When an invoice between a Slovak and a Czech company becomes time-barred: three years, four years or the 1974 Convention

A Slovak manufacturer supplied machinery to a Czech customer against an invoice, and it has remained unpaid for more than three years past its due date. The creditor reads that the general limitation period in Czechia is three years and writes the claim off. A Czech company providing services to a Slovak client, by contrast, relies on the Slovak four years and discovers only in court that its contract is governed by Czech law. Both mistakes share a common origin: limitation is determined neither by the debtor’s registered office nor by the state in which proceedings are brought, but by the legislation applicable to the particular obligation. In trade between a Slovak and a Czech company, three regimes come into play.

Sale of goods: the uniform Limitation Convention

Slovakia and Czechia are both contracting states to the 1974 Convention on the Limitation Period in the International Sale of Goods. It was promulgated in the Collection of Laws as Decree No. 123/1988 Coll. and both states became parties to it by succession after the dissolution of Czechoslovakia. The Convention applies to a contract of sale where the seller and the buyer have, at the time of its conclusion, their places of business in contracting states (Article 3(1)), and the law that conflict rules would otherwise designate is in that case disregarded (Article 3(2)). On a sale of goods between a Slovak and a Czech company, there is therefore no question of whether Slovak or Czech legislation applies, and the period is the same for both parties:

The limitation period shall be four years.

— Article 8 of the Convention on the Limitation Period in the International Sale of Goods (Decree No. 123/1988 Coll.), contracting states according to the UN depositary (unofficial English translation)

The period begins to run on the date on which the right may be pursued in legal proceedings (Article 9(1)); a right arising from a breach of contract, which includes an unpaid purchase price, may be pursued on the date on which the contract was breached (Article 10(1)). Irrespective of the other provisions, the period expires at the latest ten years after it began to run (Article 23), and limitation is taken into account in proceedings only if the debtor invokes it (Article 24).

The Convention has its limits. It does not apply to goods bought for personal use (Article 4(a)) or to contracts in which the preponderant part of the seller’s obligations consists of work or services (Article 6(1)). Supply of goods to be manufactured is treated as a sale unless the party ordering them supplies a substantial part of the materials (Article 6(2)). The parties may exclude it, but only expressly (Article 3(3)); a clause excluding only the Vienna Convention on Contracts for the International Sale of Goods must therefore be read carefully.

Services, works and other contracts: the law of the contract decides

Where the Convention does not apply, limitation is governed by the law applicable to the contract; the Rome I Regulation expressly places it within the scope of the applicable law (Article 12(1)(d)). The parties may choose the applicable law (Article 3(1)). Absent a choice, a contract for the provision of services is governed by the law of the country where the service provider has its habitual residence (Article 4(1)(b) of Regulation (EC) No 593/2008). A Slovak IT company invoicing a Czech client without a choice of law therefore generally proceeds under Slovak law even before a Czech court, and with a Czech service provider the position is reversed.

Under Slovak law, where an obligation between businesses relates to their business activity (Section 261(1) of the Commercial Code), the general commercial limitation period applies:

Unless the Act provides otherwise for particular rights, the limitation period shall be four years.

— Section 397 of the Commercial Code (unofficial English translation)

Czech law is stricter for creditors. The general limitation period is three years (Section 629(1) of Act No. 89/2012 Coll.) and it begins to run on the day on which the right could first have been exercised, that is when the creditor learned or should and could have learned of the decisive circumstances (Section 619). A property right becomes time-barred at the latest on the expiry of ten years from the due date (Section 629(2)). Czech law also permits a shorter or longer period to be agreed within statutory limits (Section 630). On a sale of goods, the Convention does not allow such agreements, save for a shorter period for commencing arbitration; its period may be extended only by the debtor, by a written declaration to the creditor (Article 22).

Typical mistakes

• Calculating by reference to the debtor’s registered office. A Czech customer does not mean the Czech three-year period. On a sale of goods, four years apply under the Convention; for services, the law of the provider applies unless the parties chose otherwise.
• Overlooking a choice of law in the customer’s terms. An order referring to terms and conditions with a choice of Czech law may, for services, mean a three-year period even for a Slovak supplier. Whether such terms became part of the contract is assessed separately.
• Relying on reminders. Under the Convention, the period ceases to run on the commencement of court proceedings (Article 13), and a new four-year period is triggered by a written acknowledgement of the obligation, payment of interest or part performance from which acknowledgement may be inferred (Article 20). A reminder alone does not stop time running. We describe how to proceed when a Czech customer proposes instalments in the question a Czech customer asks for instalments.
• Forgetting special regimes. Freight charges from international road carriage become time-barred under the CMR Convention; the detail is in the question limitation of freight charges under CMR.

How to proceed with an older invoice

Before writing it off, check four things: whether this is a sale of goods, or services or works; where the parties had their places of business when the contract was concluded; whether the contract or the terms and conditions contain a choice of law or an exclusion of the Convention; and whether the debtor acknowledged the debt in writing or paid part of it. From that follow both the applicable regime and the last day on which an application must be made to the court. Where the period is marginal, what matters is filing the application in time, not a further demand or further negotiation.

For a Slovak creditor with a Czech debtor we assess the period and conduct the matter before the Czech courts through our debt recovery in the Czech Republic service, and for a Czech company with a Slovak customer through debt recovery in Slovakia. The invoices, the contract and the correspondence with the debtor can simply be sent by email. What default interest is payable on the principal is explained in the question default interest on an invoice between a Slovak and a Czech company, and the Slovak limitation rules in detail in the question when a claim becomes time-barred.

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. The Commercial Code is not being repealed for now, so for obligations between businesses the position will be settled definitively only by the implementing amendment. Of the three regimes described in this article, only Slovak law will change, for services, works and other contracts to which the Convention does not apply:

• the general limitation period will be three years, as in Czechia, so between companies it would replace today’s four years,
• the parties will be able to agree it in writing at no less than one and no more than ten years,
• a written acknowledgement of debt as to both ground and amount will start a ten-year period; payment of interest or of part of the debt from which acknowledgement of the remainder follows, only a three-year one.

It remains the case that the period runs from the day on which the claim can first be asserted in court, not from the creditor’s knowledge as in Czechia. Even under the new rules, a reminder will not stop it; it will stop running only when the claim is asserted before a court or other competent authority. Nothing changes for a sale of goods between a Slovak and a Czech company. The Limitation Convention is an international treaty that the new code does not change, so its four years and its rules on acknowledgement continue to apply. The law governing services will continue to be determined by the Rome I Regulation, and the Czech rules do not change.

Claims under contracts concluded by 30 June 2027 will become time-barred under the existing rules described in this article. Until the implementing amendment decides, as a precaution, for Slovak law and contracts concluded from 1 July 2027, assume the shorter three-year period and also record the contract date for each invoice. More in our article on limitation under the new code.

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.