Contract Law

As a rule Austrian law does not prescribe any particular form – oral agreements are binding too. For certain transactions, however, the law does require a specific form, for example a notarial deed for the transfer of shares in a GmbH or for gifts without actual handover. Regardless of this, written form is almost always advisable: in a dispute what matters is what can be proven, not what was intended.

Under § 933 ABGB (Allgemeines bürgerliches Gesetzbuch – the Austrian Civil Code) the statutory warranty period is two years for movable goods and three years for immovable property, in each case from handover. Once it expires, only three months remain to assert the claims in court (§ 933 Abs. 3 ABGB) – this short limitation period is often overlooked in practice. In consumer transactions the Consumer Warranty Act (VGG – Verbrauchergewährleistungsgesetz) has applied since 2022, with a reversal of the burden of proof in the first year: if a defect emerges within one year of handover, it is presumed to have existed at handover (§ 11 VGG). For contracts concluded after 30 September 2026, the warranty period is extended once by one year following a repair (§ 10 Abs. 2a VGG). Between businesses warranty can be restricted by agreement – we review such clauses before you sign.

The statutory warranty is laid down by law: the seller is liable for the goods being free of defects at handover – without this having to be agreed. A guarantee, by contrast, is a voluntary promise, usually given by the manufacturer; whoever gives it determines its content, duration and conditions. A guarantee can supplement the statutory warranty, but it can neither replace nor restrict it. This matters in practice: if the seller points you to the manufacturer's guarantee, your statutory warranty claims against the seller itself remain in place.

That depends on who is selling. Towards consumers the statutory warranty cannot be excluded or restricted before the defect becomes known (§ 9 KSchG – Konsumentenschutzgesetz, the Consumer Protection Act). Between businesses an exclusion or reduction is in principle permissible and common in practice – the limit is gross disadvantage in standard terms. In a private sale, for example a used car bought from a private seller, an exclusion is also effective; according to the case law, however, it covers neither fraudulently concealed defects nor expressly promised characteristics. The wording is decisive – we review and draft such clauses.

Without a contractual basis only in exceptional cases – Austrian law does not recognise a general right to adaptation. That is why price adjustment clauses, termination and withdrawal rights, force majeure and adaptation clauses belong in every long-term contract. Existing contracts can be amended by mutual agreement; we conduct the negotiation and record the outcome in a legally secure way.

General terms and conditions only become part of a contract if they are expressly referred to and the other party has the opportunity to take note of them. Unusual and disadvantageous clauses are invalid under § 864a ABGB, grossly disadvantageous ones under § 879 Abs 3 ABGB. In consumer transactions the strict requirements of the Consumer Protection Act apply in addition. Regular review prevents key clauses from failing when it matters.

Depending on the case, performance, price reduction, repair, damages or withdrawal from the contract may be available. The correct sequence matters: usually a grace period must be set and the breach documented in a provable manner. We assess your claims, formulate the demand and enforce it – in court if necessary.

In principle no – contracts bind. The often-cited 14-day right of withdrawal applies only to consumers in distance and doorstep transactions, such as online purchases, not to purchases in a shop and not between businesses. Beyond that, only contractually agreed rescission rights or statutory exceptions such as default, mistake or laesio enormis help. If you want exit options, they must be negotiated into the contract – beforehand, not afterwards.

Yes, under narrow conditions. Under § 871 ABGB a contract can be challenged where the mistake concerns the substance of the transaction or a material characteristic and was caused by the other party, must have been obvious to them, or was clarified in good time. If the other party deceived you deliberately, this is fraud (§ 870 ABGB) – then the contract does not bind you either, and the hurdles are lower. A challenge for mistake must be brought within three years of conclusion of the contract (§ 1487 ABGB); in cases of fraud this short period does not apply and the long thirty-year period remains. We assess whether a challenge has prospects – or whether adapting the contract is the better route.

A contractual penalty can be validly agreed, but it is subject to the court's judicial power to reduce it: if it is excessive in relation to the actual detriment, the court may reduce it. It must also be settled whether it applies in addition to, or instead of, damages, and whether it presupposes fault. In employment contracts and towards consumers the limits are narrower than in dealings between businesses.

That depends on the scope: a two-page purchase contract is costed differently from a licensing framework with schedules. Depending on the case we agree a fixed fee or bill by hourly rate; we discuss both in advance at the initial consultation, where we also estimate the effort involved. So you know what to expect before you instruct us. Measured against the cost of later proceedings, a contract review before signature is regularly the cheapest step.