- Review languageRomanian and/or English
- Typical first review3–7 working days
- FocusEnforceability and commercial leverage
01 · ORIENTATION
From clause-by-clause comments to an enforceable deal
Foreign companies often receive a Romanian-language customer, supplier, distribution, lease, services or technology agreement shortly before signing. The legal question is not simply whether the wording “looks standard”. The review should identify the governing law, mandatory local rules, authority of the signatories, performance mechanics, payment security, liability allocation, termination route and dispute forum.
The result should support a decision. High-priority issues are separated from drafting improvements; each material risk is connected to a proposed clause, negotiation position or operational control. Where the transaction crosses borders, Romanian law is read together with directly applicable EU instruments and the rules governing jurisdiction, evidence and enforcement.
02 · SCOPE
What the review can deliver
- Executive risk summary organised by priority
- Marked-up agreement with proposed Romanian or English wording
- Governing-law, jurisdiction and enforcement analysis
- Payment, acceptance, warranty, liability and termination review
- Confidentiality, intellectual-property and data-processing review
- Negotiation call and clean execution version
- Signing-authority and electronic-signature checklist
03 · INPUTS
What makes a review efficient
- Editable draft and every incorporated annex or policy
- Short description of the transaction and each party’s role
- Commercial priorities, agreed points and non-negotiable positions
- Relevant proposal, order form, technical specification and correspondence
- Information on signatories, delivery countries and intended dispute forum
04 · LEGAL ANALYSIS
Governing law is the start of the analysis
For contractual obligations in the EU, the Rome I Regulation generally allows the parties to choose the governing law. The clause should be express and coordinated with the rest of the agreement. In the absence of a valid choice, Rome I applies connecting rules that differ by contract type. A selected foreign law may still coexist with overriding mandatory provisions or protections that cannot be displaced in the circumstances.
Jurisdiction is a separate question. The Brussels I Recast Regulation governs jurisdiction and the recognition and enforcement of judgments in civil and commercial matters across participating EU states. A court clause should identify the chosen courts clearly and satisfy the applicable formal requirements. Arbitration may be appropriate for some transactions, but cost, interim measures, confidentiality and enforceability should be weighed rather than assumed.
Performance, payment and acceptance must be operational
Many disputes begin because the agreement does not say how performance is verified. The contract should connect specifications, milestones, delivery, testing, deemed acceptance and invoicing. Payment terms should identify the currency, taxes, disputed-invoice process, late consequences and any security. If one party may suspend performance, the trigger and notice process should be usable in real time.
Price-adjustment, hardship and force-majeure provisions deserve special attention in longer projects. A generic clause may not allocate supply, inflation, regulatory or sanctions risk as the parties expect. The legal wording should be matched with notice addresses, escalation contacts and evidence that the commercial team can actually produce. A right that cannot be documented may be difficult to enforce.
Liability and termination determine the downside
Liability clauses should be read as a system: standard of performance, warranties, indemnities, exclusions, caps, insurance and claim procedure. The headline cap can be misleading when broad carve-outs remove the events most likely to cause loss. Romanian mandatory rules, the nature of the breach and the parties’ bargaining status can affect how the allocation operates.
Termination should address both cause and convenience where commercially relevant, with cure periods, formal notices and consequences. The contract must explain what happens to accrued fees, work in progress, customer data, confidential information, licences, equipment and transition assistance. Survival clauses should be selective and consistent with the commercial model.
Execution, authority and electronic signatures
Before signature, the parties should verify corporate identity, representative authority and any internal approval or special form required by the transaction. A signature block does not cure lack of authority. Romanian company information and signatory powers can be checked against current corporate records, while powers of attorney should cover the act being signed.
Under the eIDAS framework, an electronic signature cannot be denied legal effect solely because it is electronic, and a qualified electronic signature has the equivalent legal effect of a handwritten signature. That does not mean every click has identical evidential weight or that electronic form overrides a statutory requirement for notarisation. The execution method should match the document and the likely need to prove consent later.
05 · DELIVERY
A decision-ready contract review
Context
Identify the deal, leverage, governing law and non-negotiable points.
Risk map
Separate critical legal exposure from negotiable and drafting issues.
Redline
Provide workable language connected to each material recommendation.
Execution
Resolve final comments and confirm authority, annexes and signature route.
06 · TIMING
Typical first-review window
3–7 working daysLength, urgency, annexes, regulated subject matter and the need for specialist tax or foreign-law input can change timing. Scope and fee are agreed after the full document set is received.
07 · FAQ
Can the review be delivered in English?
Yes. The risk report and proposed English wording can be delivered in English, while Romanian clauses are reviewed in their authoritative context.
Do you only review Romanian-governed contracts?
The service focuses on Romanian and EU issues. Foreign-law questions requiring an opinion in another jurisdiction are coordinated with qualified local counsel.
Is an electronic signature sufficient?
It depends on the document, agreed method and any statutory form. eIDAS protects electronic signatures, but notarised or other special-form acts require separate analysis.
08 · PRIMARY SOURCES
Official contract-law framework
Legal review: 7 September 2026. The advice is transaction-specific and based on the complete agreement and factual context.
AVOCAT BASUC
Turn legal comments into a stronger transaction
Send the editable agreement, annexes, deal summary and deadline. You will receive a defined scope, delivery date and written fee before the review starts.