The general rule for the choice of the applicable law of commercial contracts is that the parties can choose the applicable law freely, except where mandatory legal provisions prohibit such choice. In the absence of such clear decision, the default rules regarding the applicable law, similar to the Rome I Regulation, will apply.

Generally, a commercial contract will be deemed to comply with the form requirements if it meets the formal requirements laid down by (i) the law governing it on the merits or (ii) by the law of the state in which the contract is concluded or, if the contract is concluded between persons or their representatives who are located in different states at the time of the conclusion of the contract, (iii) by the law of any state in which any of the parties or their representatives are located at the time of the conclusion of the contract, or (iv) by the law of the state in which, at that date, any of the contracting parties had their habitual residence. The form requirements are also limited by mandatory legal provisions.

The main legislative act applying to commercial contracts is the Moldovan Civil Code. It was drafted in accordance with the United Nations Convention on Contracts for the International Sale of Goods, in force in the Republic of Moldova from 1 November 1995.

Moldovan law contains mandatory rules for certain types of contracts, which apply irrespective of the parties’ freedom of contract. These limitations are generally included in areas such as competition, consumer protection, currency regulation, and taxation. Specific restrictions refer to lease contracts, intermediation services, agency and distribution contracts, financial services contracts and others – where clearly provided as such in the respective legal provisions.

There have been several recent Supreme Court Decisions which will shape the national case law, and these refer to limiting disproportionate penalties (Decision of 30 July 2025), extinction of the right for penalty claims made after the acceptance of an undue performance (Decision of 12 August 2025) and effectiveness of termination notices (Decision of 15 January 2025). Several legislative novelties might influence the recognition of foreign court or arbitral decisions, namely the amendments of the Moldovan Code of Civil Procedure, in line with the 2005 Hague Choice of Court Convention, and of the State Fee Law (on 18 June 2025) – which introduced a fixed fee for applications regarding the recognition, enforcement and annulment of arbitral awards.

Moldovan private international law rules enshrine the principle of contractual freedom, in what concerns the choice of law of a contract. The parties may designate the applicable law for the entire contract or for specific parts of it. The determination of the applicable law must be express or reasonably inferred from the contract’s content or other circumstances. The applicable law can be chosen at any time, either at the conclusion of the contract or later, and the parties may agree to modify it at any moment. If internationally recognised commercial terms are used, and no other indications are provided, it is presumed that the parties have agreed to apply the customs and practices of the relevant business circuit.

If no law was chosen to govern the contract with an element of foreignness, then the court will apply the default rules for its determination, similar to Article 4 of the Rome I Regulation, in the following hierarchical order.

• 1. The contract shall be governed by the law of the country where the party required to effect the characteristic performance of the contract has his or her habitual residence. The Moldovan Civil Code determines specifically the applicable law for certain contracts, such as contracts for the sale of goods, contracts of carriage, consumer contracts and insurance contracts.
• 2. If it is clear from all the circumstances of the case that the contract is manifestly more closely connected with a country other than the one indicated above, the law of that other country shall apply.
• 3. Where the law applicable cannot be determined pursuant to the criteria described above, the contract shall be governed by the law of the country with which it is most closely connected.

Irrespective of the choice of law made by the parties to a commercial contract, the application of a foreign law will be excluded and replaced by national regulations, if its application would manifestly violate the national public order. The application of foreign law manifestly violates the public order of the Republic of Moldova to the extent that it would lead to a result manifestly incompatible with the fundamental principles of the law of the Republic of Moldova or with fundamental human rights and freedoms.

In addition, rules of immediate application override the application of a foreign law chosen by the parties to a contract to govern it. The rules of immediate application are those rules whose observance is regarded by a given state as essential for safeguarding its public interests, such as political, social or economic organisation, to such an extent that these rules correspond to any situation falling within their scope, regardless of the law applicable to the legal relationship.

Parties to a contract with an element of foreignness (eg, where only one party is from the Republic of Moldova), can vest a foreign court with the power to decide on a litigation matter through an exclusive choice of forum agreement, with several preconditions.

• The chosen court(s) must be located in one of the member states of the 2005 Hague Choice of Court Convention.
• The exclusive choice of forum agreement must be concluded in writing or by any other means of communication that makes the information accessible so that it can be used for later reference.
• Parties cannot derogate from cases of exclusive competence of Moldovan courts (such as litigations over immovable goods located on the territory of the Republic of Moldova).

If both of the contract parties are from Moldova, a foreign forum can be chosen only if the legal relationship between them has at least an element of foreignness: this can be the place of performance, location of contract subject matter, involvement of foreign subsidiaries, agents, or intermediaries.

If one or both of the parties to the contract is from Moldova, they can agree on arbitration, if all the formal and substantive requirements for the arbitration agreement are met. In addition, the parties cannot resort to arbitration, if the subject matter is not arbitrable, including:

• pertaining to family law matters;
• in relation to lease agreements of a residential house and to rights thereof;
• insolvency matters;
• disputes involving public authorities in their exercise of public power; and
• criminal matters.

If a party were to file a complaint with a local court, in contradiction with the arbitration agreement, then the other party can raise the lack of competence exception and the court shall refer the parties to arbitration, unless it finds that the said agreement is null and void, inoperative or incapable of being performed. The national procedural provisions for refusal to decide a matter falling within the competence of an arbitral tribunal transpose the provisions of the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards and of the UNCITRAL Model Law on International Commercial Arbitration (2006).

Mandatory local laws that protect a party from the same country as the forum can be applied, only if non-application of such laws will amount to a manifest violation of the national public order, described above. However, foreign legal entities are assimilated to legal entities of the Republic of Moldova and can carry out activities regulated by civil legislation in the Republic of Moldova in accordance with the provisions established by this legislation for a similar activity of legal entities of the Republic of Moldova, unless the local law provides otherwise. Furthermore, foreign entities are guaranteed procedural equality with nationals in the Moldovan courts, as provided by Article 454 of the Moldovan Code of Civil Procedure.

A legal act can be concluded (i) verbally, (ii) in writing or (iii) in authentic (notarised) form.

A written contract can be concluded both by drawing up a single document, signed by the parties, or by an exchange of letters, telegrams, or electronic documents, signed by the party that sent them. An electronic document is equivalent to a document in writing.

Form is a condition for the validity of the legal act only in cases expressly provided for by law.

The Moldovan Civil Code acknowledges the concept of culpa in contrahendo which obliges persons who are engaged in negotiations to negotiate in good faith and not to break off the negotiations contrary to good faith. Any clause that excludes or limits this obligation is void.

The person who breaches this obligation is liable to the other person for the damage suffered on the basis of the belief that the contract would have been concluded. However, the damages do not cover the profit that the other person expected from the conclusion of the contract. If the person acted with intent or gross negligence, the damages will also cover the other person’s loss of a reasonable opportunity to conclude a contract with a third party.

Inclusion of standard terms and conditions must satisfy the obligation of transparency – ie, they must be drafted and communicated in clear and intelligible language and be legible. This requirement applies to the entire text, including footnotes, references to other texts and specifications of any kind.

Under the Moldovan Civil Code, a standard clause is considered a clause that has been developed in advance for a multitude of contracts involving different parties and which has not been individually negotiated.

They apply only if agreed by the parties – either expressly (signed or attached) or impliedly (through reference in the main contract or by consistent business practice). Standard clauses may be invoked against the other party only if the other party knew of them or if the party proposing them took reasonable steps to draw the other party’s attention to them at the time of conclusion of the contract or before that.

Mandatory regulations regarding unfair character apply to standard terms, both in B2B and B2C, however, in the latter case the law provides a non-exhaustive list of examples.

In relation to consumers, standard terms which are deemed unfair are void of any legal effects. Clauses are considered unfair if they were not individually negotiated, were proposed by the professional and considerably disadvantage the consumer, contrary to good faith. The Moldovan Civil Code contains an exemplificative and non-exhaustive list of unfair clauses for B2C, similar to those indicated in Directive CE/13/1993 on unfair terms in consumer contracts. The law institutes a mechanism of nullity of protection, where unfair terms in consumer contracts are absolutely void and must be assessed as such by the court in any case. The nullity of protection operates only to the extent that it benefits the consumer.

In relation to B2B, standard terms can also be unfair, if they are found in the exhaustive list provided by Article 1077 of the Moldovan Civil Code and if they deviate considerably, contrary to good faith, from good commercial practices.

In other types of contracts (ie, between persons who act neither as consumers nor professionals), terms are found to be unfair if they are found within Article 1077 of the Moldovan Civil Code and considerably disadvantage the other party, contrary to good faith.

In case of a battle of forms, the contract shall nevertheless be deemed to have been concluded. The standard terms shall form part of the contract to the extent that the standard terms of one party do not conflict with the standard terms of the other party.

However, the contract shall not be deemed to have been concluded if one of the parties:

• has indicated in advance, expressly and not only by means of a standard term, its intention not to be bound by the contract in case a battle of forms occurs; or
• informs the other party of this intention without undue delay.

As a general rule, all contracts which exceed the value of MDL1,000 (approximately EUR50) must be in writing. Non-compliance with this requirement does not invalidate the contract, but rather restricts the parties to bring witness evidence in case of litigation. Only in specific cases do contractual clauses need to be in writing, for the sake of validity (eg, penalty clauses or credit agreements).

Generally, all contracts that alienate real estate or have limited real rights must be notarised. In specific cases, the law prescribes the notarised form for contracts (eg, sale of enterprise, or donation agreement). In every case, non-compliance with this requirement leads to the invalidation of the contract.

In the Republic of Moldova, only documents signed with a qualified electronic signature, as described in Law No 124/2022 on electronic identification and trust services, are equivalent, by effect of law, to a document signed with a handwritten signature. All other types of signatures are assimilated, in terms of their effects, to the similar document on paper, signed with a holographic signature, only in cases expressly established by regulatory acts or by the agreement of the parties regarding the application of electronic signatures.

If no electronic signature is applied, but the document is communicated through electronic means, then the contract thus concluded is equivalent to a contract concluded orally.

In general, parties are subject to registration of commercial contracts that produce rights which are born by effect of law through registration. Some examples are provided below.

Commercial contracts which have as their object the alienation of real estate ownership rights or limited real rights, must be registered in the real estate register, in order to produce effects. Several other rights and legal facts pertaining to real estate (eg, non-alienation clause, lease of the real estate, and preliminary contracts) can be registered as well in the real estate register.

Commercial contracts which relate to rights over shares in a company (eg, LLC or JSC) will produce the transfer of rights effect only if they are registered in the state register of legal entities.

Pledges constituted via contract are subject to registration in the register of movable real guarantees.

Pursuant to the general rule, the contract is considered concluded if the parties have reached an agreement on all its essential clauses. The essential clauses are those that are established as such by law, that arise from the nature of the contract, or on which, at the request of one of the parties, an agreement must be reached.

If the law establishes a certain form for the validity of the contract or if the parties have provided for a certain form, the contract is considered concluded when the formal condition is met.

In certain cases the validity or efficiency of a contract can be dependent on the agreement of a third party (eg, sale of seized property must be allowed by the person who applied the seizure; some contracts concluded by the company must first be authorised by its shareholders), in cases provided by law.

Whilst the guiding rule in contract formation is the principle of contractual freedom, enshrined in Article 993 of the Moldovan Civil Code, for B2C contracts there is, in addition, a strong overlay of consumer protection legislation:

• enhanced pre-contractual information obligations (Articles 1013–1023, Civil Code);
• right of withdrawal of the consumer (Articles 1052–1068, Civil Code);
• lower threshold for unfair clauses criteria in B2C (Articles 1069–1078, Civil Code);
• specific rules for dealing with consumers (Law No 105/2003 on consumer protection); and
• financial services consumer protection rules (Law No 202/2013 on credit agreements for consumers, and Law No 157/2014 on the conclusion and execution of distance contracts regarding consumer financial services).

Here are some of the main consumer protection rights in the Republic of Moldova.

Right to Information

Traders must provide clear, complete information before the contract is signed. This includes: identity and contacts of the seller, main characteristics of the product/service, total price (including taxes and delivery fees), payment/delivery methods, duration and termination rules, and existence of withdrawal rights.

Right of Withdrawal (Cooling-Off Period)

Consumers may cancel distance or off-premises contracts within 14 days, without giving reasons. The trader must refund payments (including delivery costs) within 14 days after withdrawal.

Right to Fair Terms

Unfair contract terms that create a significant imbalance against the consumer are null and void. Nullity of protection must be applied by the court automatically, as previously highlighted.

Right to Safety and Quality

Consumers have the right to safe products and services, in line with laws (Law No 105/2003, and sectoral safety laws) and technical standards. Dangerous or non-compliant products must be withdrawn or recalled.

Right to Legal Guarantee and Remedies

Consumers benefit from a two-year minimum legal guarantee for goods. They can request repair, replacement, price reduction, or contract cancellation/refund if the goods are defective.

Right to Redress and Effective Remedies

Consumers can seek enforcement of their rights through state authorities and courts (eg, filing a complaint with the National Consumer Protection Agency if a retailer refuses to honour warranty obligations, or to the National Financial Market Commission in the case of financial products).

The Moldovan legal system recognises contractual liability and torts. The main principle in liability claims is that of full reparation of damages.

Damages can be pecuniary (ie, expenses incurred or to be incurred by the injured person to restore the infringed right or legally recognised interest, the destruction or deterioration of his or her property (actual damage), as well as the profit lost as a result of the infringement of the right or legally recognised interest (lost profit)) and non-pecuniary (ie, physical and psychological suffering, as well as the lessening of quality of life, and biological damage).

Reparation of damage means restoring the injured person to the position in which he or she would have been if the damage had not occurred.

In cases provided by law, instead of pecuniary damages, the injured person may claim, from the person liable for the damage, the recovery of all profits obtained in connection with causing the damage.

Under Moldovan law, punitive damages are not recognised. The Civil Code is built on the principle of full reparation (restitutio in integrum), meaning that damages are strictly compensatory. A victim may recover actual losses, lost profits, non-pecuniary damages, or, in certain cases, the unjust profits obtained by the wrongdoer, but courts do not award sums that go beyond the loss suffered for the purpose of punishment or deterrence.

There is no maximum liability prescribed in the Moldovan legislation, as reparation of damages must wholly cover the damages. Parties to a commercial contract can limit their liability, with certain exceptions provided by law (eg, for damages caused with intention, or damages caused to life and health).

Liability without fault (strict liability) is prescribed in the Moldovan Civil Code for cases involving activities connected to sources of increased danger. Persons whose activities involve such sources – such as operating vehicles, installations, or machinery, using electricity or explosives, or performing construction works – are obliged to compensate for any damage caused, unless they can prove that the damage resulted from a legally recognised exonerating event or from the intentional act of the injured party.

The Moldovan Civil Code qualifies as unfair, clauses which limit the liability where they concern death or personal injury caused by the professional or persons acting on their behalf. A professional cannot limit or exclude statutory rights of the consumer in cases of total, partial or improper non-performance of contractual obligations.

Moldovan law further provides that liability for intentional harm cannot be excluded or limited, under sanction of absolute nullity. The same applies to liability for gross negligence where it results in bodily injury, harm to health, or death, as well as in any other situation where excluding or limiting tort liability would contravene the law or good faith.

Under Article 904, paragraph (1) of the Moldovan Civil Code, a party may be excused from performance in circumstances beyond its control (such as a force majeure event), in the absence of specific provisions in the commercial contract, provided the contract is governed by Moldovan law. The Moldovan Civil Code distinguishes between a permanent impediment to the performance of an obligation and a temporary impediment to the performance of an obligation (Article 904, paragraphs (3) and (4) of the Civil Code).

The non-performance of the debtor’s obligation is justified if:

• the debtor’s non-performance is due to an impediment outside the debtor’s control;
• the debtor could not reasonably have been required to avoid or overcome the impediment or its consequences; and
• the debtor could not reasonably have foreseen the impediment at the time of conclusion of the contract or another legal act.

Moreover, the debtor is obliged to notify the creditor, within a reasonable time after the debtor knew or should have known of these circumstances, of the impediment and its effects on the ability to perform. Accordingly, the creditor is entitled to compensation for any damage resulting from the failure to receive such notification. Nevertheless, the justificatory impediment does not exempt the debtor from paying compensation if the impediment arose after the non-performance of the obligation, unless the creditor, due to the impediment, could not have benefited from the performance of the obligation in any case.

The vast majority of commercial contracts in the Republic of Moldova contain a force majeure clause. Nonetheless, the absence of such a clause in commercial contracts does not preclude a disadvantaged party from seeking relief under Article 904 of the Moldovan Civil Code, unless the contracting parties have expressly agreed to derogate from this provision.

Under the Moldovan Civil Code, a party impacted by substantial hardship may undertake reasonable and good faith efforts to negotiate an adjustment of the parties’ performances in order to fairly allocate the losses and benefits arising from the change in circumstances. Further, this negotiation must be initiated prior to the extinction of all obligations owed by the debtor and the creditor, regardless of if one of the parties has performed its obligations after the negotiation has been initiated.

Article 11 of the Moldovan Civil Code defines the principle of good faith as a standard of conduct for a party, characterised by fairness, honesty, openness, and consideration of the interests of the other party in the legal relationship. In addition, under Article 12 of the Moldovan Civil Code, “reasonableness shall be assessed in an objective manner, considering the nature and purposes of the element under evaluation, the circumstances of the case, as well as relevant usages and practices”.

Moreover, if the debtor seeks to have the court either adjust the parties’ obligations or terminate the contract at the time and under the conditions determined by the court, an attempt at negotiation is not merely optional but constitutes a mandatory requirement, together with three other cumulative conditions that must be fulfilled, namely that:

• the change of circumstances that constitutes hardship occurred after the obligation was undertaken;
• at the time of undertaking the obligation, the debtor did not take into account, and could not reasonably have been expected to take into account, the possibility or the extent of that change of circumstances; and
• the debtor did not assume, and cannot reasonably be considered to have assumed, the risk of that change of circumstances.

In Moldovan commercial practice, contracts less frequently incorporate hardship clauses compared to force majeure clauses. Nevertheless, even in the absence of a hardship clause in a contract, the parties are not prevented from claiming the rights provided by law under Article 1083 of the Moldovan Civil Code, unless the contracting parties have expressly agreed to derogate from this provision.

Non-fulfilment, late fulfilment and breach of terms fall within the category of non-performance of contractual obligations. The Moldovan Civil Code provides the following legal remedies for non-performance, which the creditor can engage in any order and even concurrently (except for the two provided in points a) and e)):

• a) request the forced performance of the obligation;
• b) suspend the performance of the correlative obligation;
• c) reduce his or her correlative obligation;
• d) resort to the termination of the contract;
• e) request the payment of compensation for the damage suffered through non-performance; and
• f) exercise any other legal means of defence, provided for by law or contract, to realise his or her right violated by non-performance.

The Moldovan Civil Code does not expressly regulate remedies in case of breached warranties but prescribes that it is contrary to good faith to act in contradiction to one’s own warranties. Even though warranties are not seen as obligations, their breach engages contractual liability, with the creditor having the right to reduce his or her correlative obligation, resort to the termination of the contract and/or request the payment of compensation for the damage.

Pursuant to the principle of contractual freedom, the parties may deviate from the default legal provisions regarding remedies in case of contractual non-performance, except where mandatory laws prohibit it.