Law & Q&A

Book 1, Title 1, Chapter 1

Art. 1(2).

Unless expressly prohibited by law, persons can stipulate rights and obligations in derogation from the law; stipulations contrary to good morals, public order or the law relating to the status of persons, including the right to protection of personality, are prohibited.

Art. 6.

(1) Everyone is obliged to act fairly in legal relations.

(2) No one may benefit from an unfair or unlawful act. Furthermore, no one may benefit from an unlawful situation which the person caused or over which the person has control.

Art. 7.

A person who acted in a certain way is presumed to have acted fairly and in good faith.

Book 1, Title 5, Chapter 1, Division 3

Art. 559.

Everyone has the right to choose any form of legal act unless the choice of form is restricted by an agreement or by law.

Art. 564.

If the law requires a legal act to have a specific form, the content of the legal act may be changed by an expression of will in the same or stricter form; if this form is only required based on an agreement between the parties, the content of the legal act may also be changed in another form, unless excluded by an agreement between the parties.

Book 1, Title 5, Chapter 1, Division 5

Art. 570(1).

A legal act has effects with respect to an absent person from the moment when the declaration of will reaches the person; if the party declaring its will intentionally frustrates the will reaching the person, it is conclusively presumed to have duly reached the person.

Art. 573.

A consignment which has reached the addressee and which was dispatched using a postal service provider shall be deemed to have reached the addressee on the third working day after it was dispatched; however, if it was dispatched to an address in another country, it shall be deemed to have reached the address on the fifteenth working day after it was dispatched.

Book 1, Title 5, Chapter 1, Division 6

Art. 579(2).

A person who has caused a legal act to be invalid is obliged to compensate the damage caused to the party that was unaware of the invalidity.

Art. 580.

(1) A legal act contrary to good morals as well as a legal act contrary to the law is invalid, if the sense and purpose of the law require so.

(2) A legal act is invalid if something impossible is to be performed thereunder.

Art. 583.

If a person acted in error concerning a decisive circumstance and was misled by the other party, the legal act is invalid.

Art. 584.

(1) If an error concerns a secondary circumstance which neither party has declared decisive, the legal act is valid, but the misled person is entitled to claim appropriate compensation from the person who caused the error. 

(2) If a legal act in error was made because of trickery, the legal act is invalid, even if the error only concerns a secondary circumstance.

Art. 586.

(1) If the invalidity of a legal act is determined to protect the interest of a particular person, only that person may invoke the invalidity.

(2) Unless an entitled person invokes invalidity of a legal act, the legal act is deemed valid.

Art. 588.

A court considers, even of its own motion, the invalidity of a legal act which is manifestly contrary to good morals or which is contrary to the law and manifestly disrupting public order. This also applies in cases in which a legal act requires the provision of a performance that is impossible from the beginning.

Book 1, Title 5, Chapter 3, Division 1

Art. 619.

(1) In the case of a right enforceable by a public authority, the limitation period commences from the date on which the right could be asserted for the first time. 

(2) A right may be asserted for the first time once the entitled person became aware of the circumstances decisive for the commencement of the limitation period or when the person should and could have learnt thereof.

Art. 620(1).

Circumstances decisive for the commencement of a limitation period for a right to compensation for damage include knowledge of the damage and the person liable to provide the compensation of damage. The same applies mutatis mutandis to the remedy of harm.

Art. 621.

Circumstances decisive for the commencement of the limitation period for a right to restitution of unjust enrichment include knowledge that the unjust enrichment has occurred and of the person liable to surrender it.

Art. 625.

In the case of a right created because of a complete destruction or loss of a transported thing, the limitation period commences on the date the consignment was to be delivered to the recipient. However, if the transported thing was only damaged or if it was delivered late, the limitation period commences on the date on which the consignment was delivered.

Art. 629.

(1) The limitation period is three years.

(2) A property right is time-barred no later than after ten years from the date on which it became due unless the law specifically provides a different limitation period.

Art. 630.

(1) The parties may agree on a shorter or a longer limitation period, calculated from the date on which the right could have been asserted for the first time, than that provided for by the law, but with a minimum duration of one year and a maximum duration of fifteen years. 

(2) If a shorter or longer limitation period is agreed to the detriment of the weaker party, such a stipulation is disregarded. Moreover, a stipulation on a shorter limitation period is disregarded if it concerns a right to a performance arising from harm to freedom, life, or health, or a right arising from a wilful breach of obligation.

Art. 636.

(1) A right to compensation for damage or other harm is time-barred no later than ten years after the date the damage or harm occurred. 

(2) If damage or harm was caused intentionally, the right to its compensation is time-barred no later than fifteen years after the date on which the damage or harm occurred. This also applies in the case of damage or harm caused as a result of a breach of an obligation in connection with bribery consisting in offering, promising to provide, or providing a bribe by a person other than the aggrieved person or in directly or indirectly soliciting a bribe from the aggrieved person. 

(3) Subsections (1) and (2) do not apply to a right arising from harm to freedom, life, or health.

Art. 638.

(1) The right to restitution of unjust enrichment is time-barred no later than ten years after the date on which the unjust enrichment occurred. 

(2) If unjust enrichment was acquired intentionally, the right to restitution of the unjust enrichment is time-barred no later than fifteen years after the date on which the unjust enrichment occurred.

Art. 639.

If a debtor acknowledged the debt, the right is time-barred ten years after the date on which the acknowledgement was made. If, however, the debtor specifies in the acknowledgement a period within which the debtor will discharge the debt, the right is time-barred ten years after the last day of the period specified.

Book 4, Title 1, Chapter 2, Division 1

Art. 1728.

(1) Any person is free to negotiate a contract and is not liable for not concluding it unless the person commences or continues the negotiations of a contract without intending to conclude it. 

(2) When negotiating a contract, the contracting parties are obliged to disclose to each other all the factual and legal circumstances of which they know or must know, so that each of the parties can verify the possibility to conclude a valid contract and the interest of each party in concluding the contract is evident to the other party.

Art. 1729.

(1) If the parties reach such a point in the contract negotiations that the conclusion of the contract seems highly probable, the party which terminates the negotiations without a just cause despite reasonable expectations of the other party to conclude the contract acts unfairly. 

(2) A party who acts unfairly is obliged to compensate the other party for the damage, but only to an extent not exceeding the loss from failing to conclude a contract in similar cases.

Art. 1730.

(1) If parties provide each other with information and communications during the negotiation of a contract, each party has the right to keep records thereof, even if the contract is not concluded. 

(2) If a party obtains confidential information or communication about the other party during negotiations of a contract, it is obliged to take care that such information or communication is not unlawfully misused or disclosed. If a party breaches this obligation and is enriched thereby, it is obliged to surrender to the other party what constitutes such enrichment.

Book 4, Title 1, Chapter 2, Division 3

Art. 1746.

(1) The statutory provisions governing various types of contracts apply to contracts whose content include the essential elements of a contract provided under the basic provision for each of those contracts.

(2) Parties may also conclude a contract which is not specifically regulated as a type of contract.

Art. 1751.

(1) A part of the content of a contract may be determined by reference to standard commercial terms which are attached to the offer by the offeror or of which the parties are aware. The derogation provisions in the contract prevail over the provisions in the standard commercial terms.

(2) If, in an offer and the acceptance thereof, parties make a reference to the standard commercial terms which are contradictory, the contract is nevertheless concluded with the content determined to the extent to which the standard commercial terms are not in conflict; this also applies in cases where such a conclusion is excluded by the standard commercial terms. If this is excluded by any of the parties without undue delay after exchanging the expressions of will, the contract is not concluded.

(3) When concluding a contract between entrepreneurs, a part of the content of the contract may be determined simply by a reference to standard commercial terms prepared by professional or interest organisations.

Art. 1752.

(1) If, in the ordinary course of business, a party concludes contracts with a number of persons and such contracts oblige the parties to provide a long-term recurrent performance of the same kind with reference to standard commercial terms, and the nature of the obligation already indicates in the course of the contract negotiations that subsequent changes thereto will be reasonably necessary, the parties may stipulate that a party may amend the standard commercial terms to an appropriate extent. The stipulation is valid if at least the manner in which the change is to be notified to the other party is stipulated in advance, and if the party becomes entitled to refuse the changes and, as a result, terminate the obligation with a notice period sufficient to procure similar performances from another supplier; however, a stipulation which links the termination to a special obligation for the terminating party is disregarded.

(2) If the extent of changes to the standard commercial terms has not been agreed between the parties, changes caused by such a change in the circumstances which the party referring to the standard commercial terms must have expected at the conclusion of the contract, or changes caused by a change in the party’s personal or financial situation are disregarded.

Art. 1753.

A provision of the standard commercial terms which the other party could not have reasonably expected is ineffective, unless expressly accepted by that party; any contrary stipulation is disregarded. Whether it is such a provision is assessed not only with regard to its content, but also to the manner in which it is expressed.

Art. 1755.

If a party generally waives any objections to the validity of a contract, such a waiver is disregarded.

Book 4, Title 1, Chapter 2, Division 5

Art. 1765.

(1) If there is a change in circumstances so substantial that it creates a particularly gross disproportion in the rights and obligations of the parties by disadvantaging one of them either by disproportionately increasing the cost of the performance or by disproportionately reducing the value of the subject of performance, the affected party has the right to demand renegotiation of the contract with the other party if it proves that it could neither have reasonably foreseen nor influenced the change, and that the change occurred after the conclusion of the contract or became known to the affected party after the conclusion of the contract. The assertion of this right does not entitle the affected party to suspend the performance. 

(2) The right under Subsection (1) does not arise if the affected party has assumed the risk of a change in circumstances.

Art. 1766.

(1) If the parties fail to reach an agreement within a reasonable time, a court may, on the application of any of them, decide to change the contractual obligation by restoring the balance of rights and obligations of the parties, or to extinguish the contractual obligation as of the date and under the conditions specified in the decision. The court is not bound by the applications of the parties.

(2) A court may dismiss an application to change an obligation if the affected party fails to assert the right to renew contract negotiations within a reasonable time after it must have become aware of the change in circumstances; this time limit is presumed to be two months.

Book 4, Title 1, Chapter 7, Division 1

Art. 1977.

If, by its default, a party materially breaches its contractual obligation, the other party may withdraw from the contract if it notifies the party in default accordingly without undue delay after learning of the default.

Art. 1978.

(1) If a default of one of the parties constitutes a non-material breach of its contractual obligation, the other party may withdraw from the contract after the defaulting party fails to fulfil its obligation within a reasonable additional time limit expressly or implicitly provided by the other party. 

(2) If a creditor notifies a debtor that the creditor grants the debtor an additional time limit to perform and that there will be no extension thereof, the creditor is conclusively presumed to have withdrawn from the contract upon the expiry of the additional time limit within which the debtor fails to perform.

Book 4, Title 1, Chapter 7, Division 2

Art. 1998.

(1) An obligation may be terminated if the parties so stipulate or the las so provides.

(2) If a party terminates an obligation, the obligation is extinguished upon the expiry of the notice period. However, if an obligation may be terminated without a notice period, the obligation is extinguished on the effective date of the notice of termination.

Art. 1999.

(1) If a contract concluded for an indefinite period obliges at least one party to perform a continuous or recurrent activity or obliges at least one party to tolerate such an activity, the obligation may be extinguished by the end of a calendar quarter by at least three months' notice of termination. 

(2) If a party has undertaken to refrain from a certain activity and it is clear from its nature that the obligation is not limited in time, the provision of Subsection (1) does not apply.

Art. 2000.

(1) If a contract has been concluded without a serious reason for a definite period in a way that it binds an individual for his lifetime or anyone for a period exceeding ten years, the obligation may be sought to be rescinded after ten years from its creation. A court will also extinguish an obligation if the circumstances on which the parties apparently relied when the obligation was created have changed to such an extent that the obliged party cannot be reasonably required to be further bound by the contract. 

(2) If a party waives its right to claim rescission of an obligation in advance, it is disregarded. This does not apply if a legal person is the obliged party.

Art. 2001.

A contract may be withdrawn from if the parties so stipulated or if the law so provides.

Art. 2002.

(1) If a party materially breaches a contract, the other party may withdraw from the contract without undue delay. A material breach means such a breach of which the breaching party, at the conclusion of the contract, knew or should have known that the other party would not have concluded the contract if it had foreseen such a breach; in other cases, a breach is presumed not to be of a material nature. 

(2) A party may withdraw from a contract without undue delay after the conduct of the other party undoubtedly indicates that the party is about to commit a material breach of contract and if it fails to provide a reasonable security after being requested to do so by the other party.

Art. 2004.

(1) Upon withdrawal from the contract, the obligation is rescinded from the outset. 

(2) If a debtor provides a partial performance, the creditor may withdraw from the contract only in respect of the part of the performance that has not been performed. However, if a partial performance is of no significance to the creditor, the creditor may withdraw from the contract in respect to the entire performance. 

(3) If a contract obliges a debtor to provide a continuous or recurrent activity or provide a successive partial performance, the creditor may withdraw from the contract only with effect from that moment onward. This does not apply if the already accepted partial performances are no longer in themselves of significance to the creditor.

Art. 2005.

(1) Upon withdrawal from a contract, the rights and obligations of the parties are extinguished to the extent of the withdrawal. This is without prejudice to the rights of third persons acquired in good faith. 

(2) Withdrawal from a contract does not affect the right to payment of a contractual penalty or default interest if already due, the right to compensation for damage arising from a breach of a contractual obligation, or a stipulation which, due to its nature, is intended to oblige the parties even after the withdrawal from the contract, in particular a stipulation on the dispute resolution. If the debt has been secured, the withdrawal from the contract does not affect the security.

Art. 2006.

(1) If a debt becomes impossible to be discharged after the obligation has been created, the obligation is extinguished due to the impossibility of performance. A performance is not impossible if the debt can be discharged under worsened conditions, at higher costs, with the help of another person or only after a specified period. 

(2) The debtor proves the impossibility of performance.

Book 4, Title 1, Chapter 8, Division 3

Art. 2048.

(1) If, in case of a breach of a contractual obligation, the parties agree on a contractual penalty in a particular amount or on a manner to determine the amount, the creditor may claim the contractual penalty irrespective of whether the creditor has actually incurred damage by a breach of the corroborated obligation. The contractual penalty may also be agreed in a form other than pecuniary performance.

(2) An arrangement by which a minor who has not attained the age of fifteen at the time of the arrangement undertook to pay a contractual penalty shall be disregarded.

Art. 2049.

The payment of a contractual penalty does not relieve the debtor of the obligation to discharge the debt corroborated by the contractual penalty.

Art. 2050.

If a contractual penalty has been agreed, the creditor will not be entitled to damages resulting from a breach of the obligation that is subject to the contractual penalty.

Art. 2051.

A court may reduce an excessively high contractual penalty on an application filed by the debtor, considering the value and relevance of the obligation subject to the penalty; the amount may be reduced up to the amount of damage incurred before the decision is issued by the court as a result of a breach of the obligation which is subject to the contractual penalty. If the non-breaching party becomes entitled to damages later, it is entitled to damages up to the amount of the contractual penalty.

Art. 2052.

The provisions governing the contractual penalty will also apply to a penalty provided for by a legal regulation for a breach of a contractual obligation (a penalty).

Book 4, Title 2, Chapter 1, Division 2

Art. 2079.

(1) By a purchase contract, the seller undertakes to deliver a thing which constitutes the subject of the purchase to the buyer and allow the buyer to acquire the right of ownership therein, and the buyer undertakes to take over the thing and pay the seller the purchase price. 

(2) Unless otherwise required by the contract or usages, the seller and the buyer are obliged to fulfil their obligations at the same time.

Art. 2080.

A purchase price is stipulated with sufficient certainty if at least the method of its determination is stipulated.

Art. 2082.

(1) The risk of damage to a thing passes to the buyer simultaneously with the acquisition of the right of ownership. If the buyer acquires the right of ownership before the delivery of the thing, the seller has the rights and obligations of a depositary until the delivery of the thing. 

(2) At the conclusion of a contract with a suspensive condition, the risk of damage to the thing passes to the buyer no earlier than on the date on which the condition is met.

Art. 2084.

When negotiating a purchase contract, the seller notifies the buyer of the defects in a thing of which the seller knows.

Art. 2086.

(1) A contract for the supply of a thing which is yet to be manufactured is assessed as a purchase contract, unless the person to whom the thing is to be supplied undertakes to hand over to the other party a substantial part of what is needed to manufacture the thing. 

(2) A contract under which the dominant part of the supplier’s performance consists of the performance of an activity is not considered to constitute a purchase contract.

Art. 2087.

The seller delivers the thing as well as the related documents to the buyer and allows the buyer to acquire the right of ownership in the thing in accordance with the contract.

Art. 2088.

The seller fulfils the seller’s obligation to deliver the thing to the buyer by allowing the buyer to dispose of the thing at the place of performance and notify the seller thereof in due time.

Art. 2090(1).

If the seller is to dispatch the thing, the seller delivers the thing to the buyer by handing it over to the first carrier for carriage to the buyer and allows the buyer to assert the rights arising from the contract of carriage against the carrier.

Art. 2093.

If the seller supplies a larger quantity of things than agreed, the purchase contract is also concluded in respect of the excess quantity, unless the buyer refused it without undue delay.

Art. 2095.

The seller delivers the object of purchase to the buyer in the agreed quantity, quality, and design. If the quality and design have not been agreed, the seller performs in the quality and design appropriate for the purpose evident from the contract, or otherwise for the usual purpose.

Art. 2096.

In determining the quality or design according to an agreed sample or model, the quality or design of the thing must correspond to the sample or model. If the quality or design determined in the contract differs from the sample or model, the contract prevails. If a contract and sample determine the quality or design of a thing differently, but not in contradiction, the thing must correspond to both the contract, and the sample or model.

Art. 2097.

Unless it has been stipulated how a thing is to be packaged, the seller packages the thing according to usages; in their absence, the seller does so in a manner necessary to preserve and protect the thing. The seller furnishes the thing with packaging for carriage in the same manner.

Art. 2106.

(1) If a defective performance constitutes a material breach of contract, the buyer has the right to: 
(a) have the defect removed by having a new thing without defect or a missing thing supplied, 
(b) the removal of the defect by having the thing repaired, 
(c) a reasonable reduction of the purchase price, or 
(d) withdraw from the contract.

(2) The buyer notifies the seller of the right the buyer has chosen upon the notification of the defect or without undue delay thereafter. The buyer may not change the choice made without the consent of the seller; this does not apply if the buyer requested the repair of a defect which proves to be irreparable. If the seller fails to remove the defects within a reasonable time limit or if the seller notifies the buyer that the seller will not remove the defects, the buyer may, instead of having the defects removed, request a reasonable reduction of the purchase price or withdraw from the contract. 

(3) If the buyer fails to make the buyer’s choice of right in time, the buyer has the rights under Section 2107.

Art. 2107.

(1) If a defective performance constitutes a non-material breach of contract, the buyer has the right to have the defects removed, or to a reasonable reduction of the purchase price. 

(2) Until the buyer asserts the buyer’s right to a reduction of the purchase price or withdraws from the contract, the seller may supply what is missing or remove a legal defect. Other defects may be remedied at the seller’s option by repairing the thing or supplying a new thing; the seller’s choice must not cause the buyer to incur unreasonable costs. 

(3) If the seller fails to remove a defect of a thing in time or refuses to remove the defect, the buyer may request a reduction of the purchase price or withdraw from the contract. The buyer may not change his choice without the seller’s consent.

Art. 2108.

Until a defect is removed, the buyer does not have to pay the part of the purchase price estimated to be reasonably corresponding to the buyer’s right to the price reduction.

Art. 2109.

When the new thing is supplied, the buyer returns the originally supplied thing to the seller at the seller’s expense.

Art. 2110.

A buyer may not withdraw from a contract or demand the supply of a new thing if the buyer cannot return the thing in the same condition in which the buyer received it. This does not apply if: 
(a) there has been a change in the condition because of an inspection to discover a defect of the thing, 
(b) the buyer used the thing before the discovery of a defect, 
(c) the buyer did not cause the impossibility to return the thing in the same condition by an act or omission, or 
d) the buyer sold the thing before the discovery of the defect, consumed it, or altered the thing during its normal use; if this has happened only in part, the buyer returns to the seller everything the buyer still can and compensates the seller in the amount of the benefit the buyer enjoyed because of the use of the thing.

Art. 2111.

If a buyer fails to notify the defect of a thing in time, the buyer loses the right to withdraw from the contract.

Art. 2112.

(1) If a buyer fails to notify the defect without undue delay after the buyer could have discovered it during a timely inspection and by exercising adequate care, a court does not grant the buyer the right arising from a defective performance. In case of a latent defect, the same applies if the defect was not notified without undue delay after the buyer could have discovered it by exercising due care, but no later than two years after the delivery of the thing. 

(2) A court considers the effects under Subsection (1) only in case the seller invokes late notification of a defect. However, the seller is not entitled to assert the defence if the defect is due to a fact of which the seller was or must have been aware at the time the thing was delivered.

Art. 2113.

By a quality guarantee, a seller undertakes that a thing will be fit for use for the usual purpose for a certain period or that it will retain the usual characteristics. Specification of a guarantee period or the “use by” date of a thing on the packaging or in advertising has the same effect. A guarantee may also be provided for an individual part of a thing.

Art. 2114.

If a contract and declaration of guarantee determine different guarantee periods, the longest period applies. However, if the parties stipulate a guarantee period other than that which is indicated on the packaging as the thing’s “use by” date, the agreement between the parties takes precedence.

Art. 2115.

The guarantee period commences upon the delivery of the thing to the buyer; if the thing was dispatched according to the contract, it commences when the thing reaches its destination. If the purchased thing is to be commissioned by a person other than the seller, the guarantee period commences on the date on which the thing was commissioned if the buyer ordered the commissioning no later than within three weeks from the takeover of the thing and provided the necessary assistance in the performance of the service properly and in due time.

Art. 2117.

Sections 2172 and 2173 apply mutatis mutandis to the notification of a defect covered by a guarantee and to the assertion of the right arising from a defective performance.

Art. 2121.

(1) The risk of damage to a thing passes to the buyer upon takeover. 

(2) The same consequences occur if a buyer fails to take over a thing although the buyer is allowed by the seller to dispose of it.

Art. 2122.

If a buyer is to take over a thing from a third person, the risk of damage passes to the buyer when the buyer can dispose of the thing, but no earlier than at the time stipulated as the time of performance.

Art. 2132.

If a seller reserves the right of ownership in a thing, the buyer is deemed to become the owner only upon the full payment of the purchase price. However, the risk of damage to the thing passes to the buyer as early as upon its takeover.

Art. 2134.

Reservation of the right of ownership is effective with respect to the buyer’s creditors only if the stipulation was made in the form of a public instrument, or in writing with the authenticated signatures of the parties, but in the latter case, it is effective only from the date of the authentication of the signatures. However, if the reservation of the right of ownership has been stipulated in respect to a thing registered in a public register, it is effective with respect to third persons only if it has been registered in that register.

Book 4, Title 2, Chapter 2, Division 5

Art. 2358.

(1) By a licence agreement, a licensor grants to a licensee an authorisation to exercise intellectual property rights (a licence) within the stipulated limited or unlimited extent, and a licensee undertakes, unless otherwise stipulated, to pay remuneration to the licensor.

(2) The agreement must be in writing in the following cases:
(a) where an exclusive licence is granted, or
(b) where the licence is to be entered in the relevant public register.

(3) A licence to a subject of industrial property registered in a public register becomes effective against third persons upon entry in the register.

Book 4, Title 2, Chapter 5, Division 5

Art. 2483.

(1) By a commercial agency contract, a commercial agent, as an independent entrepreneur, undertakes to carry out long-term activities for the principal aimed at facilitating the conclusion of a certain type of business transaction by the principal or negotiating business transactions in the name of the principal and on the principal’s account, and a principal undertakes to pay a commission to the commercial agent. 

(2) A commercial agency contract must be in writing.

Art. 2484.

A person who can, from the position of the person’s membership in the body of the principal or another person with whom a business transaction is to be concluded, oblige the principal or this person, an official receiver of a legal person or an insolvency administrator, may not become a commercial agent of a legal person. Contrary stipulations are disregarded.

Art. 2485.

If it is not stipulated where a commercial agent is to pursue the commercial agent’s activities, the Czech Republic is presumed to be the stipulated geographical area; if the commercial agent is a foreign person, the country of the commercial agent’s registered office at the time of the conclusion of the contract is the stipulated geographical area.

Art. 2486.

A commercial agent has no right to conclude business transactions on behalf of the principal, accept anything for the principal or otherwise make legal acts on behalf of the principal. In the case of a contrary stipulation, the related rights and obligations of the parties are governed by the provisions on mandates.

Art. 2487.

(1) If an exclusive commercial agency has been agreed upon, the principal is not entitled to use another commercial agent in the relevant geographical area or for the determined group of persons; a commercial agent is, within the same scope, not entitled to exercise commercial agency for other persons or conclude business transactions on the commercial agent’s own account or the account of another person. 

(2) A principal is entitled to conclude business transactions covered by an exclusive commercial agency even without the participation of a commercial agent. In this case, however, the commercial agent has a right to a commission, as if these business transactions were concluded with the commercial agent’s participation.

Art. 2488.

If it does not follow from the contract that the commercial agency is exclusive, the principal may also entrust another person with the same commercial agency as was stipulated with the commercial agent, and the commercial agent may also perform the activity to which the commercial agent undertook with respect to the principal for other persons or conclude business transactions subject to the commercial agency on the agent’s own account or the account of another person.

Art. 2489.

(1) A commercial agent carries out the commercial agent’s activities with professional care. A commercial agent minds the principal’s interests, acts in accordance with the authorisation and reasonable instructions from the principal and provides the principal with the necessary information which the commercial agent learned in connection with the performance of the commercial agent’s obligations and which is related to such performance. 

(2) A commercial agent provides the principal with information on market developments and all other circumstances relevant to the legitimate interests of the principal, particularly for its decision-making related to the conclusion of business transactions.

Art. 2490.

Where the right of a commercial agent to conclude business transactions on behalf of the principal has been stipulated, such business transactions may only be concluded under the standard commercial terms determined by the principal, unless the principal agrees to a different procedure.

Art. 2491.

(1) If it would be contrary to the interests of the principal, a commercial agent may not provide a third person with information which the commercial agent obtained from the principal or use such information for himself or other persons, unless approved by the principal. The same applies to information which a commercial agent did not learn directly from the principal, but in the performance of the commercial agent’s obligations under the contract, and the use of which could cause harm to the principal. 

(2) The obligation of a commercial agent under Subsection (1) continues even after the termination of the commercial agency.

Art. 2492.

A commercial agent is liable as a surety for the fulfilment by a third person of obligations following from a business transaction the conclusion of which the commercial agent proposed to the principal or which the commercial agent concluded on behalf of the principal, only if the commercial agent undertook to do so in writing and if a special consideration was stipulated for the assumption of the suretyship.

Art. 2493.

If a commercial agent obtains documents during his activities and such documents may be relevant to the protection of the legitimate interests of the principal, the commercial agent keeps them for the necessary period of time.

Art. 2494.

If a commercial agent is unable to carry out his activities, he informs the principal without undue delay.

Art. 2495.

A principal arranges and provides a commercial agent with the information necessary to perform the commercial agent’s obligations.

Art. 2496.

(1) A principal provides a commercial agent with the necessary documentation relating to the subject of the business transactions. 

(2) A principal hands over to a commercial agent all documents and things necessary for the performance of the commercial agent’s obligations. The documents and things handed over remains in the ownership of the principal; the commercial agent shall return them to the principal after the end of commercial agency, unless, given their nature, they were consumed during the commercial agency.

Art. 2497.

A principal shall, without undue delay, inform a commercial agent whether the principal accepted, rejected, or failed to perform, a business transaction arranged by the commercial agent.

Art. 2498.

If a principal anticipates a significant reduction in the scope of activities from what a commercial agent could reasonably expect, the principal notifies the commercial agent within a reasonable period of time.

Art. 2499.

(1) if the amount of commission has not been stipulated, a commercial agent has a right to a commission in the amount corresponding to the usages at the place of the commercial agent’s activity with respect to the kind of goods or services which are subject of the business transactions; in the absence of such usages, the commercial agent is entitled to a commission in a reasonable amount which taking into account the substantial circumstances of the acts performed. 

(2) If the basis for the calculation of commission is based on the scope of obligations fulfilled by a third person, the basis shall also include performance unrealised for reasons on the part of the principal. 

(3) Each part of consideration, the amount of which varies according to the number and value of business transactions concluded, is considered a component of the commission.

Art. 2500.

A commercial agent’s commission is presumed to also include costs associated with the commercial agency. If it has been stipulated that a principal will pay these costs to a commercial agent in addition to commission, the commercial agent becomes entitled to be reimbursed for the costs if the commercial agent also becomes entitled to a commission.

Art. 2501.

(1) A commercial agent has the right to a commission for acts performed under the commercial agency if a business transaction has been concluded because of the commercial agent’s activities or if it has been concluded with a third person acquired by the commercial agent for the purpose of executing such a business transaction before the effective date of the contract. 

(2) In the case of an exclusive commercial agency, a commercial agent is also entitled to a commission for business transactions executed with a third person coming from a geographical area, or from a group of persons, which are not covered by the exclusive commercial agency.

(3) If a commercial agency terminated, a commercial agent is entitled to a commission if the business transaction was executed mainly because of the commercial agent’s activities within a reasonable period after the termination of the commercial agency, or if a third person made an order with the commercial agent or principal before the termination of the commercial agency under the conditions provided under Subsections (1) or (2).

Art. 2502.

A commercial agent does not become entitled to a commission under Section 2501(1) and (2) if a previous commercial agent has the right to the commission under Section 2501(3), unless it is fair, given the circumstances, to split the commission between two commercial agents. 

Art. 2503.

If it has been stipulated that a commercial agent will only arrange for the principal an opportunity to conclude a business transaction with certain content, the commercial agent is entitled to a commission already upon arranging this opportunity.

Art. 2504.

(1) Unless it has been stipulated that a commercial agent will only arrange for the principal an opportunity to conclude a business transaction with a certain content, the commercial agent becomes entitled to a commission when the principal has fulfilled the obligation or was obliged to discharge the obligation arising from a contract concluded with a third person, or when a third person has discharged the obligation arising from such a contract.

(2) The right to commission arises no later than when a third person has discharged his part of the obligation or was obliged to do so if the principal has discharged his part. However, if a third person is to discharge his obligations only after more than six months after the conclusion of the business transaction, the commercial agent is entitled to remuneration upon the conclusion of the business transaction.

Art. 2505.

The commission is due no later than by the last day of the month following the end of the quarter in which the right to the commission arose.

Art. 2506.

(1) The principal hands over to the commercial agent a statement of the commission due no later than by the last day of the month following the end of the quarter in which the commission became due. In the statement, the principal provides the main information relevant to the calculation of the commission. 

(2) A commercial agent has the right to have all information made available to him by the principal, at least the information from accounting or similar records which the principal has and which are necessary to verify the amount of commission.

Art. 2507.

If it is clear that the business transaction between the principal and a third person will not be executed, the right to commission does not arise; this does not apply if the business transaction is not performed for reasons attributable to the principal.

Art. 2508.

A commercial agent is not entitled to a remuneration and the stipulated reimbursement of costs if, in concluding a business transaction, the commercial agent acted for both parties as a commercial agent or broker.

Art. 2509.

(1) If the period of commercial agency has not been stipulated, and if it does not even follow from the purpose of the contract, the commercial agency is presumed to have been stipulated for an indefinite period. 

(2) If a commercial agency has been stipulated for a definite period and if the parties adhere to the contract even after the expiry of the stipulated period, the commercial agency is considered to have been stipulated for an indefinite period.

Art. 2510.

(1) If a commercial agency has been stipulated for an indefinite period, it may be terminated by notice. The notice period is one month for the first year, two months for the second year and three months for the third and subsequent years of commercial agency; a stipulation on a shorter notice period is disregarded. If the parties stipulate a longer notice period, the period to which the principal is bound may not be shorter than the period to which the commercial agent must adhere. 

(2) The notice period ends on the last day of the calendar month.

Art. 2511.

Section 2510 applies to a commercial agency which, pursuant to Section 2509, is considered to have been stipulated for an indefinite period; the notice period is calculated considering the duration of the commercial agency prior to its conversion to a commercial agency for an indefinite period.

Art. 2512.

(1) If an exclusive commercial agency has been stipulated, each party has the right to terminate the commercial agency if the volume of business transactions in the previous twelve months did not reach the volume specified in the contract; if the volume of business transactions has not been stipulated, the volume appropriate to the business transaction potential is decisive. 

(2) The provisions of Sections 2510 and 2511 apply mutatis mutandis.

Art. 2513.

(1) If an exclusive commercial agency has been stipulated and the principal uses another commercial agent, the commercial agent affected may terminate the commercial agency without a notice period. 

(2) If an exclusive commercial agency has been stipulated and the commercial agent performs for other persons the same activity as that to which the commercial agent is obliged with respect to the principal, the principal may terminate the commercial agency without a notice period.

Art. 2514.

(1) If a commercial agency is ceased, a commercial agent is entitled to special remuneration if: 
(a) the commercial agent acquired new customers or significantly developed the business with the existing customers for the principal, and the principal still enjoys substantial benefits from this business and 
(b) the payment of special remuneration is fair regarding all the circumstances of the case, provided that all circumstances are considered, in particular the commission which the commercial agent has lost, and which is based on the business transactions with such customers; these circumstances also include any stipulation, or lack thereof, of a non-compete clause.

(2) If the conditions under Subsection (1) are met, the right to special remuneration shall remain unaffected even if the commercial agency is ceased by the death of the commercial agent.

Art. 2515.

The amount of the special remuneration may not exceed the annual remuneration calculated from an annual average of the remuneration gained by the commercial agent over the previous five years. If the commercial agency lasted less than five years, the amount of the special remuneration is calculated from the average of the remuneration for its entire duration; if it lasted less than a year, it may not exceed the sum of all commissions paid throughout its entire duration.

Art. 2516.

The right to special remuneration is lapsed if not asserted within one year from the end of the commercial agency.

Art. 2517.

The right to special remuneration does not arise if: 
(a) a principal ends the commercial agency due to such a breach of obligations by a commercial agent which entitles the principal to withdraw from the contract, 
(b) a commercial agent ends the commercial agency, unless it was ended for reasons on the part of the principal, or for reasons of age, disability, or illness of the commercial agent, and if the commercial agent cannot be reasonably expected to continue his activities, or 
(c) a commercial agent, based on an agreement with the principal, transfers the rights and obligations arising from the commercial agency to a third person.

Art. 2518.

(1) The parties may stipulate that after the end of the commercial agency, the commercial agent may not carry out on his own account or the account of another person, in a determined geographical area or with respect to a determined group of persons in this geographical area, activities of a competitive nature in relation to the principal’s business, in particular the activities which the commercial agent performed for the principal under the commercial agency. A contradicting non-compete clause or one which is stipulated for more than two years from the end of the commercial agency is invalid. 

(2) If a non-compete clause limits a commercial agent more than required by the necessary level of protection of the principal, a court may restrict the non-compete clause.

Art. 2519.

(1) Stipulations which derogate from Sections 2489, 2495, 2496(1), 2497 or 2498 are prohibited. 

(2) Stipulations which derogate from Sections 2504(2), 2505, 2506, 2507, 2514, 2515, 2516 or 2517 to the detriment of the commercial agent are disregarded.

Art. 2520.

(1) The provisions on commercial agency do not apply if it has been stipulated that a commercial agent receives no remuneration for his activities. 

(2) The provisions on commercial agency do not apply to the obligations of persons operating in a regulated market, multilateral trading facility or commodity exchange under another act and to the obligations of stock exchange brokers under another act.

Book 4, Title 3, Chapter 1, Division 1

Art. 2894.

(1) The obligation to provide compensation to another person for harm always involves the obligation to provide compensation for harm to assets and liabilities (damage). 

(2) If the obligation to provide compensation to another person for non-pecuniary harm has not been expressly stipulated, the tortfeasor is only obliged if specifically provided by the law. In such cases, the obligation to compensate non-pecuniary harm by providing satisfaction is assessed mutatis mutandis under the provisions on the obligation to provide compensation for damage.

Art. 2895.

A tortfeasor is obliged to compensate for the damage regardless of his fault in cases specifically provided for by law.

Art. 2896.

A declaration of a person that the person excludes or limits his obligation to provide compensation for harm with respect to other persons, is disregarded. However, if the person does so before the harm was incurred, such a declaration may be considered to be a warning of danger.

Art. 2898.

A stipulation which excludes or limits in advance the obligation to provide compensation for harm caused to the natural rights of an individual or caused intentionally or due to gross negligence is disregarded; a stipulation which precludes or limits in advance the right of a weaker party to compensation for any harm is also disregarded. In these cases, the right to compensation may also not be lawfully waived.

Book 4, Title 3, Chapter 1, Division 2

Art. 2910.

A tortfeasor who is at fault for breaching a statutory obligation and thereby interfering with an absolute right of the aggrieved person, must provide the aggrieved person with compensation for the harm caused. A tortfeasor also becomes obliged to provide compensation if the tortfeasor interferes with another right of the aggrieved person by a culpable breach of a statutory obligation imposed to protect such a right.

Art. 2911.

If a tortfeasor causes damage to an aggrieved party by breaching a statutory obligation, the damage is deemed to have been caused by negligence.

Art. 2912.

(1) If a tortfeasor does not act as a person of average qualities might be reasonably expected to act in private dealings, the tortfeasor is deemed to be acting negligently.

(2) If a tortfeasor demonstrates special knowledge, skill, or diligence, or undertakes to perform an activity for which special knowledge, skill or diligence is required, and fails to apply these special qualities, the tortfeasor is deemed to be acting negligently.

Art. 2913.

(1) If a party breaches a contractual obligation, such a party provides compensation for the resulting damage to the other party or the person who was evidently intended to benefit from the fulfilment of the stipulated obligation. 

(2) A tortfeasor is released from the obligation to provide compensation if the tortfeasor proves that he was temporarily or permanently prevented from fulfilling his contractual obligation due to an extraordinary, unforeseeable, and insurmountable obstacle created independently of his will. However, an obstacle arising from the tortfeasor’s personal circumstances or arising when the tortfeasor was in default of performing his contractual obligation, or an obstacle which the tortfeasor was contractually required to overcome does not release the tortfeasor from the obligation to provide compensation.

Art. 2950.

(1) If a party breaches a contractual obligation, such a party provides compensation for the resulting damage to the other party or the person who was evidently intended to benefit from the fulfilment of the stipulated obligation. 

(2) A tortfeasor is released from the obligation to provide compensation if the tortfeasor proves that he was temporarily or permanently prevented from fulfilling his contractual obligation due to an extraordinary, unforeseeable, and insurmountable obstacle created independently of his will. However, an obstacle arising from the tortfeasor’s personal circumstances or arising when the tortfeasor was in default of performing his contractual obligation, or an obstacle which the tortfeasor was contractually required to overcome does not release the tortfeasor from the obligation to provide compensation.

Book 4, Title 3, Chapter 1, Division 3

Art. 2951.

(1) Damage is compensated by the restoration to the original state. If this is not reasonably possible, or if so requested by the aggrieved party, damage is payable in money.

(2) Non-pecuniary harm is compensated by appropriate satisfaction. Satisfaction must be provided in money if no other means of compensation provide real and sufficiently effective reparation for the harm incurred.

Art. 2952.

The actual damage and what the aggrieved person lost (loss of profits) is paid. If the actual damage consists in the creation of a debt, the aggrieved person has the right to be released from the debt or provided with compensation by the tortfeasor.

Art. 2955.

If the amount of compensation of damage cannot be accurately determined, it is determined by a court based on a fair consideration of each circumstance.

Book 4, Title 3, Chapter 2, Division 1

Art. 2975.

(1) If a stipulation which prohibits another person from engaging in competitive activities does not determine the territory, range of activities or group of persons subject to such a prohibition, the non-compete clause is disregarded. 

(2) A non-compete clause stipulated for an indefinite period or for a period longer than five years is prohibited; if the prohibition is breached, the non-compete clause is deemed to have been stipulated for five years. 

(3) A non-compete clause that restricts the obligated party more than the necessary protection of the beneficiary party requires is prohibited; if the prohibition is breached, a court may, on the application of the party affected, restrict or cancel the non-compete clause, or declare it invalid.

Book 4, Title 4, Chapter 1

Art. 2991.

(1) A person who enriches himself at the expense of another person without a just cause must, to the extent of his enrichment, make restitution to the impoverished person. 

(2) An unjustly enriched person is particularly a person who acquires a pecuniary benefit by being provided with a performance based on no legal cause, a performance based on a legal cause which expired, by the unlawful use of the value of another person or by performance which the unjustly enriched person was lawfully obliged to provide but which was provided by someone else instead of him.

Art. 2993.

If a party has provided a performance not based on a valid obligation, the party is entitled to restitution for the performance provided. If both parties provided a performance, either party may request that the other make restitution for the performance acquired; this is without prejudice to the right of the other party to invoke mutual performance. This also applies where the obligation was extinguished.

Art. 2997.

(1) A debtor who performed a debt which was not suable, was time-barred, or was invalid due to lack of form, the debtor has no right to restitution for the performance he provided. A person who enriched another knowing that he was not required to do so is also not entitled to restitution, unless he performed based on a legal cause which later failed to occur or expired.

(2) If a person performed because he was caused to do so by trickery, coerced under threat or abuse of dependence, the provision of Subsection (1) does not apply. This also applies to the cases in which a performance was provided by a person lacking legal capacity.

Art. 2999.

(1) If the restitution of a subject of unjust enrichment is not reasonably possible, the impoverished person is entitled toa pecuniary compensation in the amount equal to the usual price. If a performance was provided based on an invalid or cancelled legal act, the right to pecuniary compensation does not arise to the extent to which it is contrary to the purpose of the rule excluding the validity of the legal act. 

(2) If an impoverished person provided a performance for consideration, the compensation is provided in the amount of that consideration; this does not apply if the amount of the consideration constitutes grounds for invalidity of the contract or grounds for extinction of the obligation, or if the amount of the consideration was significantly affected by such grounds. 

(3) If the subject of unjust enrichment cannot be returned because of its destruction, loss or deterioration due to causes attributable to the impoverished person, the enriched person makes restitution to the extent of what he saved on his own property.

Art. 3000.

A fair beneficiary makes restitution of what he acquired to the maximum extent of the scope of enrichment still existing when the right is asserted.

Art. 3001.

(1) If a fair beneficiary alienates the subject of unjust enrichment for consideration, he may choose to make restitution in the form of either pecuniary compensation, or what he gained. If a beneficiary in good faith alienates it gratuitously, the impoverished person has no right to compensation against him; however, the impoverished person may claim the compensation from the person who acquired the subject of unjust enrichment from the enriched person and did not act in good faith. 

(2) If the enriched person acquires the subject of unjust enrichment in good faith or without his consent, and if its restitution is not reasonably possible, he is not obliged to provide compensation, unless this would result in a situation manifestly contrary to good morals.

Art. 3002(1).

(1) If a party provides a performance under an onerous contract, even though the contract was invalid, his right to pecuniary compensation from the other party is unaffected by the provisions of Sections 3000 and 3001. This also applies if the obligation arising from such a contract was extinguished.

Art. 3003.

A beneficiary in bad faith makes restitution of what he gained at the time when he obtained the enrichment.

Art. 3004(1).

An enriched person who did not act in good faith makes restitution of the entire enrichment which he acquired, including the fruits and revenues; he also provides compensation for the revenue which the impoverished person would have gained. If he alienated the subject of unjust enrichment for consideration, the impoverished person is entitled to demand that either pecuniary compensation, or the amount which the enriched person gained by the alienation, be given to him at his choice.

Art. 3005.

A person who makes restitution of the subject of an unjust enrichment is entitled to reimbursement of the necessary costs which he incurred on the thing, and may separate from the thing everything which he used at his own expense to increase the value of the thing, if it is possible without deteriorating the essence of the thing.