Reserving the purchase of machinery or a vehicle: a future-contract agreement, or a sale agreement subject to a condition precedent?

A company agrees with a dealer on the purchase of machinery, a vehicle or technology. The price, specification and delivery date are settled, yet the transaction depends on something neither party controls: approval of a loan, a decision on a grant, or whether the manufacturer delivers the machine to the dealer in time. Both parties want certainty that the transaction will go ahead once the obstacle falls away. Two structures are available, frequently confused in everyday language but operating differently.

An agreement to enter into a future contract: a promise to conclude later

Under an agreement to enter into a future contract, the parties undertake to conclude the main sale agreement only at a later date. No sale agreement therefore arises today. Under the civil regime, the parties must agree in writing on the essential terms of the future contract and on the period within which they will conclude it (Section 50a(1) of Act No. 40/1964 Coll.). Under the commercial regime, subject matter defined at least in general terms and a specified period suffice, but writing is required here too (Section 289 of Act No. 513/1991 Coll.). For the purchase of a movable asset this means one peculiarity: the sale agreement for machinery may itself be oral, but the agreement to enter into that future sale agreement must be in writing.

When the time comes, the parties must take one further step and sign the main agreement. If one of them refuses, the other turns to the court. Under the civil regime, it may claim within one year of the expiry of the agreed period that the other party’s expression of intent be substituted by a judgment (Section 50a(2)). Under the commercial regime, it must first call on the other party in time, otherwise the obligation ends (Section 292(3)), and may then seek a determination of the contents of the agreement by the court or by a person named in the agreement, or damages (Section 290(2)). These claims become time-barred one year after the call, unless the agreement sets a different period (Section 292(2)). We examine this mechanism in detail in our article on future contracts between businesses.

An agreement to enter into a future contract also binds the parties alone. If the dealer sells the machine to someone else in the meantime, that sale is not invalid and you are left with a claim against the dealer, as the Supreme Court of the Slovak Republic concluded in its judgment in case 1 Obdo V 23/2007 (the case was assessed under the Civil Code).

A sale agreement subject to a condition precedent: the agreement is in force, its effects wait

The second route is to conclude the sale agreement at once and make its effects dependent on a condition. The Civil Code allows this generally:

A condition is a condition precedent if the question whether the legal effects of an act arise depends on its fulfilment. A condition is a condition subsequent if the question whether effects that have already arisen cease depends on its fulfilment.

— Section 36(2) of Act No. 40/1964 Coll. (unofficial English translation)

The agreement is thus concluded and its contents settled. When the condition is fulfilled — for example, the bank approves the loan — the obligations to sell and to buy take effect without any further signature, so the risk that the other party refuses to sign the main agreement falls away. The Act also guards against manipulation: if a party to whom non-fulfilment of the condition is of benefit deliberately frustrates its fulfilment, the agreement becomes unconditional (Section 36(3)).

The weak point of a conditional agreement is time. If the condition never occurs, the agreement remains in limbo. It therefore requires a period within which the condition must be fulfilled and an express rule that, once that period expires unused, the agreement is cancelled and sums paid are returned. The condition must be formulated with precision: “approval of a loan by bank X in an amount of at least Y by date Z” is workable, “if financing can be arranged” is the seed of a dispute.

What happens to ownership and risk with a movable asset

With movable assets, both structures require separate thought about when ownership and the risk of damage pass. Under the civil regime, ownership is acquired on taking delivery of the asset unless the law or the parties’ agreement provides otherwise (Section 133(1) of the Civil Code), and the risk of accidental destruction passes together with ownership unless otherwise agreed (Section 590). Under the commercial regime, the buyer acquires ownership on delivery of the goods (Section 443 of the Commercial Code), unless the parties agree in writing on an earlier or later moment (Sections 444 and 445), and the risk of damage passes when the buyer takes delivery of the goods (Section 455). If the machine is already standing at the buyer’s premises before the condition is fulfilled, for instance for trial operation, the agreement must say expressly who bears the risk of damage in the meantime and who insures the asset. We explain the differences between the two purchase regimes in our article on sale agreements under the Civil Code or the Commercial Code.

Which instrument, and when

• A sale agreement subject to a condition precedent suits transactions whose content is fully agreed and where only an external event is missing that you can describe precisely and limit in time: a loan, a grant, approval by a company body, delivery of the asset to the dealer.
• An agreement to enter into a future contract suits situations where part of the content is not yet settled, such as the exact configuration of the machine or a final price depending on the exchange rate, or where the main agreement will be signed by different people or at a different time. Incomplete content is, however, permitted mainly under the commercial regime; under the civil regime the essential terms of the future contract must be agreed already now (Section 50a(1)). You pay for that with greater procedural uncertainty if the other party backs out.
• In both cases, the agreement should include a contractual penalty for breach of the obligation and address the fate of any deposit. With an agreement to enter into a future contract, you must also reckon with the obligation ending because of a substantial change of circumstances: under the civil regime under Section 50a(3) of the Civil Code, under the commercial regime only if the bound party gives notice of it without undue delay (Section 292(5) of the Commercial Code).

Where the condition concerns financing, check in advance what form of agreement the bank or grant provider requires, and align the wording of the condition and the periods with its procedure. It is therefore worth choosing the instrument before negotiating with the financing party.

How this will work under the new Civil Code

On 1 October 2026, the National Council of the Slovak Republic approved the new Slovak Civil Code, which will take effect on 1 July 2027. Both instruments will remain, but the agreement to enter into a future contract will be given a single set of rules modelled on today’s commercial regime. The new code does not repeal the Commercial Code, so future contracts and purchases between businesses will be settled definitively only by the implementing amendment. It will suffice to agree the content of the future sale agreement at least in general terms. The call to conclude the agreement must be delivered to the other party within the agreed period, otherwise within one year of the conclusion of the agreement to enter into a future contract, and the action must be brought within one year of the expiry of the period for conclusion. A court will impose the obligation to conclude the sale agreement only if the agreement to enter into a future contract was in writing. With an oral one, only compensation for damage caused by relying on the agreement being concluded will remain.

For a sale agreement subject to a condition precedent, a rule on time limits will be added. If the agreement does not set a period for fulfilment of a condition that depends on a bank or a grant provider, either party may set a reasonable period, and fulfilment after that period has expired without result is no longer taken into account. Protection against frustration of the condition will remain and will be extended: the condition will be deemed fulfilled if its fulfilment is prevented dishonestly, not only deliberately, by the party to whom its non-fulfilment is of benefit. Ownership of the machine will pass at the moment specified in the agreement, otherwise on taking delivery, and the risk of damage will also pass on taking delivery.

Agreements concluded by 30 June 2027 will be governed by the existing law, including its time limits. A sale agreement concluded from 1 July 2027 on the basis of an older agreement to enter into a future contract, however, will already be governed by the new code. If it is to come into existence only on or after that date, prepare its wording according to the new rules, particularly as regards defects and the passing of risk. What the new code changes in relationships between companies is explained in our article one code instead of two.

Status as of 22 October 2026: the act has been approved and was signed by the President on 20 October 2026, but has not yet been promulgated in the Collection of Laws. Until 30 June 2027, the rules described above in this article apply.

How we can help

If you are buying or selling machinery or a vehicle and the transaction depends on a condition, we will prepare a sale agreement for movable assets with a precisely formulated condition and period. If an obligation to conclude the agreement later is the better choice, we will prepare an agreement to enter into a future contract with a call mechanism and sanctions. What happens to a deposit already paid if the transaction falls through is explained in our answer on deposits under an agreement to enter into a future contract.