Austrian AGB for Czech Companies

Legal basis: which laws govern AGB in Austria

In Austria, general terms and conditions are governed primarily by the General Civil Code (ABGB – Allgemeines Bürgerliches Gesetzbuch) and the Consumer Protection Act (KSchG – Konsumentenschutzgesetz). Each statute has its own rules, and this is exactly where Czech companies often make mistakes—applying habits from Czech law that are not followed in Austria.

The ABGB is one of the oldest legal codes in the world, and its internal logic differs from the Czech Civil Code. The KSchG then provides special protection to consumers (natural persons who enter into contracts outside their business activity). Crucially, in Austria it is not only about what rights the parties agree on, but also what obligations are imposed by statutory law itself—and these obligations are not open to challenge.

If your Czech company sells goods or provides services to Austrian customers or businesses, you must comply with these Austrian standards, not Czech ones. And if your branch in Austria has a physical office, you may even be required to display your AGB in premises accessible to clients.

When are AGB valid in Austria at all? Basic rules

The most common mistake we see among Czech companies is the assumption that AGB apply automatically once you write them somewhere or send them out. That is not how it works in Austria.

The contracting parties must agree on the AGB. This means it is not enough to merely place the terms in an office or anywhere else. The fact that they exist somewhere does not mean the contracting party knows about them or has accepted them.

It is also not sufficient to send the AGB together with an offer or an order unless you add an explicit notice that they become part of the contract. Printing AGB on invoices or delivery notes at a later stage is generally ineffective if the partner did not agree to the terms before the contract was concluded.

Only where there is already a long-term business relationship between the parties and the partner is accustomed to the same terms may it be accepted that printing them on invoices is sufficient. But this is the exception, not the rule.

So what should you do? The Austrian approach looks like this:

• Clearly draw attention to the AGB before the contract is concluded. A legally recommended wording is, for example: “The following general terms and conditions form part of this contract. You confirm that you have familiarized yourself with them and agree to them.” It is crucial to ensure that the contracting party has a real opportunity to review the AGB and expressly accepts them.
• Give the partner time to read them. If you are negotiating in person, allow sufficient time.
• For long-term relationships: once a year, have the partner confirm that they agree with your AGB. In Austria, this is referred to as a framework agreement—both parties agree in advance that all future transactions will be carried out under the terms you set.
• The attorneys of ARROWS advokátní kancelář can help you draft the notice in a way that complies with Austrian law and cannot be successfully challenged later.

Differences between B2B and B2C terms – key risks

In Austria, there is a very significant difference between terms for businesses (B2B) and terms for consumers (B2C). If you “simplify” your AGB and apply them to all partners in the same way, you risk serious consumer-related issues.

B2B (business-to-business)

In a B2B environment, the parties have almost full contractual freedom. You can agree, among other things, on:

• The amount of advance payments and their due dates
• Penalties for delay
• Exclusions and limitations of liability
• Court disputes and special procedures
• Quality management and change requests

If both parties are competing businesses with similar bargaining power, an Austrian court will usually respect their agreed terms. The exception is where clauses “grossly disadvantage someone” (§ 879 ABGB). Example: if you state in a supply contract that the buyer must pay a 100% contractual penalty for a late email, the court will invalidate it as contrary to public morals.

B2C (business-to-consumer)

You cannot afford the same approach with individuals. The KSchG contains the so-called “black list” – a list of clauses that are absolutely prohibited vis-à-vis consumers, regardless of what the parties agree:

• Excluding or limiting the right to withdraw from the contract (where it is guaranteed by law)
• Transferring risk to the consumer without legal grounds
• The seller’s unilateral right to change the price without a reason
• Excluding liability for personal injury caused by a defect in the goods
• The company’s right to withdraw from a contract that binds the consumer

If, in your AGB for B2C sales, you write for example: “The buyer may not withdraw from the contract under any circumstances,” this clause will not be enforceable in Austria at all, and you will only be able to rely on it on paper, not in court.

Practical example: A Czech e-commerce company sells goods to European customers via its website. To save work, it uses the same AGB for everyone. Then a German consumer in Austria wants to return the goods. The Czech AGB do not mention the statutory 14-day right of return. In Austria, however, that means exactly nothing – the right of return arises directly from the KSchG, regardless of what the terms and conditions say.

The Czech company ends up in a dispute, and if it goes to court, it will lose because the Austrian court will disregard the AGB provision that attempts to exclude this right.

The transparency requirement applies to everyone

Regardless of whether you operate B2B or B2C, AGB must be drafted in clear, comprehensible, and legible language. Print that is too small, ambiguous wording, or overly complex legalese may result in a clause being invalid altogether. The attorneys at ARROWS, a Prague-based law firm, see how often legal precision is lost when AGB are translated from Czech into German and ambiguity arises – exactly what should be avoided.

Surprising, disadvantageous, and unusual clauses – when they are not valid

In Austria, there is a special protective mechanism: a clause that is surprising, disadvantageous, or penalizes one party in an unusual way is not part of the contract unless the contracting parties explicitly discuss it and draw attention to it.

What does this mean in practice?

Your AGB contain a standard provision: “If the goods do not arrive on time, the manufacturer pays no delay damages.” The idea is fine. But if you write it in small print, somewhere in the middle of the text, among twenty other clauses, and the counterparty does not read it and does not explicitly accept it, a court may invalidate it as “surprising”.

Because an average business partner would expect that at least some type of delay would have some consequences.

Here we see a difference from Czech practice: In the Czech Republic, it is sufficient for a clause to be included in the agreement text, and it is usually automatically considered part of the contract if the other party has signed it. In Austria, it does not work that way – the court assesses whether an ordinary entrepreneur could have expected such a clause at all.

Oppressive clauses are then those that penalize one party in a “grossly disproportionate” manner (§ 879 (3) ABGB). Example: An agreement that if the customer pays one day late, they must pay 50% of the invoice amount as a penalty. The court will likely invalidate this.

What should you do?

• Highlight and explain every unusual or disadvantageous clause – for example in bold or in a separate paragraph.
• You should agree it with your counterparty and obtain confirmation that they accept it.
• For long-term relationships, the safest approach is to draft an individual addendum dealing specifically with these special terms.
• The attorneys at ARROWS, a Prague-based law firm, can help you identify which of your clauses may be perceived in Austria as excessive and how to rephrase them so they remain workable while also being legally robust.

Transparency, accessibility, and visibility of AGB

One often overlooked requirement is that AGB must actually be visible at the place of business. If you have an office in Austria and trade face-to-face with customers, you may be legally required to have the AGB displayed in areas intended for customer contact – on a noticeboard, at the counter, or otherwise available.

Breaches of transparency or information obligations may lead to administrative sanctions, including fines, the amount of which may, depending on the specific regulation and the extent of the breach, range from hundreds to thousands of euros.

If you operate online, the AGB must be easily accessible and legible – typically on a separate page, with a link on the main page. If they are in a PDF file that is difficult to download or uses very small font, a court could deem them insufficiently transparent.

Online transparency requirements are particularly strict in the B2C environment, where the law requires consumers to be able to review the terms before concluding the contract. If you hide your AGB behind a tiny icon reached after three clicks, that will not be sufficient.

Content that must not be missing: what Austrian AGB must contain

AGB content requirements vary depending on whether you are in B2C or B2B, and also by industry. But there are certain elements that should be included everywhere:

Depending on the sector – If you operate a hotel, you have specific AGB for the hospitality industry, which must include special clauses on deposits, cancellations, and liability for guests’ property. If you sell online, you must comply with consumer information rules under the Distance Selling Act (FAGG).

Questions on the content of AGB in Austria

1. Can I agree in my AGB that “the price will be determined later”?
In a B2B context you can—both parties can agree on it. But it is a risky clause because it concerns the most important contractual element. In a B2C environment it is problematic and in some cases prohibited—the price must not be determined only at the time of purchase, but should be known when the contract is concluded.

2. Can I exclude liability for everything?
In B2B between comparable partners you have more room. But you cannot exclude liability for intentional damage, for breaches of fundamental rights (e.g., personal injury), or for statutory obligations (e.g., you must not sell goods that are illegal). In B2C, the prohibitions are even stricter.

3. How long must the deadline be for making a defect claim?
For B2C sales, the statutory period for exercising rights arising from liability for defects ( Gewährleistung ) is generally 2 years from delivery and cannot be shortened, except for the sale of used movable goods, where it can be shortened to 1 year.
Any clause attempting to shorten this period beyond what the law allows would be invalid. In B2B you can agree on this, but it should be reasonable (e.g., 6 months to 1 year).

Table of typical risks and solutions

Legislative changes and latest developments in Austria

In Austria, too, there is ongoing development of legislation in the area of employment law, for example in relation to so-called freelance employees ( freie Dienstnehmer ), whose protection may expand over time. Although this primarily concerns employment law, it affects your AGB if you engage external contractors on a long-term basis.

It is necessary to ensure compliance with the current conditions for their engagement.

It is also important to monitor developments in consumer protection against misleading practices, such as so-called “shrinkflation” (reducing package contents while maintaining or increasing the price). Although Austria does not have a standalone law against “shrinkflation”, these practices are regulated under broader consumer protection and unfair competition rules (e.g., UWG – Gesetz gegen unlauteren Wettbewerb ).

If your Czech company is in the food or cosmetics sector, you must be careful how you communicate changes in product contents—this affects how you inform customers in your AGB about product changes.

Attorneys from ARROWS, a Prague-based law firm, continuously monitor legal developments in Austria and help clients adapt their AGB to new standards.

How Austrian AGB differ from Czech ones – key differences

If you have so far done business in the Czech Republic, you cannot copy your model in Austria. Here are the main differences:

In the Czech Republic:

• AGB usually apply automatically if they are part of a contract signed by both parties.
• Courts often assume the parties knew what they agreed to if it was on paper.
• Consumer protection exists, but it has more exceptions and is not as rigid.

In Austria:

• AGB must be actively accepted and communicated. Automatic consent is not presumed.
• Surprising clauses are not part of the contract without explicit notice.
• Consumer protection is very strict with few exceptions—if you have AGB that breach the KSchG, they are simply not valid.
• Transparency is not merely a recommendation—it is a legal obligation, and breaches have consequences.

All of this means that Czech entrepreneurs who think they can “adjust” their Czech AGB and translate them into German often fail. They need a new approach that takes Austrian legal culture into account.

Practical tips: how to set up AGB correctly in Austria

If you are planning to do business in Austria or already operate there, below you will find specific steps on how to proceed safely:

Step 1: Find out whether you are in B2B or B2C (or both).
If you sell to someone who buys the item for personal use (a natural person), you are in B2C. If you sell to an entrepreneur, you are in B2B. If you do both, you need two sets of AGB.

Step 2: Obtain legal advice. Do not try to do it yourself. The lawyers at ARROWS advokátní kancelář, a Prague-based law firm, will help you create AGB that are specific to your business and legally robust in Austria. Given how important AGB are in minimizing risks and disputes, this is the best investment you can make.

Step 3: Communicate the AGB clearly to your partners.
Before each contract, make a copy available to them, explicitly draw their attention to the fact that they become part of the contract, and in the case of a long-term relationship, obtain confirmation by email or otherwise that they agree to them.

Step 4: Review and update regularly.
Legislation changes, and the industry evolves. Once a year, have your AGB reviewed to make sure they still reflect the current legal situation and are aligned with your business strategy.

Step 5: Take local specifics into account. If you operate in a particular sector (hotel industry, e-commerce, construction), there are sector-specific rules and standard AGB. The ARROWS team is familiar with these and will help you not only with general terms and conditions, but also with those specific to your sector.

Final summary

General terms and conditions in Austria are not a mere formality – they are legally binding documents that define rights, obligations, and risks between you and your partners. Austrian law approaches them differently than Czech law: AGB are not used as automatic protection, but as part of a dialogue that you must actively agree and communicate.

Mistakes in setting up AGB can lead to serious practical problems: invalid clauses, lost court disputes, inability to enforce your terms, or significant delays and additional costs for legal solutions. In the worst case, you risk fines for breaching Austrian rules.

If your Czech company operates or wants to operate in Austria and needs legally robust and effective AGB that truly work, the legal team at ARROWS advokátní kancelář, a Prague-based law firm, can assist you. We have experience with Czech-Austrian projects, we understand how the legal environment differs, and we can draft AGB tailored to your specific situation.

We can also handle any follow-up issues – from enforcement to court disputes.

Contact us at consultation@arws.cz to arrange a consultation. Better prevention and proper setup from the start than fixing mistakes later.

• Copying Czech AGB without adaptation.
• Incorrect communication of AGB to partners – they provide them, but do not emphasize them in any way.
• Not creating a separate B2C document.
• Overly harsh or punitive clauses that a court will invalidate.
• Missing content relevant to the Austrian legal framework (e.g., information on consumer rights under the FAGG).
• The ARROWS lawyers, who have experience with many Czech clients in Austria, know where mistakes typically occur and will help you avoid them.

Read also:

• Posting Employees to Austria: Minimum Pay Compliance Under LSD-BG
• Termination clauses that work – and those that don't in the Czech Republic
• Supply chain disputes in Czech law: How to win or settle smart
• How to Structure Intercompany Agreements in a Holding to Avoid Disputes and Tax Risk
• How to outsource legal tasks in the Czech Republic without losing control over strategy