European contract law in business-to-business transactions

Transcription

1 Flash EB N o 320 European Contract Law, B2B Flash Eurobarometer European Commission European contract law in business-to-business transactions Report: 2011 Flash Eurobarometer 320 The Gallup Organization This survey was requested by DGJUSTICE: and coordinated by Directorate General Communication This document does not represent the point of view of the European Commission. The interpretations and opinions contained in it are solely those of the authors. page 1

2 Flash EB N o 320 European Contract Law, B2B Flash EB Series #320 European contract law business-to-business transactions Conducted by The Gallup Organization, Hungary upon the request of the DG JUSTICE-A-2: Civil law and contract law Coordinated by Directorate-General Communication This document does not represent the point of view of the European Commission. The interpretations and opinions contained in it are solely those of the authors. THE GALLUP ORGANIZATION page 2

3 Flash EB N o 320 European Contract Law, B2B Table of Contents Table of Contents... 3 Introduction... 4 Main findings Company background Company characteristics Involvement in cross-border trade Barriers to cross-border trade Contract law-related barriers Contract law-related barriers blocking cross-border trade? Contract law Contract law currently applied Evaluation of the possibility of a single European contract law Anticipated effects of a single European contract law Annex tables Survey details Survey questionnaire page 3

4 Flash EB N o 320 European Contract Law, B2B Introduction The exchange of goods and services is governed by contract law. Problems in relation to using, agreeing, interpreting and applying contracts in cross-border transactions may therefore affect the smooth functioning of the internal market. To date the European Commission has aimed to address these problems by adopting measures targeted to specific contracts or sectors. This sector-specific approach has, however, not been able to resolve a number of problems. The European Parliament and Council have consistently affirmed the need for greater coherence in order to ensure the proper functioning of the internal market. The European Commission has undertaken a series of initiatives aimed at increasing the overall coherence of European contract law. The present survey (Flash Eurobarometer #320 about Business attitudes towards cross-border business-to-business (B2B) transactions and the usefulness of a European contract law) was designed in order to obtain first-hand feedback on several issues affecting businesses involved in cross-border sales to other businesses. Another survey, conducted in parallel to this study, looked at businesses attitudes regarding European Contract Law in relation to sales to final customers (Flash Eurobarometer #321: Business attitudes towards cross-border business-to-consumer (B2C) transactions and the usefulness of a European contract law). This present survey covered the following themes: Background information on the surveyed businesses Their involvement in cross-border B2B transactions The importance of various barriers to cross-border B2B sales How contract law is applied in current cross-border contracts An assessment of the European contract law initiative, the preferred model of businesses and the anticipated effect on cross-border transactions. In this Flash Eurobarometer survey (No. 320), a total of 6,475 managers (senior executives or, where available, legal officers) in the 27 EU Member States were interviewed by telephone, between the 14 and the 22th of January, Note that the survey only included enterprises that were either currently involved in cross-border business-to-business transactions (sales/purchase of goods or services) or were planning to do this in the future. For the sake of readability, the report refers to these enterprises as surveyed enterprises 1. The sample was randomly selected in each country within certain activity sectors (NACE Rev 2.0): C: Manufacturing G: Wholesale and retail trade: repair of motor vehicles, motorcycles and personal and household goods I: Accommodation and food service activities J: Information and communication K: Financial and insurance activities. Seventy-nine percent of the surveyed companies were micro-enterprises (with 9 or fewer employees), 16% were small enterprises (10-49 employees), and 5% of the overall sample were medium to large enterprises (50+). 1 The majority of the samples indeed have traded cross-border, the proportion of those only interested in such transactions was 8% on the EU level. page 4

5 Flash EB N o 320 European Contract Law, B2B The targeted number of interviews varied dependent on the size of the country. In most EU countries, the targeted sample size was 250. However, in Cyprus, Luxembourg and Malta, the sample size was reduced to 150. Sampling weights with regard to all issued sample were calculated in each country (to correct for the deliberate over- and under-sampling in the various size segments) and transferred to the respondent units that satisfied the above mentioned screening criteria. In order to calculate EU27 averages, the county-level results were combined proportional to the size of the estimated number of enterprises in the specific sectors surveyed. Due to the low sample sizes at national level, readers should be aware that the Member State level results are subject to a sampling error ranging from about ± 6.2% (where the national sample size is 250) to ± 8.2% (in countries with a sample size of 150). The sub-setting of the samples in various filtered questions further increases this range. Sampling errors for the EU level data are, however, much smaller; i.e. less than 2% for the total EU sample (depending on the question). A technical note explaining the manner in which Gallup and its partner institutes conducted the survey is attached in the annex. It provides further details on the interviewing methods employed, the sampling techniques used and the statistical margins of error. page 5

6 Flash EB N o 320 European Contract Law, B2B Main findings Main barriers of cross-border transactions Enterprises are faced with various barriers that interfere with their ability to trade cross-border with other businesses. These barriers may be practical (such as language barriers or means of delivery) as well as legal, e.g. related to the contract law applied in such transactions. According to the reports of managers of the surveyed enterprises, issues related to diverse contract law environment were almost as important as some other issues that may be barriers to (a heavier) involvement in cross-border trade. While non-contract law-related problems (the most important being tax regulations with 38% and formal requirements like licensing with 36%) scored slightly higher than any of the contract law-related obstacles. 35% of respondents said that difficulties in finding out about the provisions of a foreign contract law was an obstacle which impacted upon their decision to sell cross-border, 31% considered it an obstacle to obtain legal advice on foreign contract law and 30% considered it difficult to agree on the applicable foreign contract law. Contract law as a barrier to trading cross-border Among potential obstacles to cross-border trade, the survey specifically enquired about the extent (if any) to which each of the following contract law-related barriers had impacted their cross-border business-to-business trade: 1. Difficulty in agreeing on the applicable foreign contract law; 2. Difficulty in finding out about the provisions of a foreign contract law; 3. Problems in resolving cross-border conflicts, including costs of litigation abroad, and 4. Obtaining legal advice on foreign contract law About half (49%) of the companies surveyed in the EU indicated that at least one of the above listed potential barriers had at least some even if minimal impact on their cross-border activity. About one in six of the surveyed enterprises (16%) indicated that at least one of these factors had a big impact, another 16% felt at least some impact and 17% confirmed at least a minimal impact of any of the contract law-related problems tested. Contract law-related issues posed a barrier more or less equivalent to the practical difficulties of trading with other businesses cross-border (the latter being language problems, issues with cross-border delivery and after-sales maintenance). Tax regulations and the need to comply with formal requirements were less significant barriers of being involved in cross-border B2B transactions compared to contract law-related and practical difficulties. Companies only interested in cross-border trade are dissuaded from cross-border trade to a much greater extent than those already trading cross-border. 64% and 66% in this group said that contract law and practical obstacles had at least a minimal impact on their cross-border trade compared to 48% and 54% companies trading cross-border currently. In the segment of those only planning to participate in cross-border trade, heavy concerns related to contract law problems exceeded those related to practical obstacles (great barrier: 33% vs. 27% respectively). page 6

7 Flash EB N o 320 European Contract Law, B2B Contract law-related concerns were in fact hindering businesses from cross-border trade, at least to some extent. Most companies (64%) stated that contract law-related barriers at least occasionally (i.e. not very often ) deterred them from doing such business. Only 33% of those who reported an impact of contract law-related barriers indicated that such problems were not preventing them at all from engaging in cross-border transactions. The contract law-related problems typically occurred together with other obstacles companies were facing when trying to trade cross-border. Overall, only 3% of the surveyed enterprises cited contract law-related obstacles having at least a minimal impact on their cross-border trading, and reported at the same time no other problems interfering with their ability to carry out transactions with other EU countries. European Contract Law The majority (60%) of the surveyed enterprises had the impression that their own national contract law applied to most of the transactions that they were engaged in across EU borders. About one in seven (14%) assumed that most transactions were under the jurisdiction of the other party s national law. The proposition to adopt a single EU contract law that could replace or supplement national contract laws in cross-border transactions was strongly favoured by the surveyed enterprises. At the EU level, 7 in 10 companies would choose the jurisdiction of an EU contract law if it existed (30% were very likely, 40% just likely to use it). Overall, one in five companies indicated that they would be unlikely to choose the aforementioned single European contract law to govern their transactions (12% were unlikely and 8% very unlikely ); 10% had no opinion. A majority of the surveyed enterprises (52%) preferred the situation where such a single European contract law would replace the national contract law. About four in ten surveyed enterprises (38%) favoured an optional EU contract law, 13% thought that such a law should be available for the companies as an option for their crossborder transactions, while 25% felt that the best solution would be an optional EU contract law equally applicable in domestic and cross-border transactions. One in 10 managers could not or would not answer this question. A third of the surveyed enterprises (35%) were positive about the anticipated effects of adopting a single European contract law. Roughly 1 in 10 (9%) at the EU level said that the option to choose the European contract law for business-to-business cross-border transactions would increase their related activities a lot and a further 25% estimated that this would increase their cross-border activities a little. Most enterprises, however, felt that the adoption of a single European contract law that could be selected to govern cross-border contracts would not change the volume of their cross-border activities (54%). The main beneficiaries of such an EU contract law would be those companies that were only considering becoming involved in cross-border trade: the majority (52%) of these enterprises assumed that as a result of such legislation their cross-border activities would increase (22% said it would increase a lot, 30% that it would increase a little). page 7

8 1. Company background 1.1 Company characteristics This survey interviewed enterprises 2 that were either involved or interested in becoming involved in cross-border business-to-business transactions (see below) and active in certain economic sectors. Initially, we describe the companies at the EU level that are either active or interested in cross-border business-to-business trade. Clearly, cross-border trading with other businesses within the EU is not restricted to larger enterprises: the vast majority of companies that confirmed that they were currently involved or interested in becoming involved in cross-border business-to-business trade were micro-enterprises (79% on average across the EU, led by 89% in Malta, 88% in Finland and 87% in Portugal). Company size in terms of number of employees MT FI PT BG EL IT CY IE RO BE SI EU27 NL DE ES FR SE EE UK AT DK PL SK HU LV CZ LT LU D1. How many employees do you have in your company? Base: all companies, % by country The overall proportion of small enterprises (10-49 employees) in the weighted EU sample was 16%, with the medium and large segments being represented by 5% of the overall sample. Enterprises with at least 10 employees were most likely to be represented in the study s sample in Luxembourg (36%) and Lithuania (33%). Those who were only interested in conducting cross-border B2B trade were more likely to be microenterprises (86%) and only 1% in this group had more than 50 employees 13% were small enterprises (a country breakdown of this information is not available due to the low number of those only interested in such trade among the sampled enterprises). 2 screened from a total population of all enterprises in the following activity sectors: manufacturing, wholesale and retail trade, accommodation and food services, information and communication, and financial and insurance activities page 8

9 As for the turnover of the enterprises, the majority (54%) did not provide data for our interviewers. In order to assess more complete results, we added the missing turnover figure from the sample lists, where available (the sample lists themselves may or may not have contained turnover figures, and even in the countries where this is generally available, in many instances this information was not provided), thereby decreasing the rate Company size in terms of turno ver of missing information to 45%. The chart shows the proportions of the various company sizes, by turnover, Up to 1 million euro after the addition of this auxiliary data More than 1 million and up to 2 million euro More than 2 million euro and up to 10 million euro More than 10 million euro DK/NA D 2. What was your co mpa ny s turno ver in 2 009? Base: all companies, % EU27 Most enterprises interviewed corresponding to the fact that they were predominantly micro-enterprises had an annual turnover of less than 1 million euros (35%). Of the surveyed enterprises, 7% had a turnover of 1-2 million, 9% had a turnover of 2-10 million euros and 5% reported a turnover greater than 10 million in Annex Table 4a shows this information by EU Member State; however, the most pronounced difference was seen in the actual availability of turnover information. Looking at those who did provide their 2009 turnover figures (or where it was available from the sampling frame), the distributions in each country were similar to the EU figure: most enterprises in each country belonged to the lowest income segment. Largest product categories in companies sales Products from the engineering sector, e.g. machinery Clothing, footwear and accessories (including jewellery and cosmetics) Food and drinks Furniture, furnishings and decoration (including doit-yourself goods and maintenance products) Cars, motor vehicles and parts Household appliances, electronic goods and information technology goods 6 7 Leisure goods (ex. books, audiovisual material, toys...) Digital products 4 4 Financial and insurance services 1 Other goods 29 D3. Which of the following product categories is the largest in your sales? Base: all companies, % EU27 When asked about the dominant product categories offered, most surveyed enterprises indicated they were selling some kind of machinery (15%), 12% were mainly involved in the sales of clothing and footwear, 11% traded in food and drinks and 10% were selling furniture and decoration. Less than 1 in 10 companies in the sample were selling cars and related parts (7%), household appliances (6%), leisure goods (4%), digital products (4%) and just 1% of enterprises were primarily selling financial page 9

10 services. Many enterprises involved in cross-border trade specified another product category that they were primarily selling (29%). Only a quarter of the surveyed enterprises were mainly on the recipient side of business-to-business transactions (either domestic, or cross-border): 25% indicated that they were mainly buying products or services from other companies. The vast majority (75%) reported significant sales activity with business clients: 45% indicated that they were equally involved in buying and selling with business partners, and 30% indicated that they were predominantly selling to other enterprises. The compositions of the national samples showed major differences in this regard those primarily active as buyers were most frequently seen in France (45%), while less than 1 in 10 enterprises indicated that they were mainly buying, in such relationships, in Hungary, Bulgaria and Latvia (8%-9%). The largest shares of enterprises that considered themselves as predominantly sellers in business-to-business transactions were seen in Italy (45%) and the Netherlands (40%). See Annex Table 6a for more details at a country level. Differences according to business characteristics were most pronounced in the category of those who mainly participated as buyers in cross-border transactions: the proportions of these were well below the average in the medium-to-large segment (13%), among those who only offered distance sales methods in their regular business (17%), and those who were trading with four or more countries (16%); see Annex Table 6b. Most enterprises offered in-premises sales for their clients (59%), but many were selling via distance methods: 39% offered the opportunity to buy products by phone or mail order, 36% sold online and 23% were involved in door-to-door selling or other out-of-premises Type of sales channels used sales (i.e. at trade fairs, markets, etc.). In-premises sales 59 Overall, 65% of the surveyed enterprises were offering their products via some kind of out-ofpremises ( distance ) sales channel: these were mainly seen in Estonia (84%), the UK (81%), Hungary (79%), Ireland and Spain (both 78%). Are you mainly involved in B2B transactions as a buyer o r a seller? 45 0 Phone, po st and o ther m eans of distance communication Mainly as a buyer Mainly as a seller E qual involvement as a buyer and as a seller DK/NA D4. Are you m ainly involved in business-to-business transactions as a b uyer o r a seller? Base: all compan ies, % EU27 Internet Do orst ep selling a nd other out of premises channels DK /NA D5. Which of the following sales cha nnels do you use? Base: all companies, % EU27 39 page 10

11 Companies using distance sales channels EE UK HU IE ES FI PL CZ DK NL SI LT DE LU FR EU27 SK LV BE AT SE MT EL PT BG RO CY IT Note: proportion of companies that were using at least one ditance sales channel (incl. via the Internet, by phone, post and other means of distance communitcation, doorstep selling and other out-of-premises channels) D5. Which of the following sales channels do you use? Base: all companies, % by country The least likely to offer off-premises sales opportunities to potential customers were Italian and Cypriot companies (both 48%) together with those interviewed in Romania (54%). Those who were currently trading cross-border were more likely (65%) than those who were only planning to do so (59%) to use distance sales channels. The direct relation between the propensity of cross-border trading and the availability of distance sales opportunities was further supported by the fact that those companies that traded with more countries (4+ countries) were significantly more likely to use offpremises sales methods (74%) compared to those who only traded with one other country (60%). Among the companies in the study sample, sales over the Internet were most frequently offered by British and Estonian firms (both 56%), but also by about half of the companies in the Czech Republic and the Netherlands (both 54%), Poland and Ireland (both 49%). On the other hand, only 11% in Cyprus and 15% in Greece were selling online. Companies sales channels: the Internet EE UK CZ NL PL IE FI LT SI BE DK LU DE HU SE SK EU27 FR AT ES BG MT RO PT LV IT EL CY D5. Which of the following sales channels do you use? Base: all companies, % by country The availability of online sales was not related closely to the size of the enterprises; however, small enterprises were more likely 40% at the EU level to offer such sales channels, compared to microand larger enterprises (35% in both categories offered Internet sales); see also Annex Table 7b.There was an evident relationship between selling over the Internet and the intensity of cross-border trade: those who made transactions with businesses in at least four other EU Member States were almost twice as likely (46%) to have Internet sales than those who were not currently trading cross-border (27%). page 11

12 Overall, the proportion of those enterprises that only offered in-premises sales remained below half of the interviewed businesses in most Member States; on average, 34% of those surveyed had no offsite sales. This peaked in Italy and Cyprus (both 51%), while it was very atypical in Estonia (16%), the UK (18%) and Hungary (19%). Type of sales channels used In-premises sales only Distance sales methods only Both IT CY RO PT BG MT EL SE AT BE LV FR SK EU27 LU DE SI NL LT DK PL CZ FI ES IE HU UK EE D5. Which of the following sales channels do you use? Base: all companies, % by country The proportion of companies that were only offering distance sales channels was high: 41% at the EU level only offered out-of-premises sales options to their customers. The countries where the proportion of such companies was the highest were the Czech Republic (52%), Germany (50%), Latvia, Estonia (both 49%) and Denmark (48%). page 12

13 1.2 Involvement in cross-border trade Predominantly, the surveyed enterprises had previous experience in either buying or selling crossborder: 92% were currently trading cross-border, while 8% indicated they were interested in trading with companies from other EU Member States. These proportions varied slightly between countries, but the samples primarily consisted of enterprises with current cross-border trading experience. Involvement in cross-border trade 100 Currently involved Interested in being involved DE LU AT IE SE SK UK FR NL PT IT DK LT BE SI CZ EU27 EL MT PL EE HU LV FI ES BG CY RO D02. Which of the following statements correspond to your situation? Base: all companies, % by country The countries where companies were the least likely to be actually involved in selling or buying cross-border were Romania (67%), Cyprus (74%) and Bulgaria (82%). Those companies that were only interested in cross-border sales were most often found among microenterprises and those who only had in-premises sales; generally, however, the picture was similar to the EU average in each business segment (see Annex Table 1b. for details). As for the number of countries that the sampled companies were trading with, about a third (34%) traded currently with enterprises (or final consumers) in two or three Member States, 32% were trading with at least four countries and 23% were just serving / making purchases from one other Member State. About 1 in 15 (8%) were only trading domestically (but were still interested in cross-border transactions). Trading with more than three countries was most typical of German enterprises: 46% said they were doing this. Swedish Number of EU countries where companies make cross-bor der t ransactio ns Domest ic trade only DK /NA D 6. Besid es [COU NT RY], in ho w m an y oth er EU cou nt ries d o you currently m ake cross-border transactions? Base: all compan ies, % EU27 page 13

14 (43%), Danish and Luxembourgish (both 40%) and Austrian and British (both 39%) companies were also well above the average in this regard. On the other hand, in Portugal for example, a rather large number of enterprises indicated that they only traded with one other country (43%) and the proportion of such companies was also fairly high in Italy, Ireland (both 30%). Number of EU countries where companies make cross-border transactions 100 Number of countries: DE SE DK LU AT UK NL EE FR SI IE PL LT CZ EU27 BE FI SK EL ES HU MT IT LV PT CY BG RO D6. Besides [COUNTRY], in how many other EU countries do you currently make cross-border transactions? Base: all companies, % by country Trading with many (at least four) Member States was mainly characteristic of medium and large enterprises (62% of those with at least 50 employees dealt with businesses from at least four other EU countries), and those offering online sales were also significantly more likely than the average to trade with businesses in more than three Member States (41%, see Annex Table 8b). page 14

15 2. Barriers to cross-border trade Enterprises are faced with various barriers that interfere with their ability to trade cross-border with other businesses. These barriers may be practical (such as language barriers, after-sales services or means of delivery) as well as legal e.g. related to the contract law applied in such transactions. In order to explore the extent to which each of these factors plays a role in preventing businesses from trading with one another across national borders within the EU, the survey asked the following question: What impact do the following potential obstacles have on your decision to sell / purchase across-border to / from businesses from other EU countries? (Large impact, some impact, a minimal impact, no impact); A - Language (communication problems, translating documents, etc.) B - Difficulty in agreeing on the foreign applicable contract law C - Difficulty in finding out about the provisions of a foreign contract law D - Cultural differences E - Tax regulations F - Formal requirements e.g. licensing, registration procedures G- Problems in resolving cross-border conflicts, including costs of litigation abroad H - Obtaining legal advice on foreign contract law I - Problems with cross-border delivery J- After-sales maintenance abroad Items B, C, G and H in the above list were directly related to the contract law applied in such transactions. Items A, I and J will henceforth be referred to as practical obstacles. Impact of potential obstacles on companies decision to sell or purchase cross-border Large impact Some impact Minimal impact No impact DK/NA Tax regulations Formal requirements e.g. licensing, registration procedures Difficulty in finding out about the provisions of a foreign contract law Language (communication problems, translating documents, etc.) Problems with cross-border delivery Problems in resolving cross-border conflicts, including costs of litigation abroad Obtaining legal advice on foreign contract law After-sales maintenance abroad Difficulty in agreeing on the foreign applicable contract law Cultural differences Other Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Base: all companies, % EU27 Graph sorted by any impact page 15

16 A number of managers identified problems with several of the listed barriers; all the listed obstacles had an impact ranking in the same order of magnitude: from 38% for tax regulations to 25% for the lowest rank obstacle- cultural differences. Very few managers added spontaneously other obstacles to the proposed list, which may indicate that the most important systemic obstacles were covered by the former items of the questionnaire. Most managers indicated tax regulations as a barrier (38% reported at least a minimal impact). Issues with formal requirements of entering a foreign market (registration, licensing, etc.) was the second most widespread concern (at least a minimal impact, 36%. The third largest problem was obtaining information about a foreign contract law applicable to their transactions (35% said that this had an at least minimal impact on their trading activity). Language problems affected such transactions for 34% of companies. The same applies to problems with cross-border channels of delivery. About 3 in 10 respondents felt that resolving cross-border conflicts, obtaining legal advice regarding foreign contract law, after-sales maintenance issues, and difficulties in agreeing on the applicable foreign law had some impact on their cross-border trading. Cultural differences within the EU were considered to be the least troublesome; only 25% felt that this had at least a minimal impact on their operations. (See also Annex Tables 10-19). Overall, these factors affected the cross-border activities at least to some extent of most of the surveyed enterprises. At the EU level, 80% of companies confirmed that at least one of the proposed obstacles had at least a minimal impact on their trading with businesses in other EU countries. The least likely to say this were managers of Slovak (53%), Hungarian (65%) and Spanish (67%) companies, but even in these countries the clear majority felt that at least one of the listed barriers adversely affected their cross-border trade. Contract law in cross-border trade 100 A great barrier A medium barrier A small barrier An unimportant barrier EL PL SI DE PT CY IE BE UK EU27 DK LT SE NL CZ AT BG LU FR LV EE IT FI RO HU ES MT SK Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Categories were created on the basis of the following obstacles: Difficulty in agreeing on the foreign applicable contract law or Difficulty in finding out about the provisions of a foreign contract law or Problems in resolving cross-border conflicts, including costs of litigation abroad or Obtaining legal advice on foreign contract law Base: all companies, % by country As mentioned, four items the survey asked about were related to problems with the use of contract law sanctioning cross-border transactions. About half, 49% of the companies surveyed in the EU page 16

17 indicated that at least one of these four items had at least some even if minimal impact on their cross-border activity 3. About one in six of the surveyed enterprises (16%) indicated that at least one of the factors was having a big impact, another 16% felt at least some impact and 17% confirmed at least a minimal impact of one of the contract law-related problems tested. However, the majority, 51%, claimed that none of these obstacles had any impact on their operations. Greek companies were the most likely to indicate that contract law-related barriers affected their cross-border activity to any extent: 75% of Greek enterprises and at least half of the enterprises in Poland (59%), Slovenia (54%), Germany (51%), Portugal, Cyprus, Ireland, Belgium and the UK (50% each) indicated that at least one of these barriers had an impact on their inter-eu business-tobusiness trading. On the other hand, 68% of companies in Slovakia, 67% in Malta and 61% in Spain, felt that contract law-related difficulties having no impact at all. As the graph below clarifies, contract law-related issues posed a barrier more or less equivalent to practical difficulties of trading with other businesses cross-border (the latter being language problems, issues with cross-border delivery and after-sales maintenance). The surveyed enterprises surveyed felt that the two types of obstacles were problematic to similar degrees, however practical concerns were slightly more often mentioned than those related to contract law (54% vs. 48% among those who were currently trading indicated that these had at least a minimal impact, respectively). Barriers to cross-border trade Currently involved in cross-border trade Interested in being involved in cross-border trade Contract law related obstacles Practical obstacles Tax regulations Formal requirements Contract law related obstacles A great barrier A medium barrier A small barrier An unimportant barrier Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Base: all companies, % EU27 Those who were only considering involvement in such transactions were more likely than those who were currently trading to say that these potential barriers had at least a minimal impact on their decision to sell/purchase cross-borders, in each distinct dimension tested. In other words: companies only interested in cross-border trade were dissuaded from cross-border trade to a much greater extent than those already trading cross-border. 64% and 66% in this group said that contract law and 3 Note that for this analysis the answer categories were recorded as follows: great barrier: At least one of the contract law-related obstacles was considered to have a big impact medium barrier: At least one of the obstacles was considered to have some impact (but none had a big impact) small barrier: At least one of the obstacles was considered to have a minimal impact (but none had a big or some impact) unimportant barrier: None of the obstacles in the category had even a minimal impact. page 17

18 practical obstacles had at least a minimal impact on their cross-border trade compared to 48% and 54% companies trading cross-border currently. In the segment of those only planning to participate in cross-border trade, heavy concerns related to contract law problems exceeded those related to practical obstacles (great barrier: 33% vs. 27% respectively). These companies were roughly twice as likely as companies already engaged in cross-border trade to see each of the four categories as great barriers to trade. Compared to contract law-related and practical difficulties, tax regulations and the need to comply with formal requirements were less significant barriers to being involved in cross-border B2B transaction. This was true regardless of whether the company was already trading or was only planning on it 4. It must also be noted that contract law-related problems were typically not standalone issues they typically occurred together with other obstacles companies faced when trying to trade cross-border. Overall, only 3% of the surveyed enterprises cited contract law-related obstacles having at least a minimal impact on their cross-border trading, and at the same time reported no other problems interfering with their ability to carry out transactions with other EU countries. When looking at the relative burden imposed by contract law and practical difficulties by Member State, the opinions are somewhat more mixed. In most countries, the proportion of those affected by contract law problems was slightly lower than those who were affected by practical difficulties. However in a number of countries practical and contract law-related issues had affected (at least to some extent) the same proportion of businesses (in the Czech Republic, Cyprus, Latvia, Portugal, Romania, Slovenia and Slovakia results were within the margin of error). In Greece and Hungary contract law-related problems were considered more likely to affect cross-border trade than practical difficulties (the difference was 4 percentage points in Greece and 5 percentage points in Hungary). In all countries, tax regulations and the need to comply with formal requirements were less significant barriers of being involved in cross-border B2B transactions compared to contract law-related and practical difficulties. (% of "at least a small barrier") Contract lawrelated obstacles Practical obstacles Formal requirements Tax regulations EU Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Note that tax regulations and formal requirements were presented as individual items in the questionnaire but these are likely to consist of a number of issues (e.g. indirect taxes, direct taxes, needs to familiarise with tax regulations, need to adapt to different reporting requirements etc.) From a methodological point of view, it is possible that the aggregated impact of each of these would these have been asked separately could have been higher than the currently recorded value. page 18

19 (% of "at least a small barrier") Contract lawrelated obstacles Practical obstacles Formal requirements Tax regulations Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom As the table below illustrates, the proportion of those who felt that some of the contract law-related issues affected them was lower across segments than the proportion of those who felt that some of the practical difficulties applied. Tax regulations and formal requirements, as standalone burdens, were less troublesome for businesses in each segment. (% of "at least a small barrier") Contract lawrelated obstacles Practical obstacles Tax regulations Formal requirements NUMBER OF PERSONS EMPLOYED INVOLVEMENT IN CROSS-BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries page 19

20 ONLINE/E-COMMERCE Yes No INVOLVED IN B2B TRANSACTIONS AS A BUYER OR A SELLER Mainly as a buyer Mainly as a seller Equal involvement as a buyer and as a seller Overall, there were only small differences between business segments when it came to the contract law problems in cross-border trade. Roughly half of the companies (46%-58%) in each segment felt that the problems related to different contract laws in each Member State posed difficulties at least to a minimal extent. The overall picture rather homogeneously suggests that most enterprises were somewhat affected by these, but they were not often considered as great barriers. The only exceptions were, as discussed above, companies that indicated interest in cross-border trade but reported no current activity. Here respondents were more concerned about contract law-related issues than the average: 33% of companies in this group indicated that these issues would have a big impact on their cross-border activities. The least concerned about contract law issues were companies that only offered inpremises sales (i.e. no crossborder sales: 54% in this group felt that contract law-related problems had either no impact on their cross-border transactions) and those who traded with only one other country (59%). Conversely, those who were involved in distance sales and those who traded with more countries were more concerned about these issues. CONTRACT LAW-RELATED OBSTACLES a great barrier a medium barrier a small barrier an unimportant barrier NUMBER OF PERSONS EMPLOYED INVOLVEMENT IN CROSS-BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries ONLINE/E-COMMERCE Yes No INVOLVED IN B2B TRANSACTIONS AS A BUYER OR A SELLER Mainly as a buyer Mainly as a seller Equal involvement as a buyer and as a seller page 20

21 Impact of potential obstacles on companies decision to sell or purchase crossborder Currently involved in Interested in being involved cross-border trade in cross-border trade Tax regulations Formal requirements e.g. licensing, registration procedures Difficulty in finding out about the provisions of a foreign contract law Language (communication problems, translating documents, etc.) Problems with cross-border delivery Problems in resolving cross-border conflicts, including costs of litigation abroad Obtaining legal advice on foreign contract law After-sales maintenance abroad Difficulty in agreeing on the foreign applicable contract law Cultural differences Other Large impact Some impact Minimal impact No impact DK/NA Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Base: all companies, % EU27 Graph sorted by any impact A more detailed look at the segment of companies only considering to be involved in cross-border B2B trade compared to current traders reveals that companies interested in cross-border trade are significantly more affected by all the listed obstacles than the current traders segment. Most of the obstacles are also 2-3 times more likely to create a large impact for companies interested in crossborder trade than for current traders. The barrier that had the largest impact for companies interested in cross-border trade was anticipated problems with resolving cross-border conflicts, which underlines a significant disparity between the anticipations of companies only interested (a large impact for 20%), and the experiences of those who were already involved in cross-border trade (a large impact for 8%). The rank order of the problems in two groups is however very similar to the overall picture (dominated by those who were currently trading, who made up the majority of the samples in each Member State, see section 1.1). The only individual concern where those only planning to be involved in cross-border trade were less concerned (relatively speaking, compared to other issues) than current traders was the aspect of cross-border delivery which ranked the second lowest in this segment. Another important observation is that only a minority (i.e. less than 50%) attributed no importance with regard to each but one of the individual barriers (the exception was cultural differences which even among those without a direct experience in cross-border trade with other businesses was dismissed as unimportant by the majority, 57%). The proportion of those who lacked an opinion on this question (considering all items) was systematically higher among those who were not currently involved in cross-border B2B trade. page 21

22 2.1 Contract law-related barriers This section looks at the four contract law-related barriers tested by the survey individually. Difficulty with agreeing on applicable contract law (which is subject of agreement among parties in B2B transactions) had the greatest impact on cross-border operations of enterprises surveyed in Greece: 16% in this country indicated that this problem had a large impact on their cross-border operations, and 44% indicated at least minimal impact. The proportion of those who were at least minimally burdened by this aspect was relatively high in Poland (38%), the UK (35%) and Slovenia (35%). Impact of potential obstacles on companies decision to sell or purchase cross-border Difficulty in agreeing on the foreign applicable contract law Large impact Some impact Minimal impact No impact DK/NA EL PL UK SI LU BE EU27 IE IT CZ FI DE EE NL BG DK LT ES PT FR AT SE CY RO LV SK HU MT Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Base: all companies, % by country Graph sorted by any impact The most likely to state that such problems impacted their cross-border trading (even if minimally) were enterprises of at least medium size (44%), those who did not have direct trading experience (but were interested in it). In the latter group the proportion of those who felt this was a great barrier reached 14% and only 38% said it had no impact (18% had no opinion, see Annex table 11b.) Difficulties in finding information about provisions of foreign contract law was once again a widespread problem in Greece (26% indicated that this had a big impact on their operations, and 64% in this country reported at least a minimal impact), and above average results were detected in Poland (where 42% had problems with clarifying the terms of foreign contract law), Slovenia (42%) and Germany (38%). page 22

23 Impact of potential obstacles on companies decision to sell or purchase cross-border Difficulty in finding out about the provisions of a foreign contract law Large impact Some impact Minimal impact No impact DK/NA EL PL SI DE DK UK CY EU27 BE IT PT AT LT SE EE IE NL HU FI LU CZ RO BG ES FR LV SK MT Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Base: all companies, % by country Graph sorted by any impact As to enterprise segments, the opinions are fairly similar to those outlined in the previous instance: medium-to-large enterprises (44%) but especially those who were only interested in being involved in cross-border trade (51%) felt any impact of this potential barrier. On the other hand, those who were trading with one other country only were least affected (65% claimed no impact). See Annex table 12b for more details. Impact of potential obstacles on companies decision to sell or purchase cross-border Problems in resolving cross-border conflicts, including costs of litigation abroad Large impact Some impact Minimal impact No impact DK/NA EL PL BE FR LU UK SI EU27 DK IE IT AT CY PT DE NL CZ SE ES MT FI RO LT HU EE BG LV SK Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Base: all companies, % by country Graph sorted by any impact Costs and other problems related to cross-border litigations impacted the cross-border B2B trading activities of Greek companies the most. 25% of the enterprises surveyed in Greece felt that this had a big impact on their cross-border activities, and 51% felt at least minimal impact. Polish (36%), Belgian and French (both 34% 5 ) enterprises also expressed such concerns more frequently than firms in other Member States. 5 note that for France the figures nominally add up to 35% on the chart, due to rounding page 23

24 As to enterprise segments, those who were not currently involved in cross-border trade (only interested: 48%) and those of at least medium size (40%) were most likely to report an impact of this burden. Those trading with one other country only were the least concerned (68% felt no impact, see Annex table 16b.). Greek managers were most likely to express grave (as well as some ) concerns about the costs of legal advice related to national differences in contract law. 18% felt this had been a great barrier for them and over half (52%) felt that this burden impacted their respective activities at least minimally. Polish (41%), British and Slovenian (both 39%) managers were also more concerned about this problem (indicating that it had at least a minimal impact) than their colleagues from other Member States. Impact of potential obstacles on companies decision to sell or purchase cross-border Obtaining legal advice on foreign contract law Large impact Some impact Minimal impact No impact DK/NA EL PL UK SI IE BE PT NL EU27 EE LU BG CY LT DK DE RO SE ES CZ IT AT FR FI HU LV MT SK Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? Base: all companies, % by country Graph sorted by any impact According to company segments the previously described pattern prevails: those only interested in cross-border activities and those employing at least 50 people were the most likely to feel an impact (46% and 40%, respectively), and those trading with only one other country were the least likely to be affected (70%). (See Annex table 17b.) page 24

25 2.2 Contract law-related barriers blocking cross-border trade? Focusing on enterprises that claimed to be affected by one or more of the contract law-related potential barriers of international trade within the EU, the majority (64%) claimed that such barriers at least occasionally deterred them from doing such business. Only 3% of these companies said that these problems completely deterred them from trading cross-border ( always ). 12% indicated that such concerns significantly decreased their cross-border activity (that they were often deterred from cross-border activities), 49% said these obstacles occasionally (i.e. not very often) discouraged them from cross-border trade, while 33% said that such problems were not preventing them at all from engaging in crossborder transactions. Micro-enterprises, affected by issues related to cross-border contract law, were more likely to indicate that such problems did prevent them from doing such business: 16% in this segment reported that they were always or frequently deterred from cross-border activities for such reasons, as opposed to 11% among small, and 6% among medium and large firms. Nevertheless, across all segments the most How often did these obstacles deter yo u from conducting cr oss-border transactions? widespread opinion was that it had happened occasionally ( not very often ). Heavier involvement in cross-border business increased the likelihood that companies had infrequent problems rather than no problems at all: those who were trading with at least four other countries were more likely to indicate that such problems did occasionally ( not very often ) deter them from doing cross-border business (56%) compared to those who were only trading with one other country (43%), while members of the latter group were more likely to state that such issues never prevented them from doing business (38% versus 31% among those who traded with more than four countries). It should be remembered that these were only those companies that already reported any problems related to contract law in their within-eu business-to-business transactions, for more details see Annex Table 21b Always Often Not very often Never DK/NA Q3. You said that some issues relating to contract law have an impact on your cross-border business-to-business tran sactio ns. How often d id th ese ob sta cles d eter you from conducting cross-border transactions? Base: companiesstated that issues relating to contract law h ave an impact on their cross-border B2B transactions, % EU27 page 25

26 Results also varied somewhat between Member States, primarily in the proportion to which managers indicated that such barriers caused minor disturbances (that they were not very often deterred from doing business cross-border due to these issues), or that these issues did not affect their cross-border operations at all. In all countries, at least 43% of those reported problems related to varying contract law across countries were at least occasionally deterred from conducting cross-border transactions due to the such obstacles. These obstacles had the most significant effect in Luxembourg, Estonia, Italy, Greece and Poland where more than 70% were deterred (at least occasionally from cross-border trade) due to this reason. How often did contract-law related obstacles deter you from conducting crossborder transactions? Always Often Not very often Never DK/NA LU EE IT EL PL BE AT CY EU27 DE ES MT HU LT IE CZ UK PT DK SI FR LV NL BG RO SE SK FI Q3. You said that some issues relating to contract law have an impact on your cross-border business-to-business transactions. How often did these obstacles deter you from conducting cross-border transactions? Base: companies stated that issues relating to contract law have an impact on their cross-border B2B transactions, % by country Graph sorted by blocking barrier to any extent page 26

27 3. Contract law As the above analysis shows, contract law is one component in the set of barriers that enterprises are faced with when engaging in cross-border trade with other companies. This section discusses the current contract law that typically governs the transactions of enterprises engaged in within-eu crossborder transactions with other businesses, the enterprises opinion about contact law and the preferred model of a single European contract law; in addition, it reviews their expectations regarding the catalysing effect of such a regulatory environment on cross-border business activities in general. Key results in brief: The vast majority of the surveyed enterprises surveyed believed that their own national laws governed their cross-border contracts. Nevertheless, businesses were strongly in favour of introducing a single EU instrument, especially if it completely eliminated national variations in this regard. Some surveyed enterprises also expected that the possibility of choosing a single European contract law would probably facilitate their cross-border activities. 3.1 Contract law currently applied Cross-border business transactions are typically governed by the national contract law of the seller or buyer. When asked, 60% of managers thought that the transactions they conducted with other businesses located elsewhere in the EU were most often governed by their own national contract law. About one in seven (14%) assumed that most transactions were under the jurisdiction of the other party s national law, while a mere 1% thought that the transactions that they were mostly involved in were governed by the contract law of a third country. Roughly 1 in 10 (9%) of surveyed enterprises indicated that some international conventions or the UNIDROIT principles were applicable to most transactions that they were involved with. Importantly, almost one in five respondents could not Contract law that most often governs companies B2B cro ssborder transactions in the EU meaningfully answer this question: 17% said they could not or would not answer this question. The results across business segments were fairly balanced at the EU level, as Annex Table 9b shows. The most striking but nevertheless not surprising difference was that a very high proportion of those who were not currently trading cross-border could not answer the question (42%). The majority in each segment had the impression that their own national contract law applied to most of the transactions that they were engaged in across EU borders; those companies that were typically 60 The national contract law of [C OUNTR Y] The national contract law of the country whe re the other party is based The national contract law of a third country Co nt ra ct laws no t relat ed to any particular country e.g. interna tional conv entions or UNIDROIT principles DK/NA Q1. Which contract law most often governs your business-to-business crossborder t ransactions in the EU? Base: all companies, % EU27 page 27

28 buying from other businesses, and were less likely to sell to other businesses, were most likely to state that the contract law of the other party s country applied to most transactions (20% compared to 10% of those companies that were typically selling in business-to-business transactions). Furthermore, the companies that only offered in-premises sales were somewhat more likely than others to state that their national law applied to the contracts that they might have cross-border (63% versus 58% of those who offered distant sales opportunities). However, those nuances did not significantly change the perspective of the overall message: most enterprises involved in cross-border trade within the EU thought that usually their own national contract law applied to these transactions. While there were notable variations between countries, in each Member State more managers tended to assume that the national contract law governed the greatest proportion of their cross-border transactions, usually by a high margin. The law of a third country was not thought to govern crossborder transactions to any significant extent in any Member State. However, the feeling that international conventions applied varied greatly between countries, from a mere 4% in Germany and Italy to roughly a quarter of companies in Finland, Estonia and Lithuania (24%, 24% and 26%, respectively). There was a similarly high variance in the proportion of those who could not tell which contract law applied to most of their cross-border transactions: as many as 45% in Malta, 32% in Sweden and the UK could not tell which law applied to (most of) their cross-border transactions. Contract law that most often governs companies B2B cross-border transactions in the EU The national contract law of [COUNTRY] The national contract law of the country where the other party is based The national contract law of a third country Contract laws not related to any particular country e.g. international conventions or UNIDROIT principles DK/NA DE IT LU SK ES AT FR CY HU EU27 BE CZ PT PL IE EE UK RO LV DK NL FI SI SE BG EL LT MT Q1. Which contract law most often governs your business-to-business cross-border transactions in the EU? Base: all companies, % by country page 28

29 3.2 Evaluation of the possibility of a single European contract law The proposition to adopt a single EU contract law that could replace or supplement national contract laws in cross-border transactions was strongly favoured by the surveyed enterprises. At the EU level, Lik elihood of using the European contract law for B2B EU cross-bo rder transact ions Very lik ely Likely Unlikely Very unlike ly DK/NA Q4. If you were able to choose, for your business-tob us in ess cr os s-b order tr ansa ctio ns w ith a par tner fr om another EU country one single European contract law, how likely would it be that you would use it? Base: all companies, % EU27 7 in 10 companies involved or interested in cross-border business-to-business transactions would choose the jurisdiction of an EU contract law if it existed (30% were very likely, 40% just likely to use it). Overall, one in five companies indicated that they would be unlikely to choose the aforementioned single European contract law to govern their transactions (12% were unlikely and 8% very unlikely ); 10% had no opinion. A relative majority, at least, in each Member State favoured a European contract law, indicating that they would be likely or very likely to use it rather than national laws in cross-border business-to-business transactions. Such an opinion was most widespread in Luxembourg (83%) and Slovenia (82%) but in a further 20 Member States (RO, HU, ES, CZ, SK, EL, CY, BG, FI, PL, DE, IT, PT, MT, LT, LV, FR, AT, SE, BE) at least 6 in 10 companies felt that EUlevel rules could provide a useful alternative over national contract laws that they were typically using. Hungarian companies were the most enthusiastic: 53% claimed that they would be very likely to use the European contract law, and similarly positive opinions were also widespread in Malta (48%) as well as in Slovenia (45%). Likelihood of using the European contract law for B2B EU cross-border transactions Very likely Likely Unlikely Very unlikely DK/NA LU SI RO HU ES CZ SK EL CY BG FI PL DE IT PT EU27 MT LT LV FR AT SE BE EE NL IE DK UK Q4. If you were able to choose, for your business-to-business cross-border transactions with a partner from another EU country one single European contract law, how likely would it be that you would use it? Base: all companies, % by country Graph sorted by very likely + likely responses page 29

30 The only Member State where more enterprises found it unlikely that they would choose European contract law was the UK: 25% indicated that it was very unlikely and 22% that it was unlikely that they would opt for the single EU code. A high proportion of respondents in Denmark (23%) and Sweden (20%) could not answer this question. LIKELIHOOD OF CHOOSING THE EU CONTRACT LAW IN CROSS-BORDER B2B TRANSACTIONS Very unlikely Unlikely Likely Very likely DK/NA NUMBER OF PERSONS EMPLOYED INVOLVEMENT IN CROSS-BORDER TRADE currently involved interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS with one other country with 2-3 other countries with 4+ other countries CONTRACT LAW IN CROSS-BORDER SALES a great barrier a medium barrier an unimportant barrier ONLINE/E-COMMERCE Yes No INVOLVED IN B2B TRANSACTIONS AS A BUYER OR A SELLER Mainly as a buyer Mainly as a seller Equal involvement as a buyer and as a seller As the table above shows, there was very little variance across business segments as to whether they would prefer a single European contract law, assuming this was available to them: the vast majority in each segment was either likely or very likely to adopt that jurisdiction for their cross-border contracts with other EU businesses. The segments where the opinions were most positive (leaning towards the very likely category) were those trading with many countries (four or more: 37%), and obviously those for whom the page 30

31 current contract law situation was seen to be a barrier. As many as 50% of those stating that the current obstacles related to contract law had a major impact on their cross-border activity claimed that they would be very likely to choose the EU contract law in international transactions; 35% of whom contract law issues inferred some difficulties were also very likely to adopt the single EU instrument (versus 24% of those who had minimal difficulties at most with the current diversity of national contract regulations). The appreciation of the initiative did not depend on company size, or any other factor: in every segment, only about one in five companies indicated that they would not be likely to choose the single EU contract law to govern their cross-border contracts with other businesses. The majority of enterprises preferred the situation where such a single European contract law would replace the national contract law applicable to domestic transactions as well. At the EU level, 52% of surveyed enterprises were in favour of a single European contract law replacing national contract laws, thereby eliminating the differences that may introduce problems in cross-border trade in the single European market. 38% favoured an optional instrument. 13% thought that such a law should be available for the companies as an option for their crossborder transactions, while 25% felt that the best solution would be an optional EU contract law equally applicable in domestic and cross-border transactions. One in 10 managers could not or would not answer this question. As Annex Table 25b clarifies, opinions barely Preferred contract law for B2B transactions if a European contract law was developed varied across business segments: most respondents in each one advocated the adoption of an EU contract law for cross-border and domestic transactions. Medium and large enterprises were the least likely to prefer that solution; however, even there, 44% of companies supported this solution. Member States, however, were more split in their opinions on this question: in 11 EU countries, an absolute majority supported a mandatory EU contract law that completely replaced the various national contract laws across the Union (the most prominent supporters were companies from Malta (70%), Italy (65%), Spain and Romania (both 57%), France, Greece and Cyprus (all 56%) and Portugal (55%). (See chart on the next page.) A European contract law that you could choose as an alternative to the national laws for your cross-border transactions only A European contract law that you could choose as an alternative to the national laws for both your cross-border and domestic transactions A common EU contract law replacing 27 national contract laws DK/NA Q7. If a European contract law was developed, what would you prefer for your business-to-business transactions? Base: all companies, % EU27 page 31

32 Preferred contract law for B2B transactions if a European contract law was developed A common EU contract law replacing 27 national contract laws A European contract law that you could choose as an alternative to the national laws for your cross-border transactions only A European contract law that you could choose as an alternative to the national laws for both your cross-border and domestic transactions DK/NA MT IT ES RO FR EL CY PT SK EU27 DK PL FI LU DE SI IE NL UK CZ SE HU BG BE AT LV EE LT Q7. If a European contract law was developed, what would you prefer for your business-to-business transactions? Base: all companies, % by country About half of the companies in Austria (52%) and Hungary (50%) supported the non-mandatory application of a single European contract law for both international and domestic transactions. In 16 Member States, at least four out of ten surveyed enterprises favoured an optional instrument, in seven more Member States around one out of three surveyed enterprises supported an optional instrument. A fairly high number of managers could not choose between the options offered: Sweden and the Czech Republic (both 19%), the Netherlands (20%), the UK (21%), and Lithuania (24 %.) Preferred contract law for B2B transactions if a European contract law was developed A European contract law that you could choose as an alternative to the national laws for your cross-border transactions only IT CZ DE AT SE HU SI LV BG EE BE FI IE LT EU27 SK ES LU NL DK FR EL UK CY PT PL RO MT A European contract law that you could choose as an alternative to the national laws for both your cross-border and domestic transactions AT HU PL BG LT BE EE EL SI PT LV UK RO LU DE FI NL IE SE EU27 DK CZ ES CY FR SK MT IT Q7. If a European contract law was developed, what would you prefer for your business-to-business transactions? Base: all companies, % by country An optional instrument applicable only to cross-border transactions was preferred by Italian (19%), Czech (18%), German and Austrian (17% both) enterprises the most, and by Maltese (3%), Romanian (5%) and Polish (7%) enterprises the least. A similar optional instrument that could be chosen for page 32

33 domestic as well as cross-border transactions was most favoured by Austrian (35%), Hungarian (34%), Polish (34%) and Bulgarian (34%) enterprises, and least in Italy (9%) and Malta (13%) Anticipated effects of a single European contract law About a third (34%) of the surveyed enterprises expected that the possibility of choosing a single European contract law would probably facilitate their cross-border activities. Roughly 1 in 10 (9%) at the EU level said that the option to choose the European single contract law for business-to-business cross-border transactions would increase their related activities a lot and a further 25% estimated that this would increase their cross-border activities a little. Most enterprises, however, felt that the adoption of a single European contract law that could be selected to govern cross-border contracts would not change the volume of their cross-border activities (54%). About 1 in 10 (11%) enterprises did not provide a response to this question. If companies were able to choose one single European contract law for their B2B cross-border transaction in the EU, would their cross-border operations...? Increase a lot Increase a little Not change Decrease DK/NA CY EL ES IT RO PT PL LV EU27 LU DE BG BE HU NL CZ SK AT LT SE FR MT FI EE SI IE UK DK Q5. If you were able to choose one single European contract law for your business-to-business cross-border transaction in the EU, would your cross-border operations...? Base: all companies, % by country Graph sorted by increase a lot + increase a little responses The main beneficiaries of such an EU contract law would be those companies that were considering becoming involved in cross-border trade: 22% of these companies felt that their cross-border activities could increase a lot as a result of such legislation. Similarly, those who felt that the current situation with the diversity of national contract law regulation was a great barrier to their operations confirmed in similar proportions (23%) that the adoption of an optional single European contract law would greatly boost their cross-border trading activity. Those most frequently stating that their cross-border activity would not change were companies currently trading with businesses in many other Member States (4+: 60%) and those who felt that the current environment only posed a minimal, if any, barrier to their business (61%), as well as those who were predominantly buyers in these transactions (60%). (See Annex Table 23b.) Companies in the south-eastern parts of the EU had greater expectations in regard to the introduction of a single European contract law: those in Greece, Poland (both 16%), Cyprus (15%) and Romania (14%) were the most optimistic, claiming that their cross-border activities would improve a lot as a result of such a development. In several countries (Cyprus, Greece, Spain, Italy, Romania, Portugal) about 4 in 10 companies had positive expectations related to the introduction of a single EU contract law i.e. that it would improve their involvement in cross-border trade, by a little, at least. On the page 33

34 other hand, enterprises in Slovenia (where just 18% expected an increase of some kind), Ireland and the UK (both 17%) and Denmark (15%) were the least likely to anticipate an improvement. Overall, in 18 of the 27 Member States, an absolute majority did not expect any increase in their cross-border activities, even if EU contract law would be available for them to choose for international transactions. If companies were able to choose one single European contract law, in how many additional EU countries would they make cross-border B2B transactions? In 6 or more new EU countries In 3-5 new EU countries In 1-2 new EU countries No increase in number of countries DK/NA Q6. If you were able to choose one single European contract law, in how many additional EU countries do you estimate you would make business-to-business cross-border transactions? Base: companies EU cross-border opearations would increase if they were able to choose one single European contract law, % EU27 For those companies that indicated that their cross-border activities would increase if a single European contract law was available to them, the survey asked if they would anticipate trading with more Member States (or only increase the volume of transactions with the Member States that they were currently trading with). About a third anticipated that they would make cross-border transactions with businesses in 1-2 further countries (35%) and a similar proportion felt that the number of countries they were trading with would increase by 3-5 Member States (34%). Additionally, 14% indicated that the availability of a single EU contract law would enable them to make transactions with enterprises located in at least six new countries. Only 10% anticipated that the transaction volume would increase without extending the number of countries. The remaining 7% could not answer this question. Note that due to the low sample size (this question was only presented to companies that anticipated an increase in cross-border activity if a single European contract law existed, i.e. 15%-45% of the national samples) country-by-country results lacked statistical reliability. (They are, however, available in the Annex Table 24a.) The companies most likely to say they could expand cross-border trading to at least six more countries were those who had already reported cross-border activities with at least four Member States: 21% of companies in this group thought that they could penetrate more EU countries should contract law problems be resolved. They were also the most likely to say that Number of countries to which companies trade now and the expected growth resulting from a possibility to choose one single European contract law In 6 or more new EU countries In 1-2 new EU countries DK/NA Domest ic trade only Cross- border trade with 1 other country Cro ss-border trade with 2-3 other co untry Cross-border trade with 4+ other country In 3-5 new E U co untries No increase in number of countrie s Q6. If you wereableto choose onesingleeuropean contract law, in how many additional EU co untries d o yo uestim ate you w ould mak e business-to-b usiness cro ss-bo rder transactions? D 6. Besid es [COU NTRY], in ho w m any other EU countries d o yo ucurrently ma ke crossbo rder transactions? Base : companies EU cross-border opearations would increase if th ey were able to ch oos eone single European contract law, % EU page 34

35 even if transaction volume increased, they would not trade with more countries than before (13%). Most of the companies that traded only domestically or with one other Member State said they would probably expand to 1-2 (additional) countries (42% and 54% respectively). Most firms that traded with at least two Member States felt they would expand their activity to 3-5 new countries (37%), and this was the most frequent reply received form those managers who were involved in cross-border trade with four or more EU countries (3-5 new countries: 37%). (See also Annex Table 24b.) Just over half of the enterprises that have already traded with one other EU country and said that a single EU contract law would boost their cross-border activity also anticipated they would trade with one or two additional countries (54%); they were unlikely to anticipate that they could expand to six or more countries (6%). Companies that were at least of a medium size, those involved in e-commerce, and those for whom the current situation was a great barrier were more inclined to say they could expand trade to six or more countries (16%, 17% and 19%, respectively). Furthermore, those companies that mainly acted as buyers in business-to-business transactions (14%) and those who felt that the current diversity of contract laws was an unimportant barrier (13%) were most likely to indicate that even if the amount of transactions increased, they would not be trading with further Member States. page 35

36 Flash EB Series #320 European Contract Law business-to-business transactions Annex Tables and Survey Details THE GALLUP ORGANIZATION page 36

37 4. Annex tables Table 1a. Involvement in cross-border trade by country Table 1b. Involvement in cross-border trade - by segments Table 2a. Main type of B2B transactions by country Table 2b. Main type of B2B transactions - by segments Table 3a. Company size in terms of number of employees by country Table 3b. Company size in terms of number of employees - by segments Table 4a. Company size in terms of turnover by country Table 4b. Company size in terms of turnover - by segments Table 5a. Largest product categories in companies sales by country Table 5b. Largest product categories in companies sales - by segments Table 6a. Are you mainly involved in B2B transactions as a buyer or a seller? by country Table 6b. Are you mainly involved in B2B transactions as a buyer or a seller? - by segments Table 7a. Type of sales channels used by country Table 7b. Type of sales channels used - by segments Table 8a. Number of EU countries where companies make cross-border transactions by country.54 Table 8b. Number of EU countries where companies make cross-border transactions - by segments55 Table 9a. Contract law that most often governs companies B2B cross-border transactions in the EU by country Table 9b. Contract law that most often governs companies B2B cross-border transactions in the EU - by segments Table 10a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Language (communication problems, translating documents, etc.) by country Table 10b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Language (communication problems, translating documents, etc.) - by segments Table 11a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in agreeing on the foreign applicable contract law by country Table 11b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in agreeing on the foreign applicable contract law - by segments Table 12a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in finding out about the provisions of a foreign contract law by country Table 12b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in finding out about the provisions of a foreign contract law - by segments page 37

38 Table 13a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Cultural differences by country Table 13b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Cultural differences - by segments Table 14a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Tax regulations by country Table 14b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Tax regulations - by segments Table 15a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Formal requirements e.g. licensing, registration procedures by country Table 15b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Formal requirements e.g. licensing, registration procedures - by segments Table 16a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems in resolving cross-border conflicts, including costs of litigation abroad by country Table 16b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems in resolving cross-border conflicts, including costs of litigation abroad - by segments Table 17a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Obtaining legal advice on foreign contract law by country Table 17b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Obtaining legal advice on foreign contract law - by segments Table 18a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems with cross-border delivery by country Table 18b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems with cross-border delivery - by segments Table 19a. Impact of potential obstacles on companies decision to sell or purchase cross-border : After-sales maintenance abroad by country Table 19b. Impact of potential obstacles on companies decision to sell or purchase cross-border : After-sales maintenance abroad - by segments Table 20a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Other by country Table 20b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Other - by segments Table 21a. How often did these obstacles deter you from conducting cross-border transactions? by country Table 21b. How often did these obstacles deter you from conducting cross-border transactions? - by segments Table 22a. Likelihood of using the European contract law for B2B EU cross-border transactions by country Table 22b. Likelihood of using the European contract law for B2B EU cross-border transactions - by segments page 38

39 Table 23a. If companies were able to choose one single European contract law for their B2B crossborder transaction in the EU, would their cross-border operations...? by country Table 23b. If companies were able to choose one single European contract law for their B2B crossborder transaction in the EU, would their cross-border operations...? - by segments Table 24a. If you companies able to choose one single European contract law, in how many additional EU countries do they estimate they would make B2B cross-border transactions? by country Table 24b. If you companies able to choose one single European contract law, in how many additional EU countries do they estimate they would make B2B cross-border transactions? - by segments Table 25a. Preferred contract law for B2B transactions if a European contract law was developed by country Table 25b. Preferred contract law for B2B transactions if a European contract law was developed - by segments page 39

40 Table 1a. Involvement in cross-border trade by country QUESTION: D02. Which of the following statements correspond to your situation? % We are considering Total N % We currently sell / buy cross-border to /from businesses from other EU countries selling / buying crossborder to /from businesses in other EU countries in the future EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 40

41 Table 1b. Involvement in cross-border trade - by segments QUESTION: D02. Which of the following statements correspond to your situation? Total N % We currently sell / buy cross-border to /from businesses from other EU countries % We are considering selling / buying crossborder to /from businesses in other EU countries in the future EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS-BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 41

42 Table 2a. Main type of B2B transactions by country QUESTION: D03. In which type of business-to-business transactions are you mainly involved? % Sales/purchases of digital products (for instance CDs, DVDs, software, downloadable music and films) % Sales/purchase Total N s of goods EU COUNTRY % Sales/purchases of financial services Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 42

43 Table 2b. Main type of B2B transactions - by segments QUESTION: D03. In which type of business-to-business transactions are you mainly involved? Total N % Sales/purchases of goods % Sales/purchases of digital products (for instance CDs, DVDs, software, downloadable music and films) % Sales/purchases of financial services EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS-BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E- COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 43

44 Table 3a. Company size in terms of number of employees by country QUESTION: D1. How many employees do you have in your company? Total N % 1-9 % % 50+ EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 44

45 Table 3b. Company size in terms of number of employees - by segments QUESTION: D1. How many employees do you have in your company? Total N % 1-9 % % 50+ EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS- BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 45

46 Table 4a. Company size in terms of turnover by country QUESTION: D2. What was your company's turnover in 2009? % More than 1 million and up to 2 million euro % More than 2 million euro and up to 10 million euro % More than 10 million euro % Up to 1 Total N million euro % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 46

47 Table 4b. Company size in terms of turnover - by segments QUESTION: D2. What was your company's turnover in 2009? Total N % Up to 1 million euro % More than 1 million and up to 2 million euro % More than 2 million euro and up to 10 million euro % More than 10 million euro % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 47

48 Table 5a. Largest product categories in companies sales by country QUESTION: D3. Which of the following product categories is the largest in your sales? Total N % Cars, motor vehicles and parts % Clothing, footwear and accessories (including jewellery and cosmetics) % Financial and insurance services % Food and drinks % Furniture, furnishings and decoration (including do-ityourself goods and maintenance products) % Household appliances, electronic goods and information technology goods % Leisure goods (ex. books, audiovisual material, toys...) % Products from the engineering sector, e.g. machinery % Digital products % Other goods % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 48

49 Table 5b. Largest product categories in companies sales - by segments QUESTION: D3. Which of the following product categories is the largest in your sales? Total N % Cars, motor vehicles and parts % Clothing, footwear and accessories (including jewellery and cosmetics) % Financial and insurance services % Food and drinks % Furniture, furnishings and decoration (including do-ityourself goods and maintenance products) % Household appliances, electronic goods and information technology goods % Leisure goods (ex. books, audiovisual material, toys...) % Products from the engineering sector, e.g. machinery % Digital products % Other goods % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS- BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E- COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 49

50 Table 6a. Are you mainly involved in B2B transactions as a buyer or a seller? by country QUESTION: D4. Are you mainly involved in business-to-business transactions as a buyer or a seller? Total N % Mainly as a buyer % Mainly as a seller % Equal involvement as a buyer and as a seller % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 50

51 Table 6b. Are you mainly involved in B2B transactions as a buyer or a seller? - by segments QUESTION: D4. Are you mainly involved in business-to-business transactions as a buyer or a seller? Total N % Mainly as a buyer % Mainly as a seller % Equal involvement as a buyer and as a seller % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS-BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 51

52 Table 7a. Type of sales channels used by country QUESTION: D5. Which of the following sales channels do you use? % of Mentioned shown Phone, post and other means of distance communica tion Doorstep selling and other out of premises channels Total N Inpremises sales Internet DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 52

53 Table 7b. Type of sales channels used - by segments QUESTION: D5. Which of the following sales channels do you use? % of Mentioned shown Total N Inpremises sales Internet Phone, post and other means of distance communication Doorstep selling and other out of premises channels EU COMPANY SIZE 1-9 employees DK/NA employees employees INVOLVEMENT IN CROSS-BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 53

54 Table 8a. Number of EU countries where companies make cross-border transactions by country QUESTION: D6. Besides [COUNTRY], in how many other EU countries do you currently make cross-border transactions? Total N % I sell only to consumers in my own country % 1 % 2-3 % 4 + % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 54

55 Table 8b. Number of EU countries where companies make cross-border transactions - by segments QUESTION: D6. Besides [COUNTRY], in how many other EU countries do you currently make cross-border transactions? Total N % I sell only to consumers in my own country % 1 % 2-3 % 4 + % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 55

56 Table 9a. Contract law that most often governs companies B2B cross-border transactions in the EU by country QUESTION: Q1. Which contract law most often governs your business-to-business cross-border transactions in the EU? Total N % The national contract law of [COUNTRY] % The national contract law of the country where the other party is based % The national contract law of a third country % Contract laws not related to any particular country e.g. international conventions or UNIDROIT principles % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 56

57 Table 9b. Contract law that most often governs companies B2B cross-border transactions in the EU - by segments QUESTION: Q1. Which contract law most often governs your business-to-business cross-border transactions in the EU? Total N % The national contract law of [COUNTRY] % The national contract law of the country where the other party is based % The national contract law of a third country % Contract laws not related to any particular country e.g. international conventions or UNIDROIT principles % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS-BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 57

58 Table 10a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Language (communication problems, translating documents, etc.) by country QUESTION: Q2_A. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Language (communication problems, translating documents, etc.) % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 58

59 Table 10b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Language (communication problems, translating documents, etc.) - by segments QUESTION: Q2_A. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Language (communication problems, translating documents, etc.) Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 59

60 Table 11a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in agreeing on the foreign applicable contract law by country QUESTION: Q2_B. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Difficulty in agreeing on the foreign applicable contract law % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 60

61 Table 11b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in agreeing on the foreign applicable contract law - by segments QUESTION: Q2_B. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Difficulty in agreeing on the foreign applicable contract law Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 61

62 Table 12a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in finding out about the provisions of a foreign contract law by country QUESTION: Q2_C. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Difficulty in finding out about the provisions of a foreign contract law % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 62

63 Table 12b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Difficulty in finding out about the provisions of a foreign contract law - by segments QUESTION: Q2_C. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Difficulty in finding out about the provisions of a foreign contract law Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 63

64 Table 13a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Cultural differences by country QUESTION: Q2_D. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Cultural differences % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 64

65 Table 13b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Cultural differences - by segments QUESTION: Q2_D. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Cultural differences Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 65

66 Table 14a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Tax regulations by country QUESTION: Q2_E. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Tax regulations % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 66

67 Table 14b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Tax regulations - by segments QUESTION: Q2_E. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Tax regulations Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 67

68 Table 15a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Formal requirements e.g. licensing, registration procedures by country QUESTION: Q2_F. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Formal requirements e.g. licensing, registration procedures % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 68

69 Table 15b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Formal requirements e.g. licensing, registration procedures - by segments QUESTION: Q2_F. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Formal requirements e.g. licensing, registration procedures Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 69

70 Table 16a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems in resolving cross-border conflicts, including costs of litigation abroad by country QUESTION: Q2_G. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Problems in resolving cross-border conflicts, including costs of litigation abroad % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 70

71 Table 16b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems in resolving cross-border conflicts, including costs of litigation abroad - by segments QUESTION: Q2_G. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Problems in resolving cross-border conflicts, including costs of litigation abroad Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 71

72 Table 17a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Obtaining legal advice on foreign contract law by country QUESTION: Q2_H. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Obtaining legal advice on foreign contract law % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 72

73 Table 17b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Obtaining legal advice on foreign contract law - by segments QUESTION: Q2_H. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Obtaining legal advice on foreign contract law Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 73

74 Table 18a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems with cross-border delivery by country QUESTION: Q2_I. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Problems with cross-border delivery % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 74

75 Table 18b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Problems with cross-border delivery - by segments QUESTION: Q2_I. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Problems with cross-border delivery Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 75

76 Table 19a. Impact of potential obstacles on companies decision to sell or purchase cross-border : After-sales maintenance abroad by country QUESTION: Q2_J. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - After-sales maintenance abroad % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 76

77 Table 19b. Impact of potential obstacles on companies decision to sell or purchase cross-border : After-sales maintenance abroad - by segments QUESTION: Q2_J. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - After-sales maintenance abroad Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 77

78 Table 20a. Impact of potential obstacles on companies decision to sell or purchase cross-border : Other by country QUESTION: Q2_K. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Other % No % Minimal % Some % Large Total N impact impact impact impact % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 78

79 Table 20b. Impact of potential obstacles on companies decision to sell or purchase cross-border : Other - by segments QUESTION: Q2_K. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? - Other Total N % No impact % Minimal impact % Some impact % Large impact % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 79

80 Table 21a. How often did these obstacles deter you from conducting cross-border transactions? by country QUESTION: Q3. You said that some issues relating to contract law have an impact on your cross-border business-tobusiness transactions. How often did these obstacles deter you from conducting cross-border transactions? Base : companies stated that issues relating to contract law have an impact on their cross-border B2B transactions % Not very Total N % Never often % Often % Always % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 80

81 Table 21b. How often did these obstacles deter you from conducting cross-border transactions? - by segments QUESTION: Q3. You said that some issues relating to contract law have an impact on your cross-border business-tobusiness transactions. How often did these obstacles deter you from conducting cross-border transactions? Base : companies stated that issues relating to contract law have an impact on their cross-border B2B transactions Total N % Never % Not very often % Often % Always % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 81

82 Table 22a. Likelihood of using the European contract law for B2B EU cross-border transactions by country QUESTION: Q4. If you were able to choose for your business-to-business cross-border transactions with a partner from another EU country one single European contract law, how likely would it be that you would use it? % Very % Very Total N unlikely % Unlikely % Likely likely % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 82

83 Table 22b. Likelihood of using the European contract law for B2B EU cross-border transactions - by segments QUESTION: Q4. If you were able to choose for your business-to-business cross-border transactions with a partner from another EU country one single European contract law, how likely would it be that you would use it? Total N % Very unlikely % Unlikely % Likely % Very likely % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 83

84 Table 23a. If companies were able to choose one single European contract law for their B2B cross-border transaction in the EU, would their cross-border operations...? by country QUESTION: Q5. If you were able to choose one single European contract law for your business-to-business crossborder transactions in the EU, would your cross-border operations... % Not % Increase % Increase Total N % Decrease change a little a lot % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 84

85 Table 23b. If companies were able to choose one single European contract law for their B2B cross-border transaction in the EU, would their cross-border operations...? - by segments QUESTION: Q5. If you were able to choose one single European contract law for your business-to-business crossborder transactions in the EU, would your cross-border operations... Total N % Decrease % Not change % Increase a little % Increase a lot % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 85

86 Table 24a. If you companies able to choose one single European contract law, in how many additional EU countries do they estimate they would make B2B cross-border transactions? by country QUESTION: Q6. If you were able to choose one single European contract law, in how many additional EU countries do you estimate you would make business-to-business cross-border transactions? Base: companies EU cross-border operations would increase if they were able to choose one single European contract law Total N % No increase in number of countries % In 1-2 new EU countries % In 3-5 new EU countries % In 6 or more new EU countries % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 86

87 Table 24b. If you companies able to choose one single European contract law, in how many additional EU countries do they estimate they would make B2B cross-border transactions? - by segments QUESTION: Q6. If you were able to choose one single European contract law, in how many additional EU countries do you estimate you would make business-to-business cross-border transactions? Base: companies EU cross-border operations would increase if they were able to choose one single European contract law Total N % No increase in number of countries % In 1-2 new EU countries % In 3-5 new EU countries % In 6 or more new EU countries % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 87

88 Table 25a. Preferred contract law for B2B transactions if a European contract law was developed by country QUESTION: Q7. If a European contract law was developed, what would you prefer for your business-to-business transactions? Total N % A common EU contract law replacing the 27 national contract laws % A European contract law that you could choose as an alternative to national laws for your crossborder transactions only % A European contract law that you could choose as an alternative to national laws for both your cross-border and domestic transactions % DK/NA EU COUNTRY Belgium Bulgaria Czech Rep Denmark Germany Estonia Greece Spain France Ireland Italy Cyprus Latvia Lithuania Luxembourg Hungary Malta Netherlands Austria Poland Portugal Romania Slovenia Slovakia Finland Sweden United Kingdom page 88

89 Table 25b. Preferred contract law for B2B transactions if a European contract law was developed - by segments QUESTION: Q7. If a European contract law was developed, what would you prefer for your business-to-business transactions? Total N % A common EU contract law replacing the 27 national contract laws % A European contract law that you could choose as an alternative to national laws for your cross-border transactions only % A European contract law that you could choose as an alternative to national laws for both your cross-border and domestic transactions % DK/NA EU COMPANY SIZE 1-9 employees employees employees INVOLVEMENT IN CROSS- BORDER TRADE Currently involved Interested in being involved SALES CHANNELS In-premises sales only Distance sales methods only Both CROSS-BORDER TRANSACTIONS With one other country With 2-3 other countries With 4+ other countries CONTRACT LAW IN CROSS-BORDER TRADE A great barrier A medium barrier A small barrier An unimportant barrier ONLINE / E-COMMERCE Yes No B2B TRANSACTIONS Mainly as a buyer Mainly as a seller Equal involvement page 89

90 5. Survey details This Flash Eurobarometer: Business attitudes towards cross-border business-to-business transactions and the usefulness of a European contract law (No. 320) telephone survey was conducted on behalf of the DG JUSTICE of the European Commission, Unit A2 Civil and contract law. The objective of the survey is to collect information about the enterprises' perceived barriers of cross-border B2B trade and their attitudes towards a single European contract law. The interviews in most countries were conducted between the 14 and 22 January 2011, by partner institutes of The Gallup Organization Hungary: Belgium BE Gallup Europe (Interviews : 14/01/ /01/2011) Czech Republic CZ Focus Agency (Interviews : 14/01/ /01/2011) Denmark DK Norstat Denmark (Interviews : 14/01/ /01/2011) Germany DE IFAK (Interviews : 14/01/ /01/2011) Estonia EE Saar Poll (Interviews : 14/01/ /01/2011) Greece EL Metroanalysis (Interviews : 14/01/ /01/2011) Spain ES Gallup Spain (Interviews : 14/01/ /01/2011) France FR Efficience3 (Interviews : 14/01/ /01/2011) Ireland IE Gallup UK (Interviews : 14/01/ /01/2011) Italy IT Demoskopea (Interviews : 14/01/ /01/2011) Cyprus CY CYMAR (Interviews : 14/01/ /01/2011) Latvia LV Latvian Facts (Interviews : 14/01/ /01/2011) Lithuania LT Baltic Survey (Interviews : 14/01/ /01/2011) Luxembourg LU Gallup Europe (Interviews : 14/01/ /01/2011) Hungary HU Gallup Hungary (Interviews : 14/01/ /01/2011) Malta MT MISCO (Interviews : 14/01/ /01/2011) Netherlands NL MSR (Interviews : 14/01/ /01/2011) Austria AT Spectra (Interviews : 14/01/ /01/2011) Poland PL Gallup Poland (Interviews : 14/01/ /01/2011) Portugal PT Consulmark (Interviews : 14/01/ /01/2011) Slovenia SI Cati d.o.o. (Interviews : 14/01/ /01/2011) Slovakia SK Focus Agency (Interviews : 14/01/ /01/2011) Finland FI Norstat Finland Oy (Interviews : 14/01/ /01/2011) Sweden SE Norstat Sweden (Interviews : 14/01/ /01/2011) United Kingdom UK Gallup UK (Interviews : 14/01/ /01/2011) Bulgaria BG Vitosha Research (Interviews : 14/01/ /01/2011) Romania RO Gallup Romania (Interviews : 14/01/ /01/2011) page 90

91 Representativeness of the results The target group for this Flash Eurobarometer was defined as al companies of the European Union that maily sell goods or financial / insurance services, and currently conducted or planned to conduct B2B transactions across the EU s internal borders. The sample was randomly selected in each country within certain activity sectors (NACE Rev 2.0): C: Manufacturing G: Wholesale and retail trade: repair of motor vehicles, motorcycles and personal and household goods I: Accommodation and food service activities J: Information and communication K: Financial and insurance activities. The lists of companies qualified to be interviewed were developed by Dun and Bradstreet. Where the D&B database had a poor coverage (especially in the New Member States) the sample lists were developed by national institutes using local statistical data sources. The survey sample was selected randomly in each country. The sampling proportion of the enterprises belonging to the various size categories were: 65% - micro-enterprises (<10 persons employed) 25% - small enterprises (10-49 persons employed) 10% - medium & large enterprises (50+ persons employed). The person interviewed in each company was the person who normally dealt with legal issues. The interviewers checked the identity of this person as well as the accuracy of the enterprise sampling characteristics, as delivered by sample list, namely: the number of employees and the activity of the company. Weighting As mentioned, the survey only interviewed enterprises that were involved in cross-border business-tobusiness transactions. As reference statistics for enterprises that are involved in cross-border trade were not available, a direct weighting of the achieved sample was not possible. Instead, sampling weights with regard to all issued sample were calculated in each country (to correct for the deliberate over- and under-sampling in the various size segments) and transferred to the respondent units that satisfied the above mentioned screening criteria. In order to calculate EU27 averages, the county-level results were combined proportional to the size of the estimated number of enterprises in the specific sectors involved in cross-border transactions (the rate of which was defined by the result obtained from the sample). Due to the low sample sizes at a national level, readers should be aware that the Member State level results are subject to a sampling error ranging from about ± 8.2% (in countries with a sample size of 150) to ± 6.2% (where the national sample size is 250). The sub-setting of the samples in various filtered questions further increases this range. Sampling errors for the EU level data are, however, much smaller; i.e. less than 2% for the total EU sample (depending on the question). page 91

92 Sizes of the samples The targeted number of main interviews was 250 in most countries, but in Luxembourg, Malta and Cyprus the target was 150 interviews. Total interviews conducted Total interviews conducted Belgium 250 Malta 150 Czech Republic 250 Netherlands 250 Denmark 250 Austria 252 Germany 250 Poland 251 Estonia 252 Portugal 250 Greece 250 Slovenia 253 Spain 251 Slovakia 251 France 253 Finland 251 Ireland 250 Sweden 253 Italy 251 UK 250 Cyprus 151 Bulgaria 251 Latvia 250 Romania 252 Lithuania 250 Luxembourg 151 Hungary 252 TOTAL 6475 Questionnaire The questionnaire prepared for this survey contained two parts: the company information and the question regarding the main questionnaire. The institutes listed above translated the questionnaire to their respective national language(s) using a centralized process of back-translation procedure, involving two initial local translations, independent back-translation and central verification of the localised questionnaires. page 92

93 6. Survey questionnaire FLASH EUROBAROMETER 320: Business attitudes towards cross-border business-tobusiness transactions and the usefulness of a European contract law SCREENER D01. Are you involved in business-to-business transactions (i.e. transactions between your businesses as a seller or buyer - and other businesses)? [ONLY ONE ANSWER IS POSSIBLE] Yes... 1 No [Thank and terminate]... 2 [DK/NA] [Thank and terminate]... 9 D02. Which of the following statements correspond to your situation? [ONLY ONE ANSWER IS POSSIBLE] We currently sell / buy cross-border to /from businesses from other EU countries... 1 We are considering selling / buying cross-border to /from businesses in other EU countries in the future... 2 We are NOT interested in selling / buying cross-border to businesses from other EU countries [Thank and terminate]... 3 [DK/NA] [Thank and terminate]... 4 D03. In which type of business-to-business transactions are you mainly involved? [ONLY ONE ANSWER IS POSSIBLE] Sales/purchases of goods... 1 Sales/purchases of digital products (for instance CDs, DVDs, software, downloadable music and films)... 2 Sales/purchases of financial services... 3 Sales/purchases of other services [Thank and terminate]... 4 [DK/NA] [Thank and terminate]... 9 page 93

94 ENTERPRISE BACKGROUND D1. How many employees do you have in your company?.. employees [DK/NA] D2. What was your company's turnover in 2009? [DK/NA] D3. Which of the following product categories is the largest in your sales? [ONLY ONE ANSWER IS POSSIBLE] Cars, motor vehicles and parts Clothing, footwear and accessories (including jewellery and cosmetics) Financial and insurance services Food and drinks Furniture, furnishings and decoration (including do-it-yourself goods and maintenance products) Household appliances, electronic goods and information technology goods Leisure goods (ex. books, audiovisual material, toys ) Products from the engineering sector, e.g. machinery Digital products Other goods [DK/NA] D4. Are you mainly involved in business-to-business transactions as a buyer or a seller? [ONLY ONE ANSWER IS POSSIBLE] Mainly as a buyer... 1 Mainly as a seller... 2 Equal involvement as a buyer and as a seller... 3 [DK/NA]... 9 page 94

95 D5. Which of the following sales channels do you use? [MULTIPLE ANSWER IS POSSIBLE] mentioned... 1 not mentioned... 2 In-premises sales Internet Phone, post and other means of distance communication Doorstep selling and other out of premises channels [DK/NA] D6. Besides [COUNTRY], in how many other EU countries do you currently make cross-border transactions? [ONE ANSWER ONLY] [_][_] Countries (0 26) [DK/NA] page 95

96 MAIN QUESTIONNAIRE [ASK ALL] Q1. Which contract law most often governs your business-to-business cross-border transactions in the EU? [ONLY ONE ANSWER IS POSSIBLE] The national contract law of [COUNTRY]... 1 The national contract law of the country where the other party is based... 2 The national contract law of a third country... 3 Contract laws not related to any particular country e.g. international conventions or UNIDROIT principles... 4 [DK/NA]... 9 [ASK ALL] Q2. What impact do the following potential obstacles have on your decision to sell / purchase across border to / from businesses from other EU countries? [READ OUT ROTATE- ONE ANSWER PER LINE] Large impact... 4 Some impact... 3 Minimal impact... 2 No impact... 1 [DK/NA]... 9 A - Language (communication problems, translating documents, etc.) B - Difficulty in agreeing on the foreign applicable contract law C - Difficulty in finding out about the provisions of a foreign contract law D - Cultural differences E - Tax regulations F - Formal requirements e.g. licensing, registration procedures G- Problems in resolving cross-border conflicts, including costs of litigation abroad H - Obtaining legal advice on foreign contract law I - Problems with cross-border delivery J - After-sales maintenance abroad K - Other page 96

97 [ASK Q3 ONLY IF answers include large, some or minimal impacts for at least one of the following: Q2 B - difficulty in agreeing on the foreign applicable contract law = 4 OR 3 OR 2 OR Q2 C difficulty in finding out about the provisions of a foreign contract law=4 OR 3 OR 2 OR Q2 G- problems in resolving conflicts cross-border, including costs of litigation abroad=4 OR 3 OR 2 OR Q2 H- obtaining legal advice on foreign contract law= 4 OR 3 OR 2] Q3. You said that some issues relating to contract law have an impact on your cross-border business-to-business transactions. How often did these obstacles deter you from conducting cross-border transactions? [ONLY ONE ANSWER IS POSSIBLE] Always... 4 Often... 3 Not very often... 2 Never... 1 [DK/NA]... 9 [ASK ALL] Q4. If you were able to choose for your business-to-business cross-border transactions with a partner from another EU country one single European contract law, how likely would it be that you would use it? [ONLY ONE ANSWER IS POSSIBLE] Very likely... 4 Likely... 3 Unlikely... 2 Very unlikely... 1 [DK/NA]... 9 [ASK ALL] Q5. If you were able to choose one single European contract law for your business-to-business cross-border transactions in the EU, would your cross-border operations [ONLY ONE ANSWER IS POSSIBLE] Increase a lot... 4 Increase a little... 3 Not change or... 2 Decrease?... 1 page 97

98 [DK/NA]... 9 [ASK IF Q5= increase a lot or "increase a little"] Q6. If you were able to choose one single European contract law, in how many additional EU countries do you estimate you would make business-to-business cross-border transactions? [ONLY ONE ANSWER IS POSSIBLE] in 6 or more new EU countries... 4 in 3-5 new EU countries... 3 in 1-2 new EU countries... 2 [no increase in number of countries]... 1 [DK/NA]... 9 [ASK ALL] Q7. If a European contract law was developed, what would you prefer for your business-tobusiness transactions? [ONLY ONE ANSWER IS POSSIBLE] A common EU contract law replacing the 27 national contract laws... 1 A European contract law that you could choose as an alternative to national laws for your cross-border transactions only... 2 A European contract law that you could choose as an alternative to national laws for both your cross-border and domestic transactions... 3 [DK/NA]... 9 page 98