A sale agreement for a car or machine: under the Civil Code, or the Commercial Code?

Anyone looking for a template sale agreement for a car or a machine usually comes across two versions: “under the Civil Code” and “under the Commercial Code”. Which code applies, however, is not decided by the heading of the agreement. Slovak law has two regimes for the purchase of movable assets, and which one applies depends chiefly on who is buying and selling, and for what purpose. The differences usually emerge only once a defect appears in the asset or the buyer fails to pay.

When the Commercial Code applies

The Commercial Code applies where the purchase is concluded by two businesses in the course of their business activity:

This Part of the Act governs obligations between businesses where it is apparent on their creation, having regard to all the circumstances, that they relate to their business activity.

— Section 261(1) of Act No. 513/1991 Coll. (unofficial English translation)

What matters is the status of the parties at the time the obligation arises (Section 261(8)). A company buying a van from another company for its operations will be in the commercial regime. Two private individuals selling each other a used car will be in the civil regime. Where a business stands on one side and a person acting outside business on the other, the commercial regime does not apply of itself; and where a business sells to a consumer, the special rules on consumer sales apply in addition. The situation in the opposite direction, where a company buys from a private individual, is examined in our answer on a business buying from a private individual.

Parties whose relationship is not commercial may choose the commercial regime, but only by written agreement (Section 262). The heading “sale agreement under Section 409 of the Commercial Code” on an agreement between two private individuals is therefore uncertain; if the regime is to apply, the agreement must say so expressly, and it is worth considering whether it benefits the weaker party at all.

Ownership and the risk of damage

Under the civil regime, ownership of a movable asset is acquired on taking delivery unless the law or the parties’ agreement provides otherwise (Section 133(1) of Act No. 40/1964 Coll.), and the risk of accidental destruction passes to the buyer together with ownership (Section 590). Under the commercial regime, the buyer acquires ownership as soon as the delivered goods are handed over to it (Section 443); the parties may agree in writing on an earlier passing (Section 444). The risk of damage passes on taking delivery of the goods, or at the moment the buyer breaches its duty to take delivery (Section 455). In both regimes ownership and risk may be separated, typically under retention of title until payment, where the buyer already uses the asset and bears the risk of its damage but is not yet the owner. For retention of title, the Civil Code expressly provides that the risk passes on handing over the asset unless the agreement provides otherwise (Section 601); in the commercial regime, retention of title is governed by Section 445.

Defects: the greatest difference in practice

On a purchase between private individuals, where there is a latent defect of which the seller did not warn the buyer, the buyer is entitled to a reasonable discount and, where the defect renders the asset unusable, also to withdraw from the agreement (Section 597). The defect must, however, be notified in time, otherwise the rights lapse:

The buyer may exercise rights under liability for defects only if it notified the defect to the seller without undue delay, at the latest within 24 months of taking delivery of the asset. If it does not notify the defect within that period, the rights under liability for defects lapse.

— Section 599 of Act No. 40/1964 Coll. (unofficial English translation)

The Commercial Code demands more diligence of the buyer. It must inspect the goods as soon as possible after the risk of damage passes (Section 427) and notify a defect without undue delay after discovering it or after it ought to have discovered it, at the latest within two years of delivery; where a guarantee of quality has been given, the guarantee period applies instead (Section 428(1)). Late notification means the court will not award the right arising from the defect, but only if the seller raises the point in the proceedings, and this does not apply to defects of which the seller knew or must have known (Section 428(2) and (3)). A company that sorts through a delivery only months later therefore risks losing its claims even though the defect objectively existed.

The limitation periods also differ: the general period is three years in the civil regime and four years in the commercial one (Section 397 of the Commercial Code).

When the seller or buyer is Czech

Czechia has no dual regime; purchases are governed by a single Civil Code (Act No. 89/2012 Sb.). It also treats ownership differently: for an asset determined individually, such as a specific car, title generally passes as soon as the agreement takes effect (Section 1099 of Act No. 89/2012 Sb.), rather than on handing over. As to notification of defects, a Czech buyer, particularly outside consumer sales, has a duty similar to that of a Slovak business: the defect must be notified without undue delay and, for a latent defect, at the latest within two years of the asset being handed over, and the court will take account of lateness only if the seller raises an objection (Section 2112).

For sales of goods between companies with places of business in Slovakia and Czechia, the United Nations Convention on Contracts for the International Sale of Goods (Notification No. 160/1991 Coll.), in force in both countries, applies in addition. The Convention does not apply to goods bought for personal, family or household use, unless the seller neither knew nor ought to have known of such a purpose, and the parties may exclude it by agreement (Articles 2 and 6 of the Convention). If you do not exclude it, the agreement is governed by its rules on the matters it covers, rather than by the Commercial Code. A cross-border agreement should therefore expressly determine the governing law and its position on the Convention. What to watch for when buying a vehicle from Czechia is set out in our answer on buying a car from Czechia.

What this means for the agreement

• Determine who is on the seller’s and buyer’s side and whether the transaction is business activity; the regime follows from that.
• For a vehicle or machine, record the condition of the asset, known defects and how the seller evidenced its condition, for example by service history.
• In the commercial regime, agree the time and manner of inspection and the form of notice of defects, so that no dispute arises about timeliness.
• Expressly determine the moment ownership and risk pass, particularly where payment is deferred or made in instalments.
• For a cross-border purchase, determine the governing law and decide whether the UN Convention is to apply.

We prepare or review sale agreements for vehicles, machinery or goods under Slovak and Czech law alike under our sale agreement for movable assets service. If the purchase still depends on a loan or on delivery, see also our article on a future contract, or an agreement with a condition precedent.

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. It regulates the sale agreement as a single contract type for private individuals and businesses alike. However, the new code does not repeal the Commercial Code, so purchases between businesses, including the limitation period, will be settled definitively only by the implementing amendment. For purchases between private individuals, for example of a used car, the biggest change will concern liability for defects:

• a defect will have to be notified without undue delay after you had the opportunity to inspect the asset, and at the latest within six months of taking delivery, not within two years as today,
• later, it will be possible to notify only a defect of which the seller knew or must have known and of which it gave no warning (no more than two years from performance), or a defect during the guarantee period where the seller gave a guarantee of quality; even then, however, only without undue delay after you discovered it or ought to have discovered it,
• the buyer will be obliged to inspect the asset on taking delivery; if the buyer does not, then for defects detectable on inspection the buyer will have to prove that the asset already had them at that time,
• it will no longer be possible to assert a defect notified late in court.

Ownership of a movable asset will pass at the moment specified in the agreement, otherwise on taking delivery. The risk of damage will also pass on taking delivery, and retention of title will still have to be in writing. The special rules on consumer sales remain essentially unchanged, and the Slovak code changes neither Czech law nor the UN Convention.

Sale agreements concluded by 30 June 2027 will be governed by the existing rules, including the period under Section 599, even if the defect becomes apparent later. If you buy from 1 July 2027, inspect the asset on taking delivery, record its condition in a handover report and, if you need longer protection, agree a guarantee of quality. How the new code brings the two regimes together 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.