BGH: Obligation to Adjust Prices Downwards in Gas Supply Agreements

Gas suppliers also have to adjust prices downwards when gas prices go down.  In two case, the Federal Court of Justice (Bundesgerichtshof – BGH) held that price adjustment clauses in so called special agreements (“Sonderverträgen”) with customers are void if they do not include the obligation to also reduce their selling price if their costs go down.

The decisions are in line with other recent decisons of the BGH on price adjustment clauses in general terms and conditions.  The Court has repeatedly argued that general terms and conditions with customers must not give one side the right to unilaterally change the agreed quid pro quo ratio (“Aquivalenz von Leistung und Gegenleistung”).  In a nutshell, if a price adjustment clause allows the supplier to increase the price if his costs go up, he must also reduce the price if his costs go down.

Source: Federal Court of Justice (BGH), decisions of 15 July 2009, ref. nos. VIII ZR 56/08 and VIII ZR 225/07