1.  In respect of existing business-to-business (B2B) agreements that do not contain an explicit price adjustment clause:
    1. a. Is the supplier permitted to unilaterally increase prices (or does it have other rights regarding price increases)? If so, to what extent?
    2. b. Do (extreme) price increases give the customer the right to terminate the agreement? If so, are there any specific rules or regulations to comply with?
  2.  In respect of future B2B agreements:
    1. a. Is it permissible to include an explicit price adjustment clause in the agreement? If so, what price adjustment clauses typically exist in your jurisdiction?
    2. b. What legal issues need to be considered (if any) to ensure that the price adjustment clause is enforceable? Is there any key legislation or case law that parties should be aware of regarding enforceability of price adjustment clauses in your jurisdiction?
    3. c. Are there any other issues that parties should consider when formulating a price adjustment clause (e.g. any sector-specific regulation)?
  3. Do any additional considerations or rules apply to the inclusion of price adjustment clauses in business-to-consumer (B2C) agreements?

jurisdiction

Slovakia
Add jurisdiction

1. In respect of existing business-to-business (B2B) agreements that do not contain an explicit price adjustment clause:

a. Is the supplier permitted to unilaterally increase prices (or does it have other rights regarding price increases)? If so, to what extent?

No. Unless provided otherwise, unilateral changes of contracts are not permitted because any change of agreed conditions requires agreement of both the parties. 

b. Do (extreme) price increases give the customer the right to terminate the agreement? If so, are there any specific rules or regulations to comply with?

No. Unless provided otherwise, unilateral changes of contracts are not permitted because any change of agreed conditions requires agreement of both the parties. Therefore, the supplier cannot unilaterally change the price without an explicit price adjustment clause. As such, a termination right does not arise, assuming there has been no breach of contract (i.e., the supplier changing the price contrary to the terms of the contract). 

2. In respect of future B2B agreements:

a. Is it permissible to include an explicit price adjustment clause in the agreement? If so, what price adjustment clauses typically exist in your jurisdiction?

Yes. The parties can agree on a mechanism for a change to the contract, including a change to the price. The mechanism must be sufficiently detailed, comprehensible, and specific, and must allow the party concerned to terminate the contract before the price change takes effect, as it may otherwise be considered invalid. 

An example of a typical price adjustment clause in the context of purchase contracts is if the parties negotiate a price clause that considers an additional price adjustment due to a change in the cost of production of the subject matter of the purchase. The cost of production may be any cost necessary to produce the product agreed between the parties, such as the price of materials, labour or energy.

Parties with a registered office, place of business or residence in the territory of the Slovak Republic may only agree on a purchase price that is not contrary to generally binding legislation on prices. If the price would be contrary to these regulations, the purchaser is only obliged to pay the price which is the highest permissible under these regulations.

c. Are there any other issues that parties should consider when formulating a price adjustment clause (e.g. any sector-specific regulation)?

Certain sector specific regulations (e.g., electronic communications) provide additional conditions for price change or price adjustment.

3. Do any additional considerations or rules apply to the inclusion of price adjustment clauses in business-to-consumer (B2C) agreements?

Yes. Slovak law explicitly limits the possibilities for unilateral price increase changes to B2C agreements. 

Unilateral changes are defined only negatively in provisions related to consumer protection in the Civil Code – these provisions on consumer protection are mandatory and cannot be excluded.  

The following contract terms concerning unilateral changes are prohibited, due to causing significant imbalance in the rights and obligations of the contracting parties to the detriment of the consumer: 

  1. Contract terms allowing the supplier to unilaterally change the terms of the contract without a reason agreed in the contract. 
  2. Contract terms stipulating that the price of the goods or services will be determined at the time of fulfilment or entitle the supplier to increase the price of the goods or services without the consumer having the right to withdraw from the contract if the price agreed at the time of conclusion of the contract is substantially exceeded at the time of fulfilment.