In practice, queries frequently arise from internet retailers regarding the issue of liability for defects in goods on the part of their suppliers, that is, those persons who supply goods to retailers (hereinafter “supplier”). This issue is logically very important from the retailer’s perspective, as liability for defects in goods is borne towards the consumer by the final seller, whilst the consumer is protected relatively well from a legislative perspective in the area of defects in goods. However, the position of the internet retailer (as a professional) vis-à-vis the supplier is significantly different from the perspective of legislative protection in the area of liability for defects. It is assumed that relations between the retailer and its supplier will be governed primarily contractually and not by the application of statutory provisions.

Having regard to the complexity of the issue of liability for defects, information of a rather general nature will be provided in this circular. The provision of introductory general information is a prerequisite for addressing individual model situations. Space may then be devoted to interpretation relating to the specific legal regulation of liability for defects in commercial relations (including any claims of the buyer against the supplier) in one of the subsequent legal circulars.

In the area of liability for defects, a distinction is made between legal defects and factual defects, and this text deals with factual defects. From a legal perspective, it is also always important whether the matter concerns a domestic supplier-customer relationship or whether it concerns a legal relationship with a foreign supplier (an entity that has its place of business abroad).

In the case of a domestic relationship (between two or more domestic entities), the rights and obligations of the parties will be governed primarily by their contractual arrangements. The regulation in the Commercial Code (obchodní zákoník) has a dispositive character. The contractual arrangements of the parties must be understood as including terms and conditions or general terms and conditions which are referred to within the meaning of Section 273 of the Commercial Code (Act No. 513/1991 Coll.). For this reason too, it is necessary to pay due attention to the content of terms and conditions, particularly where the terms and conditions are prepared by the supplier. In the event that the contractual arrangements of the parties are lacking in some area (or where no unilateral warranty has been provided by the supplier), it is necessary to apply the provisions of the Commercial Code. The Commercial Code provides the buyer with a far lower level of protection than that ensured by the Civil Code (občanský zákoník) in consumer relations or in the sale of goods in a shop.

In the event that the matter concerns a supplier-customer relationship with a foreign partner, legal relations in the purchase of goods (including the issue of liability for defects) will likewise be governed primarily by contractual arrangements, again including terms and conditions or general terms and conditions. Where any contractual arrangements are lacking, in most cases it will be necessary to apply to these legal relations the United Nations Convention on Contracts for the International Sale of Goods (the so-called Vienna Convention), provided that its effects have not been expressly excluded by the contracting parties. In the event that the legal relationship with the supplier is to be governed by foreign law and the retailer does not have its legal representative in that jurisdiction, it may rather be recommended that the effects of the Vienna Convention should not be excluded by contract without reason. Where the effects of the Vienna Convention have been excluded, the relationship between the buyer and the seller will be governed by the applicable law (for example, according to the choice of law made by the contracting parties).

This text was translated from Czech to English using an AI translator.