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Slovakia: Contractual relationships during the pandemic. How to react and how to protect yourself in the future?

A brief overview of the influence of force majeure on contractual relationships in Slovakia. 

In the current situation, created by the coronavirus pandemic, some entrepreneurs are literally forced to switch to online sales in the interest of economic survival. In this case, extended consumer rights must be respected. With regard to business contracts, we recommend including preventive provisions on acts of God to minimize as much as possible the impact of similar unforeseeable events (force majeure or acts of God) on relations with your business partners in the future.

Contractual relationships and force majeure:

Currently, many entrepreneurs are unable to fulfil their contractual obligations for an objective reason following the coronavirus pandemic (e.g. due to a failure of deliveries or employees in quarantine). The global COVID-19 pandemic can be qualified as an extraordinary, unforeseeable, unavoidable event not caused by the contracting party; therefore, it can be called an act of God. According to the Slovak Commercial Code, the act of God only affects the possible elimination of liability for damages, and therefore does not exempt the parties from fulfilling their contractual obligations, unless they have this provision in their contracts. If the parties to the contract are interested in extending or reducing the legal consequences of force majeure, it is necessary to do so directly in the contract.

An exhaustive list of acts of God is not included in the Commercial Code. In order to avoid ambiguities and possible court disputes when interpreting whether the pandemic or any other circumstance related to their contract constitutes an act of God, entrepreneurs should include (especially for the future) a definition, as well as the consequences of force majeure for the obligations of the contracting parties, directly in the contract.

Contractual relationships with consumers:

Consumer protection is an important priority for public authorities at both national and European level. The scope and content of the consumer's rights sometimes differ depending on how and where the contract was concluded. If the supplier concludes a contract with the consumer outside his business premises, as a distance contract (i.e. e-shop), or during a sales promotion event, consumers have more rights, for example in the event of withdrawal from the contract. Suppliers, on the other hand, have much more information duties towards consumers. The most common way of fulfilling the majority of these obligations is in particular their inclusion in the general terms and conditions of the entrepreneur. It is particularly important that your general terms and conditions meet the legal standards for consumer protection and that the entrepreneur can prove that the consumer was familiar with them before the contract was concluded. It is also necessary to correctly adjust the mechanism for concluding contracts or binding orders for goods and services and to ensure that the terms of the contractual relationship do not cause an imbalance between the rights and obligations to the detriment of the consumer.

If, as a result of the situation caused by the coronavirus, you have innovated your business model and switched to online sales, we recommend that you draw up general terms and conditions, or harmonize your general terms and conditions with consumer protection legislation and other legal provisions. Since the legal regulation of consumer protection is covered by several acts and it may be difficult to navigate through them, we recommend consulting a lawyer.