Agree it in writing in the sale agreement, framework agreement or properly incorporated standard terms. Without it, the buyer acquires ownership on delivery, leaving you only a claim if payment is not made. Retention keeps ownership with you until full payment, especially valuable in the buyer's bankruptcy. Risk of damage still passes on receipt regardless of retained title, so also require insurance and prohibit further disposal.
The goods are with the buyer, the invoice is overdue and the customer has become a debtor. Whether you still own the goods or hold only a claim was decided by one sentence in the agreement: retention of title. It cannot be added retrospectively.
No retention without a written agreement
The Commercial Code (Act No. 513/1991 Coll.) starts from the rule that the buyer acquires ownership when the goods are handed over (Section 443). The parties may agree a different time, but the law prescribes the form:
The parties may agree in writing that the buyer will acquire ownership of the goods later than provided in Section 443. Unless the retention-of-title clause provides otherwise, the buyer is presumed to acquire ownership only upon full payment of the purchase price.
— Section 445 of the Commercial Code (unofficial English translation)
Writing is required outside commercial relationships too, under Section 601 of the Civil Code for sales of movable property. An oral agreement or established practice is therefore insufficient. The clause can appear in the sale or framework agreement or standard terms, but those terms must be properly incorporated and their delivery provable. We separately explain when standard terms become part of the agreement. The same logic applies to a Czech customer: Section 2132 of Act No. 89/2012 Coll. recognises retention, with ownership passing only on full payment.
Ownership remains, but risk passes
Retention does not protect against everything. Risk of damage passes when the buyer receives the goods (Section 455 of the Commercial Code). Even while they remain yours, destruction or damage after receipt is therefore at the buyer’s risk, and the payment duty continues. Require the buyer to insure the goods until payment, refrain from disposing of or processing them, and identify them as another person’s property. Otherwise, ownership of goods that have disappeared through resale or production is difficult to enforce.
Why retention matters when the buyer fails
Retention is most valuable in the buyer’s bankruptcy. Goods you still own do not belong in the bankruptcy estate. If the trustee nevertheless lists them, assert your right with the trustee and bring an action for exclusion under Section 78 of Act No. 7/2005 Coll. on Bankruptcy and Restructuring. Success depends on evidence: written retention, identification through delivery notes and a prompt response. Outside bankruptcy, retention allows the unpaid seller to withdraw from the agreement and seek the goods’ return instead of pursuing a debt.
How we can help
We draft retention and related terms in sale agreements for movable property or general terms and conditions to withstand the customer’s bankruptcy. If the invoice is already overdue, we prepare a letter before action and assess whether recovering the goods or the price is faster. Check the clause before the customer stops paying.
This answer provides general information on the law as at 5 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
