Retention of title in sales to Italian customers: a guide for UK suppliers
Updated to
In short: if you supply goods to an Italian customer on credit, a retention of title clause (you stay the owner until you are paid) is only as good as your ability to enforce it against the customer's other creditors. The Civil Code says retention of title can be set against the buyer's creditors only if it appears in a written document with a certain date before attachment. The EU late payment directive requires member states to recognise an expressly agreed clause. Check the customer first, and take Italian advice on the clause.
Part of the guide Checking an Italian company: a guide for UK businesses after Brexit. All guides: Guides.
What does EU law require?
Article 9 of Directive 2011/7/EU on combating late payment in commercial transactions requires member states to provide, in conformity with the applicable national provisions designated by private international law, that the seller retains title to goods until they are fully paid for if a retention of title clause has been expressly agreed between buyer and seller before delivery of the goods. Member states may adopt or retain provisions on down payments already made by the debtor (EUR-Lex: Directive 2011/7/EU, Article 9).
Three things follow from the wording. The clause must be expressly agreed, and before delivery, so it belongs in the contract or the accepted order, not on the back of a delivery note. The directive binds the member states, not the UK, and it defers to the national provisions designated by private international law, so Italian rules decide how it works against an Italian buyer's creditors. And Article 9 says nothing on the formalities that make a clause effective against third parties, which is where Italian law matters.
What does the Italian Civil Code say?
The Code's rules on retention of title are written with instalment sales in mind. Article 1523 provides that in an instalment sale with retention of title, the buyer acquires ownership by paying the last instalment but bears the risks from the moment of delivery (Normattiva: Civil Code, art. 1523).
Article 1524 sets the rule that matters for a creditor: retention of title can be set against the buyer's creditors only if it results from a written document with a certain date prior to the attachment (pignoramento). For sales of machinery above a threshold stated in the article, it can also be set against a third-party purchaser if the reservation is registered in a special register kept at the clerk's office of the court for the place where the machine is, and the machine is still there when the third party buys it. Movables entered in public registers are covered by their own rules (Normattiva: Civil Code, art. 1524). Article 1525 adds that, notwithstanding any contrary agreement, missing a single instalment of no more than one eighth of the price does not allow termination of the contract (Normattiva: Civil Code, art. 1525).
Whether and how these articles apply to a supply on 30, 60 or 90 days with a single invoice, rather than to an instalment sale, is a question for an Italian lawyer. Do not assume that standard UK terms will be treated in Italy as you expect.
What this means for a UK supplier
| Point | Why it matters |
|---|---|
| Express agreement before delivery | The directive speaks of a clause expressly agreed before the goods are delivered |
| Written document with a certain date | Art. 1524 allows the clause to be set against the buyer's creditors only if it results from a written document with a certain date before attachment; ask Italian counsel how to obtain it |
| Identification of the goods | You can only claim what you can identify; goods that have been resold, mixed or installed raise further questions for Italian counsel |
| Who the buyer is | The clause binds the contracting company, so the legal entity and its tax number must be right |
| Machinery | The article sets a separate registration route against third-party purchasers |
Check the customer before the goods leave
A retention clause is a fallback. It does not replace knowing who you sell to. If the buyer is already in difficulty, other creditors may dispute your claim over the goods, and getting them back may take time and cost. Our guide on Italian insolvency for UK creditors explains the proceedings.
| Question | Veryfy report |
|---|---|
| Protests or insolvency proceedings against the customer? | Negative records and insolvency proceedings, €5.90 |
| Who controls it, and how much can I reasonably risk? | Verification, €19: beneficial owner, shareholders and directors, estimated operating credit line, protests and insolvency signals |
| Is it part of a group, and does it own property? | Decision, €49: links with other companies and properties registered to the company |
The estimated operating credit line is an estimate, not a guarantee. Each company product includes a free anti-scam check on the VAT number, email, website and IBAN. The reports are in Italian, from Italian official sources, and do not tell you whether your retention clause is valid or enforceable. For the other levers, see Italian company groups for parent guarantees, late payment interest for the statutory rate, and Italian protests.
A practical routine
- Verify the customer and set the limit before you accept the order.
- Put the retention clause in the contract or the accepted order, expressly, before delivery.
- Ask Italian counsel how to give the document a certain date and whether registration applies to your goods.
- Keep delivery records that identify the goods, and reconcile payments to invoices.
- Repeat the customer check before each increase in exposure.
Frequently asked questions
Does EU law protect a retention of title clause in sales to Italy?
Directive 2011/7/EU, Article 9, requires member states to provide, in conformity with the applicable national provisions designated by private international law, that the seller retains title until full payment if the clause was expressly agreed before delivery.
When can retention of title be set against the buyer's creditors under Italian law?
Art. 1524 of the Civil Code says it can be set against the buyer's creditors only if it results from a written document with a certain date before the attachment.
Do the Civil Code rules apply to a 60-day invoice?
Art. 1523 and the surrounding rules are written for instalment sales with retention of title. Whether they apply to a single invoice on deferred terms is a question for an Italian lawyer.
Can a Veryfy report tell me whether my clause is enforceable?
No. It reports on the customer from Italian official sources: ownership, protests, insolvency signals and an estimated credit line. The validity of a clause is for your lawyers.
Sources
Official sources opened and read on 2026-10-26.
- EUR-Lex: Directive 2011/7/EU on combating late payment, Article 9
- Normattiva: Civil Code, art. 1523 (transfer of ownership and risk)
- Normattiva: Civil Code, art. 1524 (retention of title against third parties)
- Normattiva: Civil Code, art. 1525 (buyer's default)
General information, not legal advice. Sources verified on 2026-10-26.
Frequently asked questions
Does EU law protect a retention of title clause in sales to Italy?
Directive 2011/7/EU, Article 9, requires member states to provide, in conformity with the applicable national provisions designated by private international law, that the seller retains title until full payment if the clause was expressly agreed before delivery.
When can retention of title be set against the buyer's creditors under Italian law?
Art. 1524 of the Civil Code says it can be set against the buyer's creditors only if it results from a written document with a certain date before the attachment.
Do the Civil Code rules apply to a 60-day invoice?
Art. 1523 and the surrounding rules are written for instalment sales with retention of title. Whether they apply to a single invoice on deferred terms is a question for an Italian lawyer.
Can a Veryfy report tell me whether my clause is enforceable?
No. It reports on the customer from Italian official sources: ownership, protests, insolvency signals and an estimated credit line. The validity of a clause is for your lawyers.
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