Book three, Title I, Chapter I
Art. 262.
(1) Parties may agree that their contractual relationship which falls outside the scope of the relations stipulated in Section 261 shall be governed by this Act.
(2) An agreement under subsection 1 must be made in writing.
Art. 263.
(1) Parties may derogate from the provisions of this Book of the Commercial Code or exclude its individual provisions, with the exception of the provisions of Section 261 and Section 262 (2), Sections 263 to 272, Section 273(1), Sections 276 to 289, Section 301, Section 303, Section 304, Section 306(2) and (3), Section 308, Section 311(1), Section 312, Section 313, Section 321(4), Section 324, Section 340a, Section 340b, Section 341, Section 365, Sections 369 to 369d, Section 370, Section 371, Section 376, Section 382, Section 384, Sections 386 to 408, Section 408a, Section 444, Section 458, Section 459, Section 477, Section 478, Section 479(2), Section 480, Section 481, Section 483(3), Section 488, Section 493, Section 499, Section 509(1), Section 592, Section 597, Section 655(1), Section 655a, Sections 660(2) to (4), Section 668(3), Section 668a, Section 669, Section 669a, Section 672a, Section 675, Section 676(1) and (2), Section 711, Section 720, Section 725, Section 729, Section 743, and Section 771c.
(2) Parties may not derogate from the general provisions stated in this Book for individual contractual types or from the provisions that stipulate the mandatory written form of the legal act.
Art. 264.
(1) When determining the rights and obligations from a contractual relationship, the trade practices generally maintained in the respective business sector shall be taken into account, provided it is not contrary to the content of the contract or the law.
(2) Trade practices that is to be taken into account under the contract shall take precedence over those provisions of this Act that are not mandatory.
Art. 265.
Performance of a right that is contrary to the principle of fair trade shall not benefit from legal protection.
Book three, Title I, Chapter II
Art. 267.
(1) If the invalidity of a legal act is set out to protect a particular participant, such invalidity may only be claimed by this participant. This shall not apply to contracts concluded under Book Two of the Commercial Code.
(3) If an agreement on the choice of applicable law or this Commercial Code (Section 262) or a dispute resolution agreement between the contractual parties is a part of contract which is otherwise invalid, these agreements shall be invalid only if the reason for invalidity applies to them. By contrast, the invalidity of such agreements shall have no effect on the invalidity of the contract of which they are a part.
Art. 268.
Whoever caused the invalidity of a legal act is obliged to compensate damage to the party to which the legal act was addressed, unless the latter party knew of the invalidity of the legal act. The provisions on the compensation of damage caused by breach of a contractual obligation (Section 373 et seq.) shall apply accordingly to compensation of that damage.
Book three, Title I, Chapter III, Subchapter 1
Art. 269.
1) The provisions regulating the individual types of contracts in TITLE II of this Book of the Commercial Code shall apply only to contracts whose content as agreed by the parties includes the fundamental parts of a contract that are stipulated in the general provision for each of such contracts.
(2) The parties may also conclude a contract that is not regulated as a specific type of contract. However, if the subject of the obligations of the parties is not determined sufficiently, the contract has not been concluded.
(3) The agreement on a certain part of a contract may be replaced by an agreement between the parties regarding the method in which the content of the obligation may be subsequently determined, provided this method would not depend solely on the will of one party. If the missing part of the contract is to be determined by the court or a certain person, it is required that the agreement is made in writing, and Section 291 shall apply accordingly.
Art. 271.
(1) If, during discussions on concluding the contract, the parties provide each other with information designated as confidential, the party to which such information was provided must not disclose it to a third party or use it contrary to its purpose for their own needs, notwithstanding whether or not the contract will be concluded. The party that breaches this obligation is obliged to compensate the damage accordingly under Section 373 et seq.
(2) Information designated as confidential in a contract that is to be published under the law shall not be deemed confidential under subsection (1).
Art. 272.
(1) The contract must be made in writing in order to be valid only in the cases stipulated by law or if at least one party expresses the intent during discussions on concluding the contract to conclude it in writing.
Art. 273.
(1) A part of the content of the contract may also be determined by reference to the general business terms developed by an expert or public interest organisations or by reference to other business terms which are known to the parties concluding the contract or are attached to the draft.
(2) Divergent arrangements in the contract take precedence over the wording of the trade terms stated in subsection (1).
(3) The contractual forms used in trade relations may be used to conclude the contract.
Art. 274.
If the parties use in the contract any of the clauses provided in the applicable rules of interpretation, it shall be deemed that through such clause the parties intended to achieve the legal effects determined by the rules of interpretation to which the parties referred in the contract, otherwise by the rules of interpretation which are usually applied with respect to the nature of the contract.
Book three, Title I, Chapter VII
Art. 326.
(1) If a party is obliged to perform an obligation before the fulfilment of an obligation by the other party, they may withhold their performance until the time when fulfilment is provided or sufficiently secured by the other party, provided it becomes obvious after conclusion of the contract that the other party will not fulfil its obligation due to a lack of their ability to provide fulfilment or with respect to their conduct in preparation for performance of the obligation.
(2) In the cases stated in subsection (1), the entitled party may determine a reasonable period of time for the other party to provide additional guarantee, and may withdraw from the contract after the expiry of that period. The party may withdraw from the contract without providing such period if bankruptcy has been declared against the property of the other party.
Book three, Title I, Chapter VIII, Subchapter 1
Art. 344.
It is possible to withdraw from a contract only in the cases stipulated in the contract or this Commercial Code or other law.
Art. 345
(1) If a default of the debtor (Section 365) or creditor (Section 370) constitutes a material breach of their contractual obligation, the other party is entitled to withdraw from the contract, provided they notify the party in default without undue delay after they became aware of this breach.
Art. 346.
(1) If the default of the debtor or creditor constitutes a non-material breach of the contractual obligation, the other party may withdraw from the contract in the event that the party in default does not fulfil their obligation within an additional reasonable period of time provided for this purpose.
Art. 351.
(2) The party that received performance from the other party before withdrawal shall return this performance; in the case of a monetary obligation, together with interest at the rate agreed in the contract for this case, otherwise as stipulated under Section 502. If performance is being returned by the party that withdrew from the contract, such party is entitled to compensation of the related costs.
Book three, Title I, Chapter VIII, Subchapter 4
Art. 356.
(1) If the basic purpose of a contract, which was explicitly expressed therein, is frustrated after its conclusion in consequence of a fundamental change of the circumstances under which the contract was concluded, the party affected by the frustration of the purpose of the contract may withdraw from it.
(2) A change in the property relations of either of the parties or a change of the economic or market situation shall not be deemed a change of circumstances under subsection (1).
Book three, Title I, Chapter X, Subchapter 3
Art. 373.
The party that breaches their obligation under a contractual relationship is obliged to compensate the damage thus caused to the other party, unless the party proves that the breach of the obligation was due to circumstances excluding liability.
Art. 374.
(1) A circumstance excluding liability shall be deemed an obstacle that occurred independently of the intent of the obliged party and that prevents them from fulfilling their obligation, if it may not be reasonably assumed that the obliged party could have averted or overcome this obstacle or its consequences, or that they could have foreseen this obstacle at the time when the obligation was established.
(2) Liability is not excluded by an obstacle that occurred only after the obliged party was already in delay in performance of their obligation, or by an obstacle that arose from their economic situation.
(3) The effects excluding liability are limited only to the period while the obstacle to which these effects are connected lasts.
Art. 375.
If a breach of the obligation from the contractual relationship was caused by a third party to which the obliged party entrusted fulfilment of their obligation, liability shall be excluded on the part of the obliged party only in the event that their liability is excluded under Section 374 and the third party would likewise not be held liable under this provision if they had been directly liable to the entitled party in lieu of the obliged party.
Art. 376.
The damaged party is not entitled to any compensation of damage if non-performance of the obligations of the obliged party was caused by the conduct of the damaged party or by a lack of cooperation which the damaged party was obliged to provide.
Art. 377.
(1) The party that breaches their obligation or that should know, with respect to all the circumstances, that they will breach their obligation from the contractual relationship is obliged to notify the other party of the nature of the obstacle that prevents or will prevent them from performance of the obligation, and of the consequences thereof. Such notice must be given without undue delay after the obliged party learns of the obstacle or could have learned of it if exercising due care.
(2) If the obliged party does not perform such obligation or if the notice is not delivered to the entitled party in time, the damaged party shall be entitled to compensation of the damage thus incurred by them.
Art. 378.
Damage shall be compensated in money; however, if requested by the entitled party and if possible and customary, damage shall be compensated by restitution.
Art. 379.
Unless this Commercial Code stipulates otherwise, actual damage and lost profit shall be compensated. Damage is not compensated if it exceeds the damage that the obliged party foresaw or could have foreseen as a possible consequence of breach of their obligation at the time of establishing the contractual relationship with respect to the facts that the obliged party knew or should have known if exercising customary care at the stated time.
Art. 380.
Damage shall also be deemed to mean the detriment incurred by the damaged party due to the fact that they had to expend costs in consequence of the breach of an obligation of the other party.
Art. 381.
(1) Instead of the actual lost profit, the damaged party may demand compensation of the profit generally attained in fair trade relations under conditions similar to the conditions of the breached contract in the sector of their business activity.
(2) Where damage caused by the violation of a trade secret is concerned, the compensation of damage may be demanded in the amount corresponding to the minimum amount of the remuneration or fees the violator of the trade secret would have to pay if they applied for the authorization to use the trade secret.
Art. 382.
The damaged party is not entitled to compensation of that part of the damage caused by the failure to perform their obligation stipulated by legal regulations issued for the purpose of preventing the occurrence of damage or limiting its extent.
Art. 384.
(1) A party threatened by damage is obliged, with respect to the circumstances of the case, to undertake the measures required to avert or mitigate the damage. The obliged party is not obliged to compensate damage which arose due to the fact that the damaged party did not perform such obligation.
(2) The obliged party is obliged to reimburse the costs incurred by the other party when fulfilling the obligation under subsection (1).
Art. 385.
If the damaged party withdrew from the contract upon breach of the contractual obligation of the other party, they shall not be entitled to compensation of damage incurred due to the fact that they did not timely exercise the option to conclude a substitute contract for the purpose which the contract from which the damaged party withdrew was to serve.
Art. 386.
(1) A claim for compensation of damage may not be waived before breach of the obligation from which damage may arise.
(2) The court may not reduce compensation of damage.
Book Three, Title I, Chapter XI, Subchapter 3
Art. 391.
(1) For rights claimable before the court, the limitation period begins to run from the day when the right could have been exercised at the court, unless this Commercial Code stipulates otherwise.
(2) For rights to undertake a legal act, the limitation period runs from the day when the legal act could have been undertaken, unless this Commercial Code stipulates otherwise.
Art. 392.
(1) For the right to performance of an obligation, the limitation period runs from the day when the obligation was to be performed or when its performance should have begun (due date). If the content of the obligation consists of the obligation to conduct uninterruptedly a certain activity, to refrain from a certain activity or to tolerate something, the limitation period begins to run from the breach of this obligation.
(2) For the right to partial performace, the limitation period for each partial performance runs independently. If the entire obligation becomes due as a result of non-performance of a partial obligation, the period of limitation runs from the due date of the unperformed obligation.
Art. 393.
(1) For rights arising from breach of an obligation, the limitation period begins to run on the day when the obligation was breached, unless special regulation is stipulated for limitation of certain such rights.
Art. 394.
(1) For rights arising from withdrawal from contract, the limitation period runs from the day when the entitled party withdrew from the contract.
(2) For the right to return performance provided under an invalid contract, the limitation period begins to run on the day when the performance took place.
(3) For the right to compensation of damage under Section 268, the limitation period begins to run on the day when the legal act became invalid.
Art. 397
Unless the law stipulates otherwise for individual rights, the limitation period is four years.
Art. 398.
For the right to compensation of damage, the limitation period runs from the day when the damaged party learned or could have learned of the damage and of the party that is obliged to compensate the damage; however, it ends at the latest upon the lapse of 10 years from the day when the obligation was breached.
Art. 399.
Rights arising from damage to transported items and from late delivery of a consignment with respect to the consignor and to the carrier shall become statute-barred upon the lapse of one year. For rights arising from the total destruction or loss of the consignment, the limitation period runs from the day when the consignment should have been delivered to the consignee; for other rights, from the day when the consignment was delivered. For deliberately caused damage, the general limitation period stipulated in Section 397 shall apply.
Art. 401.
The party with respect to whom the right is being limited may extend the limitation period for the other party by a written declaration, even repeatedly; the total limitation period must not be longer than 10 years from the day when it first began to run. This declaration may be made even before the limitation period begins to run.
Book three, Title II, Chapter I
Art. 409.
(1) Under a purchase contract, the seller undertakes to deliver a movable asset (goods) determined individually or in terms of quantity and type to the buyer and to transfer the ownership right to such asset to the buyer, and the buyer undertakes to pay the purchase price.
(2) The purchase price must be agreed in the contract or at least the manner of its subsequent determination must be designated therein, unless in the contract the parties express the will to conclude it without determining the purchase price. In this case, the buyer is obliged to pay the purchase price set out under Section 448.
Art. 410.
(1) A contract for delivery of goods which are yet to be manufactured shall be deemed a purchase contract, unless the party to which the goods are to be delivered has undertaken to hand over to the other party a substantial part of the items which are required to manufacture the goods.
(2) A purchase contract shall not be a contract under which a predominant part of the obligation of the party that is to deliver the goods consists in the performance of an activity, or if the obligation of this party includes the assembly of goods.
Art. 420.
(1) The seller is obliged to deliver the goods in the quantity, quality and execution determined in the contract, and must package or secure them for transport in the manner determined in the contract.
(2) If the contract does not determine the quality or execution of goods, the seller is obliged to deliver the goods in the quality and execution that is appropriate for the purpose determined in the contract, or if the purpose is not determined in the contract, then for the purpose for which such goods are generally used.
Art. 422.
(1) If the seller breaches the obligations stipulated in Section 420, the goods shall be deemed to have defects. Delivery of goods other than the goods determined in the contract, and defects in documents required for using the goods, shall also be deemed defects of the goods.
Art. 423.
If, under the contract, items handed over by the buyer are used in the manufacture of the goods, the seller shall not be liable for the defects of goods caused by the use of these items, provided that when exercising professional care, the seller could not have detected the unsuitability of such items for the manufacture of the goods, or that the seller notified the buyer of the unsuitability, but the buyer insisted on their use.
Art. 424.
The seller is not liable for the defects of goods of which the buyer knew or must have known at the time of concluding the contract due to the circumstances under which the contract was concluded, unless such defects relate to the properties which the goods were to have under the contract.
Art. 425.
(1) The seller is liable for any defect which the goods have at the moment when the risk of damage to the goods is transferred to the buyer, even if the defect becomes apparent only afterwards. The seller’s obligations arising from the warranty for the quality of goods shall not be thereby affected.
(2) The seller is also liable for any defect arisen after the time stated in Subsection 1, if such defect is caused by a breach of the seller’s obligations.
Art. 427.
(1) The buyer is obliged to examine the goods as soon as possible after the risk of damage to the goods is transferred, taking into account the nature of the goods.
(3) If the buyer fails to examine the goods or arrange for them to be examined at the time the risk of damage to goods is transferred, they may exercise the claims arising from defects ascertainable during such examination only if they can prove that the goods already had such defects at the time of transfer of the risk of damage to the goods.
Art. 428.
(1) The buyer’s right arising from defects of goods may not be granted in court proceedings if the buyer fails to notify the seller of the defects of the goods without undue delay after:
- the buyer has ascertained the defects,
- the buyer, while exercising professional care, should have ascertained the defects during the examination they are obliged to carry out under Section 427(1) and (2), or
- the defects could have been ascertained later by exercising professional care, but no later than two years from the time of delivery of the goods or, if applicable, from the arrival of the goods at the destination determined in the contract. For defects to which the quality warranty applies, the warranty period shall apply instead of this period.
Art. 429.
(1) Under a goods quality warranty, the seller assumes in writing the obligation that the delivered goods will be qualified for use in accordance with the agreed or otherwise usual purpose or that the goods will maintain their agreed or otherwise usual properties for a designated period of time.
(2) The assumption of an obligation from a warranty may arise from the contract or from the seller’s declaration, in particular in the form of a warranty certificate. Marking the length of the warranty period or period of durability or utilisation of the delivered goods on the packaging also has the effects of assuming such obligation. If the contract or warranty declaration of the seller states a different warranty period, this period shall apply.
Art. 431.
Zodpovednosť predávajúceho za vady, na ktoré sa vzťahuje záruka za akosť, nevzniká, ak tieto vady boli spôsobené po prechode nebezpečenstva škody na tovare vonkajšími udalosťami a nespôsobil ich predávajúci alebo osoby, s ktorých pomocou predávajúci plnil svoj záväzok.
Art. 436.
(1) If a contract is fundamentally breached (Section 345(2)) by delivery of defective goods, the buyer may:
- demand the elimination of defects by delivery of substitute goods to replace the defective goods, demand delivery of missing goods or demand the elimination of legal defects,
- demand the elimination of defects of the goods by their repair, if the defects are repairable,
- demand an appropriate discount from the purchase price, or
- withdraw from the contract.
Art. 443.
(1) The buyer acquires the ownership right to the goods as soon as the delivered goods are handed over to them.
Art. 455.
The risk of damage to the goods (Section 368(2)) is transferred to the buyer at the time they take over the goods from the seller or, if they do not do so in time, then at the time the seller allows the buyer to dispose of the goods and the buyer breaches the contract by not taking over the goods.
Book three, Title II, Chapter V
Art. 502.
(1) From the time of provision of funds, the debtor is obliged to pay interest on them in the agreed amount; otherwise, in the maximum permissible amount stipulated by law or based on law. If the interest is not determined in this manner, the debtor is obliged to pay the usual interest required with respect to credit granted by banks at the place of the debtor’s registered office at the time of concluding the contract. If the parties agree on interest higher than the interest permissible by law or based on law, the debtor is obliged to pay the interest in the maximum permissible amount.
(2) In case of doubt, it shall be deemed that the agreed amount of interest refers to an annual period.
Book three, Title II, Chapter XVIII
Art. 652.
(1) Under a contract on commercial agency, the commercial agent as an entrepreneur undertakes to pursue activity for the principal, aimed at the conclusion of a certain type of contracts (hereinafter referred to as “commercial transactions”) or to negotiate and conclude transactions in the name of the principal and on the principal’s account, and the principal undertakes to pay the commercial agent commission.
(2) A commercial agent is not
- a party that, as a body, may bind the principal,
- a shareholder/member or a cooperative member who is under the law entitled to bind the other shareholders/members or cooperative members, if the principal is a cooperative, or
- the liquidator, administrator exercising receivership, bankruptcy trustee, special administrator or settlement administrator of the principal.
(3) The provisions on commercial representation shall not apply to parties operating at the securities exchange or commodity exchange.
(4) An agreement must be made in writing.
(5) Unless stipulated otherwise under this Chapter, the provisions on a brokerage contract shall apply to a contract on commercial agency.
Art. 653.
The commercial agent shall execute the activities stipulated by the commercial agency contract with all professional care within the determined area. Unless such an area is specified in the contract, it shall be presumed that the commercial agent shall perform his activities in the territory of the Slovak Republic.
Art. 654.
1) The commercial agent shall look up for potential parties which may be interested in concluding such deals as specified in the contract between the principal and the commercial agent.
(2) If the agreement stipulates that the commercial agent shall execute legal acts in the name of the principal, the rights and duties connected therewith shall be subject to the provisions on the mandate contract.
(3) Without being given the power of attorney by the principal, the commercial agent shall not have the right to enter into business contracts on the principal’s behalf, to receive performance for him, or to execute other legal acts in the name of the principal.
Art. 655.
(1) The commercial agent shall perform his/her duties under Section 652(1) above with professional care and in good faith, shall bear in mind the interests of the principal, act in compliance with his/her authorization and reasonable instructions of the principal and disclose to the principal any information, which is necessary and available.
(2) The commercial agent shall inform the principal of the situation on the market and of all the circumstances which are important for the interests of the principal, in particular, for decision-making related to the closing of business transactions.
(3) If the commercial agent is entitled to close business transaction in the name of the principal under the contract, the commercial agent is bound to close them only under such business terms as stipulated by the principal, unless the principal consents to another procedure.
(4) If the commercial agent is unable to perform his activities, he is obliged to inform the principal accordingly without undue delay.
Art. 655.a.
1) The principal shall act honestly and in good faith when dealing with the commercial agent. The duties of the principal include, but are not limited to, the following:
- disclose to the commercial agent the necessary information related to the subject matter of the transactions, and
- procure for the commercial agent the information, which is strictly necessary for the performance of the duties arising out of the agreements, in particular to give to the commercial agent a reasonable notice of the principal’s expectations of a material downfall of the business with respect to what the commercial agent would expect under normal circumstances.
(2) The principal shall give to the commercial agent a reasonable notice of the fact that the principal accepted, rejected or failed to perform any deal procured by the commercial agent.
Art. 656.
The commercial agent shall also assist, within the scope of his duties, in the implementation of the closed deals, as instructed by the principal and in the interests of the principal, which are, or must be, known to the commercial agent. The commercial agent shall particularly assist in resolving any discrepancies which have arisen from the closed deals.
Art. 657.
Without the principal’s consent, the commercial agent shall not provide any data, obtained from the principal while executing his duties, to other parties or to use such information for his own benefit or for the benefit of other parties, if this would be contrary to the interests of the principal. This duty shall last even after the termination of the commercial agency agreement.
Art. 658.
(1) The commercial agent shall propose closing business deals or shall close business deals only with such persons who can be expected to fulfil their obligations.
(2) The commercial agent shall be liable to the principal for the performance of an obligation by a third party with whom the commercial agent proposed to the principal to close a deal or with whom the commercial agent closed a deal in the name pf the principal only if the commercial agent expressly assumed such obligation in writing and if he is entitled to a special bonus for undertaking such liability. In such a case, the rights and duties of the commercial agent shall be subject to the provisions on liability.
Art. 659.
(1) The commercial agent shall be entitled to the agreed upon commission or to a commission corresponding to the usage in the industry, depending on the place of performance of his duties and taking into account the type of deals contemplated in the agreement. The commission of the commercial agent may be based on the number or volume of the transactions .
(2) In addition to a commission, the commercial agent shall be entitled to compensation for the costs related to his performance only if agreed, and unless the contract implies otherwise, only if the commercial agent has become entitled to a commission from the deal to which such costs are related.
(3) The commercial agent cannot claim his entitlement to a commission and the agreed compensation for costs if he acted as a commercial agent or as a broker for the party with which the principal has concluded the trade.
Art. 659.a.
The commercial agent shall be entitled to the commission for any transactions made for the term of the agreement, provided that
- the transaction was made as a result of involvement of the commercial agent,
- the transaction was made with a third party, which was procured by the commercial agent prior to the making of the transaction for the purpose of entering into transactions of such kind.
Art. 659.b.
The commercial agent shall not be entitled to the commission as provided in Section 659a above in case it is payable to the previous commercial agent and it would not be fair to split the commission between the two commercial agents taking into account the underlying circumstances.
Art. 660.
(1) Unless the parties made an arrangement referred to in Section 661 below, the commercial agent shall be entitled to the commission when:
- the principal performed its obligations arising out of the transaction, or
- the principal is obliged to perform its obligations arising out of a transaction entered into with a third party, or
- a third party performed its obligation arising out of the transaction.
(2) The entitlement to the commission shall not arise later than the time, when the third party performed or is obliged to perform its portion of the obligation, provided that the principal performed its portion thereof. However, if the third party should perform its obligation not earlier than six months from the date of the transaction, the commercial agent shall be entitled to the commission following the closing of such a transaction.
(3) The commission shall not be due for payment later than the last day of the month following the quarter, in which the entitlement thereto arose.
(4) Not later than the last day of the month following the quarter in which the commission was due for payment the principal shall issue to the commercial agent (even if the commercial agent fails to request the same) a written statement showing the main items necessary for the calculation of the commission. The above does not affect the right of the commercial agent to ask from the principal information available thereto, which are necessary to check the calculation of the commission.
(5) If the commission is calculated with reference to the performance by a third party, then also any performance, which was not made due to reasons for which the principal is responsible, shall be included in the calculation basis.
Art. 661.
If it ensues from the contract that the commercial agent is only bound to provide an opportunity for the principal to close a deal having certain contents with a third party, then the commercial agent shall be entitled to a commission on providing such an opportunity.
Art. 662.
(1) The entitlement to the commission shall terminate if it is apparent that no deal will be entered into between the principal and the third party, while such a failure is not due to circumstances for which the principal is liable, unless the deal implies otherwise.
(2) Any commission, which has been paid in the meantime, must be refunded if the entitlement thereto terminated pursuant to subsection (1) above.
(3) The parties may agree to deviate from the termination of the entitlement to the commission pursuant to Subsection 1 above, but only provided that this is to the benefit of the commercial agent.
Art. 663.
(1) The principal shall provide the commercial agent with all supporting documents and requisites which are necessary for the performance by the commercial agent of his/her obligations.
(2) The supporting documents and requisites, referred in subsection (1) above, shall remain the property of the principal, and the commercial agent is to return them on the termination of the contract unless they have been utilized, with regard to their nature, during the performance of commercial agent’ duties.
(3) The commercial agent must keep for the principal documents, acquired in connection with his/her activities for the principal, for as long as such documents may be important for the protection of the interests of the principal.
Art. 664.
Unless it follows otherwise from the contract, the principal may also authorise other parties to engage in the commercial agency the principal has agreed with the commercial agent, and the commercial agent may conduct the activity which he/she has undertaken to conduct for the principal also on behalf of other parties, or close commercial transactions which are the subject of the commercial agency for his/her own account or another party’s account.
Art. 665.
If exclusive commercial agency has been agreed, the principal is obliged not to use another commercial agent within a designated territory and for the designated range of commercial transactions, and the commercial agent is not authorised to perform commercial agency in such scope for other parties or close commercial transactions for his/her own account or for another party’s account.
Art. 666.
The principal is entitled to close commercial transactions to which exclusive commercial agency relates even without assistance from their commercial agent; however, the principal is obliged to pay the commercial agent the commission for such commercial transactions as if these commercial transactions had been closed with the commercial agent’s assistance, unless the contract determines otherwise.
Art. 667.
The obligation of the commercial agent expires upon the lapse of the period for which the contract was concluded. If the contractual parties continue to abide by the terms of the contract even after the lapse of such period, it shall be deemed that the validity of the contract has been extended without restriction.
Art. 668.
(1) A contract is agreed for an indefinite period of time if the contract so determines or if the contract does not contain any provision on the period for which it is to be concluded, or unless a time restriction follows from the purpose of the contract.
(2) A contract agreed for an indefinite period of time may be terminated by a termination notice by either party.
(3) The notice period is one month for a termination notice given in the course of the first year of the contract’s duration, two months for a termination notice given in the course of the second year, and three months for contracts lasting three and more years. The contractual parties may agree to extend the notice period.
(4) If the contractual parties agree on longer notice periods than those stated in Subsection 3, the period by which the principal is bound must not be shorter than the period which must be observed by the commercial agent.
(5) Unless it follows otherwise from the contents of the contract, the notice period shall expire at the end of a calendar month.
(6) The provisions of subsection (2) through (5) shall also apply to a contract concluded for a definite period of time which was changed to a contract concluded for an indefinite period of time under Section 667, whereby the notice period under subsection (3) shall also take into account the duration of the contractual relationship which preceded the conversion to a contract for an indefinite period of time.
Art. 668. a.
The commercial agent has the right to compensation of damage which was incurred in consequence of the termination of contractual relations with the principal if the commercial agent
- has not received the commission to which he/she is entitled on the grounds of having performed commercial agency in accordance with Section 655(1) despite the fact that he/she produced substantial benefits for the principal through his/her activity,
- has not received the reimbursement of costs under Section 659(2).
Art. 669.
(1) In the case of termination of contract, the commercial agent has the right to severance pay if
- the commercial agent has acquired new customers for the principal or significantly increased the level of business with existing customers, and the principal enjoys substantial benefits arising from the commercial transactions with such customers, and
- the payment of severance pay is fair, taking into account all the circumstances, in particular the commission to be lost by the commercial agent as a result of the commercial transactions performed with these customers; these circumstances shall also include the application or non-application of a competition clause under Section 672a.
(2) The amount of the severance pay must not exceed the average annual commission calculated from the average of the commissions received by the commercial agent over the last five years; if the contract lasted less than five years, the amount of the severance pay shall be calculated from the average of the commissions for the entire contractual period.
(3) The granting of severance pay shall not affect the right of the commercial agent to the compensation of damage under Section 668a.
(4) The right to severance pay shall also arise if termination of the contract is due to the death of the commercial agent.
(5) The right of the commercial agent to severance pay under subsection (1) shall expire if the commercial agent fails to notify the principal within one year from the expiry of the contract that they are exercising their rights.
Art. 669. a.
The right to severance pay shall not arise if
- the principal has withdrawn from the contract due to a breach of contractual obligation by the commercial agent which entitles the principal to withdraw from the contract,
- the commercial agent has terminated the contract and such termination is not justified either by circumstances on the part of the principal or by the age, disability or illness of the commercial agent, and if the continuation of their activity cannot be justly demanded of them,
- under an agreement with the principal, the commercial agent transfers the rights and obligations arising from the contract to a third party.
Art. 670.
If exclusive representation was agreed for a definite period of time, either party may terminate the contract in the manner set out in Section 668(3), provided the volume of commercial transactions over the last 12 months did not reach the volume determined in the contract, otherwise proportionate to sales opportunities. The commercial agent is also entitled to the claim under Section 669 when the contract is terminated by the principal under this provision.
Art. 671.
After the expiry of their obligation under Section 668 or Section 670, the commercial agent is also entitled to commission in case that
- a commercial transaction was performed in particular due to the activity of the commercial agent and within a reasonable period after expiry of the contract,
- in accordance with the conditions stated in the provision of Section 659a, the principal or commercial agent obtained an order from a third party before expiry of the contract,
- a third party’s obligation was fulfilled only after the expiry of the contract.
Art. 672.
(1) If, after having concluded exclusive commercial representation, the principal uses a different commercial agent, the commercial agent is entitled to withdraw from the contract.
(2) If, after having concluded exclusive commercial representation, the commercial agent conducts the activity which is the subject of his/her obligation towards the principal also on behalf of other parties, the principal is entitled to withdraw from the contract.
Art. 672. a.
(1) A contract may contain a written agreement that the commercial agent must not conduct the activity which was the subject of commercial representation or a different activity which would be competitive in nature with respect to the principal’s entrepreneurial activity, for at most two years after the expiry of the contract within a designated territory or towards a designated range of customers in such territory, either for his/her own account or for another party’s account.
(2) In case of doubt, a non-compete clause which would restrict the commercial agent more than required for the necessary degree of protection for the principal may be limited or declared invalid by the court.
Book three, Title III, Chapter III, Subchapter 4
Art. 745.
(1) Under an exclusive sale contract, the supplier undertakes that within a certain area he/she shall not deliver the goods determined in the contract to any party other than the buyer.
(2) If the contract is not concluded in writing and does not determine the area or types of goods to which the contract applies, it shall be invalid.
Art. 746.
Throughout the validity of the contract, the supplier must not deliver the designated goods, directly or indirectly to any party in the reserved area other than the buyer or the parties permitted by the contract. The contract does not deprive the supplier of the right to conduct promotion or a market survey in the reserved area.
Art. 747.
Individual sales under the exclusive sale contract are performed based on separate purchase contracts. A part of the content of these contracts may already be agreed in the exclusive sale contract.
Art. 748.
If the contract does not determine the period for which it is concluded, the contract shall expire upon the lapse of one year from its conclusion. If it follows from the contract that the parties intended to conclude it for an indefinite period of time and did not arrange a notice period, either party may terminate the contract by termination notice, which becomes effective at the end of the calendar month following the month in which the termination notice was delivered to the other party.
Art. 749.
(1) If the buyer failed to fulfil the schedule for goods purchases assumed in the contract or if he/she purchase goods which are the subject of an exclusive sale contract from a different supplier despite not having been granted this right in the contract, the supplier may withdraw from the contract, but is not entitled to compensation of damage.
(2) If the supplier delivers to different buyers contrary to the contract, the buyer may withdraw from the contract.
