Inclusion of Ts&Cs
National Law
Slovak law requires that the Ts&Cs must be agreed on in order to have them validly included.
The agreement can be express, e.g. in a framework agreement, but also implied. The implied inclusion requires a noticeable reference to one’s Ts&Cs. In particular, it is necessary to unambiguously name the Ts&Cs to which reference is made.
A reference to one’s Ts&Cs is sufficient, if the Ts&Cs are known to the contracting parties or are attached to the contract.
Whether a reference on offer, order and/or confirmation document is sufficient, is somewhat unclear under Slovak law, since there is a lack of case-law and legal comments in this respect.
A reference on shipment documents or invoices is generally not sufficient for a valid inclusion of Ts&Cs.
It is not necessary to include the Ts&Cs‘ actual wording. It is sufficient if in either of the above-described documents reference is made to a homepage or if it is stated that the Ts&Cs will be sent upon request.
CISG
From a Slovak law perspective, under the CISG, the same situation applies as under national law.
Battle of Forms
National Law
Under Slovak law, the situation is unclear. There is no settled relevant case law on this issue. Slovak law provides that a reply to an offer which purports to be an acceptance but contains additions, limitations or other modifications is a rejection of the offer and constitutes a counter-offer.
If neither the offer nor the counter-offer is accepted, it causes nullity of both stipulations.
However, the offeree may indicate acceptance by performing an act, such as the dispatch of the goods or payment of the price, without contrary notice to the offeror. In such case his acceptance becomes effective at the moment the act is performed (i.e. Last-Shot Rule).
CISG
From a Slovak law perspective, under the CISG, the same situation applies as under national law.
