Export and EU sanctions: the impact of Legislative Decree 211/2025 on international contracts

Avv. Davide Bertolini

March 9, 2026

In export transactions, sanctions risk management is not merely an internal compliance issue: it directly affects the structure of international contracts.

International distribution, supply and agency agreements — as well as arrangements with foreign intermediaries — may expose companies to risks that go beyond a simple contractual breach by the counterparty. These may include:

violations of European Union sanctions regulations
geographic or sectoral restrictions
dual-use export control issues
customs-related risks
corporate liability under Legislative Decree 231/2001

In this context, legal and contractual due diligence should not be regarded as a preliminary formality, but rather as a key tool for managing legal and economic risk.

Why export due diligence is increasingly relevant

The European regulatory framework governing restrictive measures has become progressively more complex, with an expansion of sanctions lists, sectoral restrictions and monitoring obligations throughout the supply chain.

For exporting companies, this implies:

the need to verify in advance counterparties, beneficial owners and the final destination of goods
increased attention to potential indirect re-exports
assessment of the applicable regulatory framework and licensing risks, including those relating to dual-use goods

Companies should therefore carefully verify applicable EU restrictive measures and sectoral restrictions, including in particular:

updated EU sanctions lists (for example available through the EU Sanctions Map and institutional resources such as MAECI and UAMA)
restrictions affecting specific sectors or categories of goods
destination countries and possible triangular trade structures
applicable documentary and disclosure obligations

Failure to conduct adequate checks may result in liability even when violations occur indirectly within the supply chain, particularly where there is circumvention or evasion of restrictive measures along the distribution chain.

From a contractual perspective, due diligence is not limited to the text of the contract, but should therefore combine:

analysis of the counterparty
assessment of the regulatory framework
translation of the identified risks into specific contractual clauses

Legislative Decree 211/2025: strengthening the sanctions framework and its contractual implications

On January 24, 2026, Legislative Decree no. 211 of 30 December 2025 entered into force. The decree implements Directive (EU) 2024/1226 of the European Parliament and of the Council concerning violations of EU restrictive measures.

The decree introduces a new enforcement framework — including criminal sanctions — applicable to violations of prohibitions, obligations and restrictions imposed by EU sanctions regimes.

In this context, violations of EU restrictive measures may lead to:

criminal liability under the offences introduced by the decree
administrative sanctions in less serious cases
where applicable, corporate liability under Legislative Decree 231/2001

The decree operates on two distinct but closely connected levels.

1. Criminal law framework

The legislator introduced new offences into the Italian Criminal Code (Chapter I-bis, “Crimes against the foreign policy and common security of the European Union”, Articles 275-bis et seq.).

These provisions establish criminal offences relating to the violation of EU restrictive measures, including conduct such as:

carrying out prohibited economic transactions
circumventing or evading restrictive measures
supplying goods or services in violation of sectoral or geographic prohibitions

The reform aims to clarify the scope of criminal liability and strengthen the effectiveness of sanctions enforcement.

2. Corporate liability under Legislative Decree 231/2001

The decree also introduces new forms of corporate liability linked to breaches of EU sanctions legislation within the framework of Legislative Decree 231/2001.

This means that, where the conditions provided by the 231 system are met:

a company may be held liable for offences committed in its interest or to its advantage
significant financial penalties may be imposed
interdiction measures may apply (for example, prohibition from contracting with public authorities)

The contractual implications of the new regulatory framework

The strengthening of the sanctions regime makes contractual structuring an essential tool for risk management. In this context, the contract does not replace sanctions compliance, but represents a key tool for managing and allocating risk between the parties.

From a contractual perspective, the key issue is that risk does not necessarily arise only from the direct relationship with the counterparty. It may extend throughout the supply chain, including:

indirect re-exports
commercial intermediaries
sub-distributors
undeclared final destinations

In practice, the results of due diligence should be reflected in contractual clauses such as:

representations and warranties regarding sanctions compliance
commitments relating to the final destination of the goods
restrictions on re-exports to sanctioned jurisdictions
documentary cooperation obligations
audit rights
termination clauses and contractual penalties in case of violations

Such clauses do not eliminate risk, but they help the parties to:

help better define and allocate responsibility more clearly
allocate economic risk appropriately
provide exit mechanisms in case of compliance issues

The new regulatory framework therefore places contractual drafting and due diligence at the centre of export risk management.

Contractual clauses: the no-Russia and no-Belarus clauses

Within the EU sanctions regime, many export transactions involving certain categories of goods or technologies — as well as certain operations involving third countries — require the inclusion of contractual provisions designed to prevent re-exports to Russia or Belarus.

These obligations arise, respectively, from:

Article 12-octies of Regulation (EU) No 833/2014
Article 8-octies of Regulation (EC) No 765/2006

The so-called no-Russia / no-Belarus clauses generally provide for:

a prohibition on re-exporting goods to restricted jurisdictions
an obligation for the counterparty to impose equivalent restrictions in its own contracts
audit and information rights
termination rights in case of violation

These are not “standard clauses”, but contractual tools that must be tailored to the specific transaction, taking into account the foreign counterparties involved, the nature of the goods and the geographical risk profile of the transaction.

Failure to include such clauses may expose companies to indirect risks that are difficult to manage ex post. In particular, such obligations often need to be “flowed down” along the contractual chain, requiring counterparties to impose equivalent restrictions on their own customers.

Governing law and jurisdiction

The choice of governing law and jurisdiction also affects the interpretation and effectiveness of contractual clauses addressing sanctions compliance.

In relationships with non-EU counterparties, the applicable legal system may influence:

the enforceability of termination clauses
the evidentiary requirements for breach
the operation of representations and warranties

The international dimension of export transactions therefore requires a coordinated assessment of both the applicable legal framework and the contractual structure.

EU restrictive measures may qualify as overriding mandatory provisions, meaning they may apply regardless of the governing law chosen by the parties.

Practical considerations for exporting companies

In light of Legislative Decree 211/2025, companies involved in export activities should consider:

mapping existing export contracts
verifying whether sanctions clauses are adequately drafted
updating distribution, agency and supply agreement templates
integrating the 231 compliance model, where adopted, with export-related risk controls
formalising due diligence procedures on counterparties and supply chains
where appropriate, complement contractual review with specialised support on sanctions compliance

A preventive and proportionate review of contractual structures is generally less costly than dealing with sanctions violations after they occur.

Conclusion

Legislative Decree 211/2025 confirms an already clear trend: in international transactions, sanctions risk management cannot be separated from the structure of the contract.

Due diligence, proper risk allocation and carefully drafted contractual clauses are now essential tools for companies operating in international markets.

The absence of adequate contractual safeguards may expose companies to significant liability even in the absence of a direct breach by the counterparty. Issues relating to sanctions compliance and licensing requirements require case-by-case specialist assessment, which complements proper contractual structuring.

Legal notice

This article is provided for general informational purposes only and does not constitute legal advice. It does not contain any promise of results. For advice on specific matters, please contact the Firm.