A business with customers in both Slovakia and Czechia usually has one set of templates prepared and, where necessary, translated into Czech. A Slovak commercial relationship is, however, governed mainly by the Commercial Code (Act No. 513/1991 Zb.) and a Czech one by the new Civil Code (Act No. 89/2012 Sb.), and on the provisions that form the core of commercial templates the two statutes give different answers.
The governing law comes first
The parties may choose the law governing the whole contract or only part of it (Article 3(1) of the Rome I Regulation). That choice has limits. Where all other elements of the situation are located in one country, a choice of another law does not prejudice the provisions of that country’s law which cannot be derogated from by agreement (Article 3(3)). A contract between two Slovak companies with a choice of Czech law therefore does not escape Slovak mandatory rules. A template should be drafted for the law that will actually govern the contract, and the implications of a choice of law need to be understood before it is made.
Formation of the contract: a small divergence
In Slovakia, any acceptance of an offer with modifications is a rejection and a new offer (Section 44(2) of the Civil Code). In Czechia, a reply with an addition or a deviation that does not materially alter the terms is an acceptance unless the offeror rejects it without undue delay (Section 1740(3)). The offeror may, however, exclude this in advance, and a template for contracts governed by Czech law should do so expressly. What to do when the counterparty returns your template with unmarked changes is addressed in our answer on the counterparty returning your contract template with unmarked changes.
Contractual penalties: form, damage and reduction
Slovak law permits a contractual penalty only in a written agreement stating its amount or the method of determining it (Section 544(2) of the Civil Code). Czech law requires no particular form (Sections 559 and 2048(1)). A penalty agreed orally or by telephone may therefore stand under Czech law but not under Slovak law; an email satisfies the Slovak writing requirement only if it captures the content and allows the acting person to be identified (Section 40(4) of the Civil Code). As regards damage, both statutes proceed from the premise that the penalty covers it. Slovak Section 545(2) of the Civil Code allows recovery of damage exceeding the penalty only where this has been agreed, and Czech Section 2050 excludes damages for the damage to which the penalty relates. A disproportionately high penalty may be reduced by a court in both countries (Section 301 of the Commercial Code, Section 2051 of Act No. 89/2012 Sb.), though the Czech statute expressly requires an application by the debtor. The details are in our answers on contractual penalties and on their reduction by a court.
Limitation of liability for damage
A clause capping the amount of compensation is common in commercial templates. The Slovak Commercial Code contains a mandatory rule on it:
The right to compensation for damage may not be waived before the breach of the obligation from which the damage may arise.
— Section 386(1) of the Commercial Code (unofficial English translation)
Whether this prohibition excludes only a complete waiver of the right, or also its limitation to a specified amount, is not settled uniformly in Slovak legal literature. A cap should therefore be set at a reasonable level and drafted so that it does not operate as a concealed waiver. Czech law is clearer here: it does not allow the duty to compensate harm to a person’s natural rights, harm caused intentionally or by gross negligence, or a weaker party’s right to compensation for any harm, to be excluded or limited in advance (Section 2898). Beyond those limits, it does not preclude a contractual cap. The wording of a cap therefore has to be assessed separately for a Slovak and for a Czech contract.
Limitation periods
The general limitation period in Slovak commercial law is 4 years (Section 397 of the Commercial Code) and the parties may not shorten it by agreement, because the provisions on limitation are mandatory (Section 263(1)). It may be extended only by the party against whom the right is becoming time-barred, by a written declaration, and only up to 10 years from the date on which it started to run (Section 401). In Czechia the limitation period is 3 years (Section 629(1)) and the parties may agree a shorter or longer one, of at least one year and at most fifteen years (Section 630(1)); an agreement to the detriment of a weaker party is disregarded (Section 630(2)). A clause shortening the limitation period carried over from a Czech template into a Slovak contract therefore has no statutory basis.
What the two systems have in common
In both countries, an ambiguous expression is, in case of doubt, construed against the party that used it first (Section 266(4) of the Commercial Code, Section 557 of Act No. 89/2012 Sb.). Whoever sends out their own template therefore bears the risk of its ambiguities in Slovakia as well as in Czechia, as we explain in our answer on ambiguous wording in your own contract template.
How to set up templates for both countries
- For each template, determine which law is to govern it and draft the text for that law.
- For clauses on penalties, caps on damages and limitation periods, use different wording for Slovak and for Czech contracts, not a single translation.
- In templates for contracts governed by Czech law, exclude acceptance of an offer with a deviation.
- Do not leave the choice of which version of a template to use to the sales team; tie it to the country and the governing law.
We map, align and keep templates for both countries up to date through contract oversight, which works with both Slovak and Czech law. A new template for a Slovak or Czech relationship is prepared as a bespoke commercial agreement.
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. On all four points in this article, Slovak law will move closer to Czech law, though not completely. At the same time, the new code does not repeal the Commercial Code. For the cap on damages, reduction of penalties and limitation, which the Commercial Code regulates itself, only the implementing amendment will decide definitively on their application between businesses; for acceptance of an offer and the form of a penalty, the new rules would probably also apply between them. The Slovak text will treat the article’s points as follows:
- Acceptance of an offer. Acceptance with an insignificant modification will be an acceptance unless the offeror rejects it without undue delay or has excluded such acceptance in advance. The Czech statute tolerates a deviation that does not materially alter the terms, the Slovak one only an insignificant one.
- Contractual penalty. Written form will be required only for a penalty to a consumer’s detriment. A court will reduce a disproportionately severe penalty on the debtor’s application, as in Czechia. For intentionally caused damage, the creditor will always be entitled to damages exceeding the penalty.
- Cap on damages. It will be possible to limit or even exclude liability in advance, but not for intentional non-performance. Outside consumer contracts, unlike the Czech text, the Slovak text does not expressly exempt gross negligence or harm to health.
- Limitation. The general period will be three years. The parties will be able to agree in writing a shorter or longer period, of at least one and at most ten years, fifteen in Czechia. Such an agreement will not be possible to a consumer’s detriment.
The rule construing an ambiguous expression against the party that used it first remains.
Contracts concluded by 30 June 2027 will be governed by the existing law even if breached later. Prepare the Slovak template for contracts concluded from 1 July 2027, therefore, as a separate version, not as a translation of the Czech one. We discuss the relationship between the two codes in our article on the end of two codes.
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.
This article provides general legal information as at 22 October 2026. It does not constitute legal services or advice on your specific matter. Laws change and the details of your situation may differ. Check the appropriate course of action or contact us before making a decision.
