Le clausole di revisione nei contratti di distribuzione commerciale nazionale ed internazionale.

This doctoral thesis examines price revision clauses in domestic and international commercial distribution contracts, with particular reference to long-term contractual relationships and their exposure to changing economic circumstances. The research investigates the extent to which contractual mechanisms for price adjustment may operate as effective instruments for managing supervening events while preserving the original economic balance between the parties. Particular attention is devoted to supply contracts as a paradigmatic model of continuing or periodic contractual relationships and to the concept of the “physiological incompleteness” of long-term contracts, arising from the practical impossibility of anticipating all circumstances capable of affecting their performance over time. The analysis therefore addresses the requirements of certainty and determinability of contractual obligations, the scope of private autonomy, and the legal effects of extraordinary and unforeseeable events. The study adopts a comparative-law perspective, considering Italian law alongside foreign legal systems, case law, legal scholarship and international contractual practice. Within this framework, particular attention is paid to the impact of major supervening events, including the Covid-19 pandemic and recent economic and geopolitical crises. A central element of the research is the classification of price revision mechanisms into fixed and variable adjustment clauses. The former include mechanisms linked to raw-material costs, market indices, statistical and economic indicators, and currency parameters. The latter encompass periodic arm’s-length renegotiation, hardship clauses and mechanisms entrusting the determination of the contractual price or performance to an independent third party. The thesis ultimately argues that price revision clauses constitute a significant instrument of contractual risk allocation, enabling parties to reconcile legal certainty with contractual flexibility and to preserve the economic functionality of long-term commercial relationships in changing market conditions.