Setting Slovak T&Cs for Czech Companies: Ensuring Legal Certainty

JUDr. Jakub Dohnal, Ph.D., LL.M.
JUDr. Jakub Dohnal, Ph.D., LL.M.
22.4.2026 | ARROWS law firm

A Czech company that intends to sell goods or provide services in Slovakia on a long-term and continuous basis often faces uncertainties in the legal regulation of commercial relationships. One of the most common sources of uncertainty is general terms and conditions. This article explains how to properly set up Slovak GTCs to ensure legal certainty in commercial relationships with Slovak partners.

The photo shows a specialist consulting on the setup of Slovak General Terms and Conditions.

Why Slovak T&Cs are a critical topic for Czech companies

When a Czech company decides to expand into Slovakia, it often assumes the legal situation is almost the same as in the Czech Republic. The language is similar, the market is close, EU rules are harmonised. The reality, however, is more complex. The Slovak legal system has its own specifics, which significantly affect the area of general terms and conditions.

T&Cs are not mere administrative formalities. They are legally binding documents that can influence something as simple as payment of an invoice, returns, procedures in the event of breach of contract, the level of penalties, the scope of liability, and also the risk that if they are ignored, the company may face sanctions from public authorities. 

The Slovak Trade Inspection Authority and other regulatory bodies monitor compliance with T&Cs rules, and incorrect setup can even lead to fines.

A Czech entrepreneur who has succeeded in the Czech market in the past often believes their existing T&Cs will work in Slovakia without major changes. That is one of the big misconceptions. Not only does the legal environment differ, but so does the way Czech and Slovak courts interpret T&Cs.

In addition, there is a very practical issue in cross-border business relationships between the two countries – the so-called “battle of forms” – i.e., a situation where the supplier and the customer each use their own T&Cs with different provisions. In Slovakia, this situation is addressed in a specific way that a Czech entrepreneur may not be used to.

For long-term successful business in Slovakia, there is no alternative but to address the topic systematically. The attorneys at ARROWS, a Prague-based law firm, focus precisely on these cross-border issues, understand both the Czech and Slovak legal environments, and can help Czech companies set up T&Cs so that they truly serve their interests.

Basic legal framework: Slovak vs. Czech approach to T&Cs

To understand what makes Slovak T&Cs specific, we must first see the legal basis they rely on. In Slovakia, T&Cs are primarily regulated by the Commercial Code (Act No. 513/1991 Coll.), which sets out the basic rules for their creation, their link to the contract, and their binding effect. There is also analogous regulation in the Civil Code (Act No. 40/1964 Coll.), especially where relationships between a business and a consumer are concerned.

In the Czech Republic, the legal regulation of T&Cs is primarily contained in the Civil Code (Act No. 89/2012 Coll.), which unified and modernised contract law. The former Commercial Code (Act No. 513/1991 Coll.), which had an equivalent in Slovakia, has been ineffective in the Czech Republic for many years in the area of general contract law.

Although the basic principles for drafting and applying T&Cs may be similar in both countries thanks to harmonisation of EU law, the individual statutory provisions and their interpretation differ in practice. For example, the Slovak legal system expressly distinguishes between situations where both parties are businesses (where each has greater freedom to negotiate) and situations involving consumers (where T&Cs are stricter towards the consumer and are reviewed from the perspective of so-called unfair commercial practices).

A key difference lies in how the Slovak legal framework views the moment when T&Cs become part of the contract. The parties must explicitly agree to the T&Cs. It is not enough to refer to T&Cs only on an invoice or in an email – both parties must know that they have agreed to them.

In many cases, Czech companies doubt whether their existing practice is sufficient. The answer is: in the Czech Republic it often might be, but in Slovakia a higher degree of formality and explicitness is required.

Another point – and one that is very important for the practical management of relationships – is that when both parties are businesses, they do not have a duty to treat each other with special consideration. The law refers to the “principles of honest commercial dealings” (good morals), but this is less strict than consumer protection. 

This means that a Czech entrepreneur can discuss and negotiate individual terms with the partner. However, it will not always be immediately clear whether a particular arrangement is legally balanced or not.

What happens when two companies use different T&Cs: the “last shot” rule

One of the most common and practically most problematic scenarios Czech companies deal with is precisely the situation where the customer (for example, a Slovak company) has its own T&Cs and the supplier (a Czech company) has its own. Both parties try to guess whose T&Cs will ultimately apply, and often are not even sure what the applicable legal regime is in this respect.

In this situation, the Slovak legal system applies the so-called “last shot rule”. How does it work in practice?

Let’s say a Czech company sends an enquiry referring to its T&Cs. The Slovak customer responds with an order in which it refers to its own T&Cs, perhaps with a different approach to payment terms, the level of liability, or complaint/claims conditions. Under the “last shot rule”, the T&Cs of the party that last sent such a counter-offer become part of the contract if the other party “accepts by conduct” – i.e., if it starts performing without further objections.

What are the practical implications? If a Czech company sends an order with the condition that “the invoice due date is 30 days from issuance”, and the Slovak company responds with its T&Cs stating “due date 14 days”, and the Czech company then accepts the goods and starts selling them without protest, then in effect the Slovak company’s T&Cs with a 14-day due date became binding.

The Czech company has thus unintentionally committed to a shorter payment term and cannot later claim payment under the original terms.

This rule applies primarily to relationships between two businesses (B2B). In dealings with consumers, stricter rules apply. It is also important to realise that the “last shot rule” does not apply if both parties have expressly agreed on one set of T&Cs – in that case, the agreed set takes precedence.

To avoid this risk, a Czech company should:

  • Clearly and in writing (ideally in the purchase agreement itself) specify which T&Cs will apply.
  • Avoid situations where the two sets of T&Cs differ in material matters (such as payment terms, the level of liability, complaint/claims conditions).
  • If it receives the Slovak partner’s T&Cs with different terms, it should reject them and agree on a compromise that is recorded directly in the contract.
  • In any event, document that the parties were aware of which T&Cs apply.

The attorneys at ARROWS, a Prague-based law firm, have extensive experience applying the “last shot rule” and can advise Czech companies on how to negotiate with Slovak partners so that no conflict of terms and conditions arises, or so that any conflict is resolved in the Czech company’s favour.

The most common questions about conflicts of business terms and conditions between a Czech and a Slovak company

1. If the Slovak partner does not respond to our objection to their terms and conditions and simply continues performance, does that mean they have automatically accepted our terms and conditions?

No. If the Slovak partner issues an invoice with their terms and conditions or continues performance under their terms, this is interpreted as acceptance of their own terms, not yours. The “last shot rule” says that the binding terms are the last proposed terms that the other party accepted by its conduct. Therefore, if the Slovak partner continues performance under their terms, those terms are the binding ones.

2. We have a signed contract with no reference to terms and conditions. What happens if the Slovak partner later claims that their terms and conditions should have applied?

That will be disputed. If you have nothing recorded, the Slovak partner may try to argue that the terms and conditions are known in the industry (because they are “standard in their sector”) and that they should have applied. The safest approach is to state clearly in the contract itself which terms and conditions apply—and if you are not sure, it is better to contact the attorneys at ARROWS, a Prague-based law firm, to review the contract before you sign it.

3. Can one of the partners unilaterally change their terms and conditions when a contract has already been signed?

That depends on what the parties have agreed. If a partner reserved the right to make unilateral changes in the text of the terms and conditions and the other party is bound by it, then theoretically yes—but only if these are the referenced terms and conditions, not something hidden in a Gmail attachment. In practice, however, it is better to expressly agree in the contract that the terms and conditions will not be changed without the consent of both parties. Here too, the attorneys at ARROWS, a Prague-based law firm, can advise.

How to properly set up terms and conditions for business relationships with Slovakia

For a Czech company to enter the Slovak market with confidence, it should prepare (or have prepared) Slovak terms and conditions that reflect its business strategy while also complying with the Slovak legal system. This process is not just about translating Czech terms and conditions into Slovak.

First and foremost, it is necessary to clearly define who the Czech company is doing business with. Is it trading with other businesses (B2B), or also with consumers (B2C)? In the first case, both parties have greater freedom to negotiate. In the second case, much stricter consumer protection rules apply.

For B2B, the key arrangements need to be identified in the Czech terms and conditions—namely:

  • Delivery times and conditions: When is the goods/service deemed delivered? Who bears the transport costs? Who bears the risk of loss or damage during transport?
  • Payment terms: What is the invoice due date? What is the procedure for overdue payments? What is the default interest rate?
  • Rights and obligations in the event of breach: What happens if the recipient “changes their mind” and wants to return the goods? What are the complaint/claims conditions? How long does the business have to remedy the issue?
  • Liability and limitations: What damages are covered by liability? Up to what amount? Are there any exceptions?
  • Dispute resolution: If a disagreement arises, will the dispute be resolved in court or by arbitration? What will be the governing law?

All of these arrangements should be stated clearly and explicitly in the Slovak terms and conditions. The Slovak legal framework requires transparency—if something is unclear, the interpretation will usually favour the weaker party (typically the customer or consumer).

The terms and conditions must be available and must be understandable. In Slovakia, the principle applies that if the terms and conditions are on the Czech company’s website or form part of a single document, the partner must have clear access to them and must be aware of them.

It is not enough for the terms and conditions to be in an email attachment that the recipient never opens. It is better to have them clearly available on the website and, in every order, link to the URL or expressly state: “This order is governed by the terms and conditions available at…”.

The third point—and this is very important for Czech companies—is that the terms and conditions should reflect “good faith”. 

If a Czech company sets overly aggressive terms (for example, unreasonably short complaint periods, exclusions of liability for its own fault), a Slovak court or regulator may consider this a breach of “good morals” and prohibit the use of such terms. There are also examples where Czech companies ended up with fines precisely because their terms and conditions were considered an unfair commercial practice in Slovakia.

The attorneys at ARROWS, a Prague-based law firm, specialise in preparing precisely such balanced, legally sound and practical terms and conditions that protect the Czech company’s interests while not being prone to challenge or criticism. 

When a contract takes precedence over terms and conditions—and what that means for you

One of the most common legal principles that Czech companies often overlook is: The main contract always takes precedence over the terms and conditions. This means that if something is specifically stated in the purchase or supply contract itself, it will apply even if the terms and conditions say something different.

How does this play out in practice? Let’s say a Czech company states in its terms and conditions: “Goods must be claimed within 5 days of receipt.” However, in the purchase contract itself the parties agreed that “goods may be claimed within 14 days of receipt.” If the Slovak customer then makes a claim on day 8, the Czech company cannot rely on the terms and conditions and say “the deadline has expired,” because the contract says 14 days and the contract takes precedence.

This is an important finding for Czech entrepreneurs, because it means: If you are unsure about something key, it is better to set it out directly in the contract, not only in the terms and conditions.

Example from practice: A Czech company agreed with a Slovak partner to supply goods for EUR 100,000, with the price including transport. In the purchase contract itself they clearly stated: “Price of EUR 100,000 including transport to the recipient’s warehouse.” In its terms and conditions, the Czech company stated that “transport is charged separately according to the price list”.

When the goods were damaged in transit and the Czech company incurred repair costs of EUR 5,000, it tried to argue that it could deduct this from the transport. The Slovak partner, however, relied on the contract: “The contract says including transport, not that you can deduct anything.” The Czech company ultimately lost. If, however, it had explicitly stated in the contract itself that “insurance costs are not included in the price,” it would now be safe.

This leads to a practical recommendation: For any key arrangement—especially price, due dates, return or complaint conditions, and liability for damage—state it clearly in the purchase or supply contract itself. Terms and conditions can serve as a “supplement” or “standard framework”, but they are not the right place for key points.

The attorneys at ARROWS, a Prague-based law firm, follow this principle when preparing contracts for Czech companies operating in Slovakia—ensuring that all critical arrangements are clearly set out in the contract itself and that the terms and conditions serve only as an additional standard for issues that are not primarily decisive.

Related questions about the relationship between a contract and terms and conditions in Slovakia

1. If the contract states “The invoice due date is 30 days” and the terms and conditions say “The due date is 14 days”, which condition applies?

Clearly the one in the contract – i.e., 30 days. The contract always takes precedence. Slovak law and Slovak case law confirm this. That is why it is crucial for critical arrangements to be included directly in the contract.

2. Can the Slovak partner later claim that the GTC should have taken precedence because they were known to them from their industry?

In principle, no—if the parties expressly agreed that the contract applies and the GTC are only an additional framework. However, for this to be clear, it should also be stated in the contract itself. If the contract says nothing, there is room for a dispute. Therefore, the safest approach is always to state: “The content of the contract takes precedence over the GTC.”

3. Is it possible for the parties to agree that the GTC take precedence over the contract?

Theoretically yes, if both parties expressly and knowingly agree to it. In practice, this is very rare and is not recommended to anyone, because it leads to uncertainty. The rule “the contract takes precedence” exists precisely to avoid uncertainty.

Possible risks arising from an unclear arrangement

Possible issues

How ARROWS helps (office@arws.cz)

Conflict between Czech and Slovak GTC (battle of forms): The Czech company believes its terms apply, while the Slovak partner expects theirs; this leads to misunderstandings, shortened deadlines, or loss of benefits

ARROWS attorneys analyze both sets of GTC, identify the “last offer” and ensure the Czech company knows what it has committed to; where appropriate, they negotiate better terms

Uncertainty as to which GTC form part of the contract: It is unclear whether the parties agreed in writing, by phone, by email, or only implicitly; later this leads to a court dispute over interpretation

ARROWS, a Prague-based law firm, prepares a clear reference to the GTC directly in the purchase agreement and verifies that both parties understand what they are committing to

Unbalanced or aggressive GTC: A Czech company drafts GTC that are considered an unfair commercial practice in Slovakia; there is a risk of a fine from the regulator or rejection of the GTC in court proceedings

ARROWS attorneys review the GTC under Slovak law and recommend changes so that the wording is correct and legally balanced

Absence or inapplicability of key arrangements: A Czech company believes it has what it needs included in “some term” (e.g., a ban on unilateral termination), but it is neither in the contract nor in clearly incorporated GTC; later it cannot enforce it

ARROWS, a Prague-based law firm, reviews the contract and the GTC for alignment with the business strategy and ensures that all critical arrangements are covered

GTC terminology is not aligned with Slovak law: A Czech company uses Czech-established terms (e.g., “return of goods without reason” for consumers) that have a different legal application in Slovakia; there is a risk of invalidity or unenforceability of the arrangement

ARROWS attorneys ensure an accurate translation and adaptation of the GTC with regard to the Slovak legal framework, including interpretation of individual legal concepts

Practical steps: How a Czech company should proceed

If a Czech company is at the beginning and deciding whether to enter Slovakia, it should consider the following approach:

1. Analysis of existing GTC: The Czech company takes its existing GTC and has them reviewed by a lawyer who knows Slovak law. It is often found that some arrangements that work without issue in the Czech Republic are invalid in Slovakia or are debatable.

2. Creating Slovak GTC: Based on the analysis, “Slovak GTC” are created, which are not merely a translation but adaptations reflecting Slovak law and local business customs.

3. Clear communication with the partner: When the Czech company contacts a Slovak partner, it should clearly communicate which GTC apply and provide them before anything is signed.

4. Inclusion in the contract: All key arrangements (price, due date, delivery time, liability, complaints) should be written directly into the purchase agreement. The reference to the GTC should be stated as: “This contract is governed by the GTC set out below, which form an integral part hereof. In the event of any conflict, the contract shall prevail.”

5. Resolving a GTC conflict: If the Slovak partner returns the order with its own GTC, the Czech company should not simply accept and perform. It should address the conflict—either accept a compromise or clearly state that it operates only under its own terms.

6. Documentation: Everything should be in writing—emails, confirmation emails, signed contracts, photos of seals or signatures. In the event of a future dispute, it will be important to prove that the parties were aware of the individual terms.

Attorneys from ARROWS, a Prague-based law firm, can help Czech companies with each of these steps—from analysis through preparation of new GTC to negotiations with a Slovak partner or, if necessary, representation in a dispute. Contact them at office@arws.cz.

Specifics of B2C relationships: When a Czech company sells to a Slovak consumer

If a Czech company sells goods or services directly to consumers in Slovakia (for example via an e-shop), much stricter rules apply. Slovak Act No. 250/2007 Coll. on Consumer Protection and related regulations expressly prohibit various practices that may be acceptable in B2B (between businesses).

In a B2C relationship, the trader (the Czech company) has a number of obligations towards the consumer:

  • Information obligations: It must clearly provide all essential information about the goods, price, right of return, due dates, etc. This information must be easily accessible and understandable.
  • Right of withdrawal: In both the Czech Republic and Slovakia, the consumer has the right to withdraw from the contract within 14 days without giving any reason. This right also applies to distance purchases (e-shop, phone). The Czech company cannot simply deprive the consumer of this right.
  • GTC adjustments: GTC towards consumers must not contain “unfair commercial practices”. For example, the following is not acceptable: “Return of goods without a refund, exchange only”, “A paper receipt is not necessary, the online page is sufficient”, “The return period is 3 days”, etc.
  • Performance deadlines: The Czech company must deliver the goods within a reasonable time (usually within 30 days), unless the parties agree otherwise.

Czech companies often do not realize how strict the rules are in B2C. They often use wording that would work in B2B, but is not acceptable towards consumers. This subsequently leads to fines from the Slovak Trade Inspection or other issues.

Therefore, when a Czech company launches e-commerce or other B2C activity in Slovakia, it should have its GTC reviewed specifically from a consumer protection perspective. ARROWS attorneys have the expertise precisely in this area and can help.

Related questions on B2C business in Slovakia

1. Can we state in our e-shop that returns are only possible within 5 days of purchase?

No. Slovak (and also Czech) law gives consumers the right to return goods within 14 days without stating a reason. If your e-shop restricts or refuses this right, it will be a breach of the law and you may face a fine. In some cases the period can be extended, but it cannot be shortened.

2. How long do we have to deliver the goods after the order is placed?

The law sets a “reasonable period”, which is usually understood to be up to 30 days. Unless the parties agree otherwise, this is the standard. If you want a longer period, you should clearly state this on the website and in the ordering process.

3. If the buyer complains about the quality of the goods, what must we do?
You must handle the complaint under Slovak law – typically, the defect can be remedied or the goods replaced. If that is not possible, you should offer a refund. You cannot freely choose what you will do; the law determines the procedure.

Dispute resolution: Where to turn when negotiations fail

If a disagreement arises in a transaction with a Slovak partner and negotiations fail, there are standard routes for a Czech company to resolve it. It can turn to a Slovak court, but it can also use out-of-court dispute resolution (mediation, arbitration) or attempt an informal solution through consultation.

In Slovakia, as in the Czech Republic, there are bodies for alternative dispute resolution. If the other party is a Slovak entrepreneur, the terms and conditions often include a so-called arbitration clause – i.e., an agreement that the dispute will be resolved by an arbitrator (arbitration) instead of in court. This can be advantageous for both parties because it is faster and more discreet.

However, it is far more important to prevent a dispute from arising in the first place. That is why it is crucial that all terms are clear from the outset, that the terms and conditions are explicitly accepted, and that everything is documented. 

The attorneys at ARROWS, a Prague-based law firm, know that “prevention is the cure”; that is why clients often submit contracts to them for review even before signing, thereby avoiding later complications.

However, if a dispute does arise, the attorneys at ARROWS are able to represent the client both in negotiations and in arbitration or court proceedings. They have experience with how disputes between Czech and Slovak companies are typically resolved, and which arguments are most effective in Slovakia.

Final summary

Slovak general terms and conditions are not “unnecessary administration”. They are legally binding documents that affect all key elements of the business relationship – from price and payment terms to liability for defective goods and dispute procedures. A Czech company that wants to do business in Slovakia successfully over the long term cannot rely on its existing Czech terms and conditions working without changes.

The most common mistake Czech companies make is underestimating the legal environment. They think Slovakia is almost the same as the Czech Republic, and therefore that “it won’t be that serious”.

The reality, however, is that Slovakia has its own legal customs, that the “last shot rule” is applied in Slovakia in relationships between entrepreneurs, that the main contract always takes precedence over the terms and conditions, and that ignorance of these principles can lead to very specific losses – loss of negotiating position, invalidity of key arrangements, fines from the regulator, or court disputes.

Properly setting Slovak terms and conditions therefore requires:

  • Understanding the local legal framework (the Commercial Code, the Civil Code, the Slovak Consumer Protection Act).
  • Clearly defining all key terms directly in the purchase agreement itself.
  • Ensuring that the terms and conditions are a translation and adaptation of the Czech terms, not merely a literal translation.
  • Ongoing communication with the Slovak partner and resolving any conflicts in the terms and conditions before concluding the contract.
  • Documenting all arrangements in writing.

If you want to minimize risk and ensure legal certainty, you should contact specialists who understand both the Czech and Slovak legal systems and have experience with cross-border relationships.

The attorneys at ARROWS, a Prague-based law firm, focus on this area and can assist you with everything from drafting Slovak T&Cs, through negotiations with a Slovak partner, to representation in the event of a future dispute. Contact them at office@arws.cz and make sure your business in Slovakia has a solid legal foundation.

Most common questions about Slovak general terms and conditions

1. Do we need Slovak T&Cs even if we are a Czech company and sell only to the Czech Republic?

If you sell in Slovakia as well (or plan to), yes—you should have Slovak T&Cs tailored to the Slovak legal system. If you sell only to the Czech Republic, Czech T&Cs are sufficient. If you are not sure which T&Cs you need, the attorneys at ARROWS, a Prague-based law firm, can advise you at office@arws.cz.

2. What happens if we do not have any T&Cs at all and sell without them?

Then the relevant laws (the Commercial Code, the Civil Code) apply to your business relationship. This means you may incur unexpected obligations—for example, having to take goods back if the buyer returns them, or being liable for damages that the legislator automatically attributes to an entrepreneur. T&Cs allow you to regulate these obligations appropriately. The attorneys at ARROWS can help you prepare T&Cs so that they are correct and usable.

3. How easy is it to change the T&Cs if we later realize that something in them is not correct?

If you have active contracts, it is not easy. Changes to T&Cs usually cannot be applied retroactively to contracts already concluded; they apply only to future contracts. If you want to change the terms of an existing contract, you must agree with the partner and execute an amendment. That is why it is important to have the T&Cs set up correctly from the start. This is precisely why we recommend having them reviewed by the attorneys at ARROWS, a Prague-based law firm, at the outset.

4. Is it necessary for the Slovak partner to sign a separate document “Consent to T&Cs”, or is it sufficient if the T&Cs are part of the order?

Ideally, the T&Cs should be part of the purchase agreement itself, or they should be sent to the partner at the beginning of the business relationship together with a request for confirmation that they are aware of them and accept them. If you want to be prepared, ARROWS attorneys can also prepare a separate signature form that partners exchange. Everything depends on the specific situation and the expected frequency of transactions.

5. We have an existing contract with a Slovak partner that is already 2 years old. Should we update it according to the new T&Cs we now want to have?

Formally, nothing compels you to do so if the existing contract is still valid and both parties comply with it. However, if the new T&Cs contain materially better terms (for example, extended complaint periods, reduced liability for certain matters, etc.), you should consider whether you can agree with the partner on an amendment. The attorneys at ARROWS can assess whether this is appropriate and how the client should proceed; contact office@arws.cz.

6. Should we have the same T&Cs for all countries, or should they differ for each country?

Ideally, they should be tailored to each country, because legal systems differ. T&Cs for Slovakia should reflect the Slovak legal framework; T&Cs for the Czech Republic the Czech one, etc. If you operate in several countries, you should have appropriately adapted T&Cs for each of them. ARROWS, a Prague-based law firm, has experience in preparing T&Cs for multiple countries and can advise clients on what is safest under each legal system.

Notice: The information contained in this article is of a general informational nature only and serves for basic orientation in the topic. Although we take maximum care to ensure the accuracy of the content, legal regulations and their interpretation evolve over time. To verify the current wording of the regulations and their application to your specific situation, it is therefore necessary to contact ARROWS, a Prague-based law firm, directly (office@arws.cz). We accept no liability for any damages or complications arising from the independent use of the information from this article without our prior individual legal consultation and expert assessment. Each case requires a tailored solution, so please do not hesitate to contact us.

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