German AGB for Czech Companies: Ensuring Compliance and Legal Validity under German Law

JUDr. Jakub Dohnal, Ph.D., LL.M.
JUDr. Jakub Dohnal, Ph.D., LL.M.
19.4.2026 | ARROWS law firm

German general terms and conditions (AGB) are not mandatory, but they must meet strict transparency and clarity criteria. Clauses must not be vague or surprising (Section 307(1), Section 305c(1) BGB), and consumer rights (B2C) are strictly protected. In addition, from 2026 an electronic “Widerrufsbutton” will be mandatory for e-shops.

The photo shows a specialist providing a consultation regarding German terms and conditions.

What German AGB are and when they are needed

German law defines general terms and conditions in Section 305(1) BGB as “all contractual terms prepared in advance for multiple contracts which one contracting party (Verwender – the party using/drafting them) presents to the other party upon conclusion of the contract”. It is not important whether the AGB form a separate document or are part of the contract itself, what their content is, or what format they take. What matters is that they are not individually negotiated.

Specific to German law is that AGB are not legally mandatory. If you do not use them, each contract will be governed by the individually agreed terms and the relevant statutory provisions of the BGB. Many businesses nevertheless prefer to use AGB, especially in e-commerce or in repeat transactions, to create uniform terms without having to negotiate them separately with each client.

In practice, however, the attorneys at ARROWS, a Prague-based law firm, see a key difference: if you do business with German partners and have a website targeting the German market, AGB are de facto essential. German consumers and regulators are protected by very specific and strict legal rules.

An error in the AGB—for example vague wording or a clause breaching Section 309 BGB—can easily lead to a warning notice (so-called Abmahnung) from consumer protection associations (Verbraucherzentralen) or competing companies, bringing the risk of penalties and legal action.

For example, if you sell electrical equipment from the Czech Republic to German customers online, you are not exempt from German law merely because this is a “minimal contact”.

As soon as you actively target the German market (e.g., a German-language version of the website, payment in euros, a German domain, delivery to Germany) and accept payments in euros, German law applies to the contractual relationship with the German consumer. This also applies to your AGB.

How to properly incorporate AGB into a contract – Section 305(2) BGB

For AGB to have legal effect at all and become part of the contract, they must meet three critical conditions under Section 305(2) BGB.

Express notice (Hinweis)

You must clearly and understandably notify the other party that the AGB exist and will form part of the contract. The notice must be so visible that the reader cannot miss it even at a quick glance.

In practice, this means: In e-commerce, clear wording is expected on the checkout page, such as “I agree to the General Terms and Conditions” or “I accept the AGB”.

A mere link in the website footer or in the navigation is generally not sufficient. For a comparison of typical setups and practical mistakes, the article Commercial contracts with American partners: Common mistakes made by Czech companies may also be useful, as it highlights recurring problematic provisions in terms and conditions. German courts (e.g. OLG Frankfurt am Main, judgment of 18 November 2021, case no. 6 U 121/21) have clearly stated that a link in the page footer alone is insufficient.

The notice must be specific—for example, “By clicking the ‘Order’ button you accept our AGB” is better than a general statement such as “Your rights and obligations are governed by our terms”.

Opportunity to review (Möglichkeit der Kenntnisnahme)

The other party must have a realistic and reasonable opportunity to actually read and understand the AGB. This is critical especially in e-commerce.

Specific requirements: the AGB must be available during the purchasing process, ideally on the order page, i.e., immediately before clicking the final confirmation.

They should be exportable as a PDF or another format so the customer can save them. The text must be readable without magnification and in a legible size (usually at least 10–12 points).

It is not sufficient for them to be available “somewhere on the website”—they must be provided in the context of the specific transaction.

In recent years, German courts have taken a very strict approach to e-shops that “hide” their AGB. If they cannot be found during the purchasing process, they are not automatically considered part of the contract.

Consent of the other party (Einverständnis)

The customer must accept the AGB expressly or by conduct (implicitly)—i.e., must agree to be bound by them.

For consumers (B2C), the usual practice is: a checkbox with wording such as “I agree to the AGB” or “I accept the terms”. A button with clear wording such as “Order with obligation to pay” or “Buy now”, which implicitly means acceptance of the AGB.

Important: the customer must act actively—an automatically ticked checkbox (a so-called pre-checked box) is invalid. Setting up the wording and procedural steps when concluding a contract (including incorporating AGB) typically falls within contracts and negotiations.

In B2B transactions, the regime is more lenient: it is sufficient if the partner “does not object”—i.e., tacitly agrees. Even so, express confirmation is recommended. For similar situations in cross-border relationships (where the form and timing of acceptance of terms determines enforceability), see also the update How Czech companies conclude contracts with partners from Italy: Recurring risks.

Critical risk: If the AGB are provided only with the invoice, after dispatch of the goods, or in a separate email after the contract has been concluded, they are entirely invalid for that contract. The contract has already been concluded and cannot be unilaterally supplemented with AGB. This is one of the most common mistakes ARROWS attorneys see in practice.

Transparency principle (Transparenzgebot) – Section 307(1) sentence 2 BGB

One of the pillars of German AGB law is the so-called transparency principle (Transparenzgebot). Under Section 307(1) sentence 2 BGB, a clause is automatically invalid if it is not clear and comprehensible. This means the content of the AGB must not be unclear, ambiguous, hidden, or worded in a way that misleadingly protects the drafting party.

How Transparenzgebot is applied in practice

In practice, this means: The text must be readable for the average layperson, not for a lawyer or specialist. The benchmark is the “typical, legally untrained average customer” (typischer, rechtlich nicht vorgebildeter Durchschnittskunde).

Clauses must not be hidden in small print, in a confusing structure, or at the end of a long list.

If additional information from another part of the AGB is necessary for a particular clause, this must be explicitly clear – the reader must not be left to guess.

Words are taken literally and precisely. German legal drafting is uncompromising – allegedly vague terms are immediately invalid.

Practical examples of breaches of Transparenzgebot
  • Example 1 – Vague terms: If you write in the AGB, “The seller limits liability for defects unless they are material defects,” this is too vague. The court will ask: What exactly do you mean by “material defects”? Which defects does this include? This vagueness leads to invalidity.
  • Example 2 – Hidden information: If you state a fee for returning goods (a restitution fee) in a scrollable table across three pages of text and not clearly in the main section, this may constitute a breach. The customer should be immediately alerted that additional costs apply.
  • Example 3 – Contradictory wording: If in one part of the AGB you claim “All defects are covered by a two-year warranty” and elsewhere “Electronic defects are excluded from the warranty,” this is contradictory and unclear.

Interestingly, when assessing Transparenzgebot, German courts focus on what a customer could “reasonably” understand from the text. If the text could have more than one interpretation, the court will adopt the interpretation least favourable to the drafter.

The attorneys at ARROWS advokátní kancelář consistently analyse each clause precisely from this angle: will the average German customer understand what is meant? Or is there a risk that a court will consider it unclear and therefore invalid?

Surprising and ambiguous clauses – Section 305c(1) BGB

The German legal system also protects parties against so-called “surprising” clauses (überraschenden Klauseln). Under Section 305c(1) BGB, clauses must not involve terms that are so unusual or unexpected for the other party that they cannot reasonably be expected based on the ordinary course of dealings.

Seemingly simple rules, but in practice they give rise to many interpretations.

  • Example 1 – A surprising clause in an e-shop: If you run an e-shop selling mobile phones and in the third point of the AGB (among dozens of other terms) you state: “All returned goods shall remain the property of the seller without any entitlement to a refund,” this clause will most likely be treated as surprising – especially if it is drafted vaguely or placed in an unclear location.
        The customer could argue that they would never have purchased if they had known they would lose their money.
  • Example 2 – Unexpected fees: If you advertise on the homepage “Shoes for EUR 50” and only in the AGB during the purchasing process does information appear about a 20% administrative fee, this is surprising. The price should always be stated inclusive of all fees.

Surprising clauses are not automatically incorporated into the contract – they are invalid regardless of their content. This means that even if a clause is otherwise reasonable, if the reader is not prepared to expect it, it is not legally binding.

Specific prohibitions of clauses – Sections 308 and 309 BGB

German law contains a so-called catalogue of impermissible clauses. The prohibitions are divided into two categories: those that may be acceptable to a certain extent in a specific context (Section 308), and those that are absolutely prohibited without exception (Section 309). This is similar to Czech law, but with significantly more detailed regulation.

Section 308 BGB – Prohibitions subject to assessment (Klauselverbote mit Wertungsmöglichkeit)

In these cases, a clause may sometimes be acceptable if it is sufficiently justified and not unreasonably detrimental.

Clause 1 – Excessively long acceptance or delivery periods (Annahme- und Leistungsfrist)

The Verwender (drafter) must not reserve unclear, indefinite, or unreasonably long time limits for its own performance. If you write “We will deliver within a few weeks,” this is too vague. You should say “within 10 business days”.

Clause 2 – Excessively long payment terms (Zahlungsfrist)

General rule: More than 30 days from receipt of the invoice is generally considered unreasonably long.

For B2B (between businesses): The “within 30 days” rule is standard. If you want to agree a longer period, you must negotiate it individually and justify it commercially.

If you set a term of 31–60 days, it must be commercially justified and expressly agreed.

More than 60 days is highly problematic and is generally not recommended. Under Section 271a(1) BGB, agreeing a maturity period longer than 60 days in B2B relationships is considered effective only if it is not grossly unfair to the creditor, which is difficult to prove.

Example: If you are a machinery manufacturer and you typically wait 45 days for payment (because shipping and processing take time), this can be justified. But without justification, it is problematic.

Clause 3 – Reserved right to withdraw without cause (Rücktrittsvorbehalt)

The seller must not reserve the right to simply withdraw from the contract without an objective and stated reason. “We reserve the right to withdraw this offer without stating reasons” is invalid. You must specify the reasons that entitle you to do so (e.g., goods sold out, technical malfunction of the website, etc.).

Section 309 BGB – Unconditional prohibitions (Klauselverbote ohne Wertungsmöglichkeit)

These clauses are absolutely prohibited with no possibility of exception or justification.

Prohibition 1 – Shortening the limitation period to less than one year (Verjährungsabkürzung)

You must not shorten the limitation period for defect claims to less than one year. This applies in particular to consumers (B2C). If you write “Complaints must be submitted within 6 months,” this is invalid. It must be at least 1 year.

But note: Case law applies a stricter rule – according to the decision of OLG München (e.g., of 22 March 2024, case no. 7 U 5781/22), you must not shorten the period even for claims related to intentional breach of contract (Vorsatz) or gross negligence (grobe Fahrlässigkeit).

If your clause does not address this, the entire clause is invalid and the statutory limitation period applies (usually 2 years).

Prohibition 2 – Excluding rights to refuse performance (Leistungsverweigerungsrechte)

You must not exclude or limit the customer’s right to refuse performance if your obligations have not been fulfilled. A clause such as “The customer must pay even if the goods are not delivered correctly” is invalid. The customer has the right to say “I don’t want it” or “I will pay only part of the amount”.

Prohibition 3 – Prohibition of set-off of mutual claims (Aufrechnungsverbot)

You must not prohibit the customer from setting off their debt to you against their due and undisputed claim against you.

If, for example, you owe the customer EUR 1,000 for a returned product and they owe you EUR 500 for a purchase, they should be able to set this off. A clause stating “Set-off of claims is not permitted” is entirely invalid.

Prohibition 4 – Limitation of liability for death, injury, or harm to health (Haftungsbeschränkung für Körperschäden)

This is an absolute prohibition. You must not exclude or limit your liability in cases where your breach results in someone being injured or killed. A clause such as “The seller is not liable for any injury or death” is invalid regardless of how it is worded. You must remain liable for personal injury.

It may be acceptable to limit liability for material damage (e.g., damage to goods) or financial loss (loss of revenue), but not for personal injury.

Prohibition 5 – Complete and blanket exclusion of liability (Pauschaler Haftungsausschluss)

A clause that excludes your liability for everything without exception (“The seller is not liable for anything”) is invalid. You must be liable at least for material breaches and intentional conduct.

Verjährungsabkürzung – shortening the limitation period for asserting rights

This is one of the most frequently addressed issues that ARROWS attorneys in Prague see in practice. Companies often try to shorten the period during which customers can assert defect claims to just 6 or 12 months to make life easier. But German case law has become stricter.

Current legal position (2024–2026)

According to a number of decisions (in particular OLG München and the BGH), the following applies:

  • If you want to shorten the limitation period, you must expressly and clearly exclude claims related to intentional breach of contract (Ansprüche für Vorsatz) and gross negligence (grobe Fahrlässigkeit).
  • A vague reference such as “statutory limitation periods generally apply in the event of more serious breaches” is not sufficient. You must draft it specifically.
  • It is not permitted to use so-called severability clauses (salvatorische Klauseln) that say “if part is invalid, statutory law applies”. Such a clause in AGB is itself invalid, and experts often refer to it as “a doctor treating himself with a packet of insects”.

Practical examples:

❌ Invalid: “The limitation period for complaints is 6 months. In other cases, the statutory limitation periods apply.” (Too vague; it is unclear what “other cases” means; it does not include exceptions for Vorsatz/grobe Fahrlässigkeit.)

✓ Valid: “The limitation period for defect claims is 12 months from delivery. This period does not apply to claims arising from intentional breach of contract (Vorsatz) or gross negligence (grobe Fahrlässigkeit), for which the statutory limitation periods remain in force.” (It explicitly excludes Vorsatz and grobe Fahrlässigkeit and clearly defines what is covered.)

Difference between consumers (B2C) and business partners (B2B)

German law clearly distinguishes between consumer contracts (Verbraucherverträge) and contracts between businesses. This distinction is fundamental to understanding what you can and cannot set in AGB.

Consumers (B2C – Business to Consumer)

Definition: A consumer is a natural person acting outside the scope of their business or professional activity.

The strictest requirements:

  • All prohibitions under § 308 and § 309 BGB apply without exception.
  • There are only very limited options to disclaim liability for defects or damage.
  • The seller’s obligations are very extensive.
  • Minimum customer rights (withdrawal from the contract, the 14-day withdrawal period, etc.) are absolutely protected and cannot be restricted.

Example: If you sell laptop accessories via an e-shop to a Czech sole trader who buys it “for themselves” (not for their business), this is B2C. You must provide them with all statutory consumer rights.

Businesses (B2B – Business to Business)

Definition: In a B2B context, both parties are business entities—i.e., they are “on the same level”.

More lenient, but still strict:

  • Entrepreneurs are considered capable of protecting their own interests.
  • Some prohibitions under § 308 and § 309 BGB apply less strictly in B2B or do not apply at all (e.g., limiting liability for slight negligence is possible within certain limits).
  • Certain limitations of liability may be used if they are clearly drafted and do not amount to unreasonable disadvantage (§ 307(1) BGB).
  • Longer payment terms (up to 60 days) may be acceptable if individually agreed and not grossly unfair.

But be careful: Even in a B2B context, you must remain cautious. If a sentence is vague or surprising, it will not be valid even in B2B.

And if it concerns a micro-business, a startup, or an individual who carries on business without genuinely commercial conduct and is objectively the weaker party, some rules designed for consumers may also apply to them.

Practically speaking: In B2B, it is better to have AGB drafted clearly and explicitly, and ideally confirmed individually by both parties. This helps ensure they are legally enforceable.

microFAQ

1. Can I completely exclude refunds in an e-shop?

No, absolutely not. For consumers, § 355 BGB and the relevant EU directives provide at least a 14-day right of withdrawal (das Widerrufsrecht). This is the customer’s right, not yours, and you must not restrict it or make it more difficult in any way. Any attempt to circumvent it (e.g., “Returns are only possible in the event of a proven defect” or “Returns are only possible with an administrative fee deducted”) is invalid.
In addition, from 19 June 2026 you must provide the customer with a digital website button for withdrawal from the contract (Widerrufsbutton)—if you fail to do so, you risk a fine.
In B2B it is different—there you can set your AGB more leniently, but in practice it is recommended to provide some withdrawal period so that you appear credible.

2. Do I have to accept all complaints without limitation?

No, but with a caveat. In the case of defects, under § 439 BGB you must first allow cure—i.e., either repair or replacement of the goods. If that fails (usually after 2–3 attempts), the customer may request a refund or a price reduction.
In B2B transactions (between businesses), the so-called “Rügepflicht” applies—an entrepreneur must inspect defects and notify them promptly (typically within days), otherwise they lose the right. However, this depends on the specific circumstances and the type of goods.
The key point is: You cannot exclude liability for defects altogether. You can only regulate the time limit for submitting a complaint and the remedy procedure.

3. What is the longest payment term I can set?

General rule for B2B: A maximum of 30 days from receipt of the invoice or the goods is considered “reasonable”. If you want 31–60 days, you must expressly agree it individually and be able to demonstrate that it is commercially justified (e.g., “Due to the complexity of the project and approval processes, a 45-day term is standard”).
More than 60 days is highly problematic. Under Section 271a(1) BGB, you must prove that the longer term is not “grossly unfair” (grob unbillig). This is a high threshold that very few manage to meet.
For B2C: Payment is usually made at the time of ordering (for online payments) or within approx. 14 days (for cash on delivery/invoice).

4. If my AGB are invalid, what happens?

If a court or regulator finds that your AGB are invalid (in whole or in part), the statutory provisions of the BGB apply automatically. Specifically:

  • If you excluded your liability and this is invalid → you are liable for everything under the BGB (including slight negligence that would otherwise not have been covered).
  • If you shortened the limitation period for claims/complaints to 6 months and this is invalid → the statutory period of 2 years applies.
  • If you introduced a prohibition of set-off (Aufrechnungsverbot) → the customer may set off mutual claims.

The result? In litigation, this can harm you significantly. In addition, you may face fines from consumer protection associations (Verbraucherzentralen) or competitors in the range of several thousand to tens of thousands of EUR per individual breach, for each customer or each individual transaction.

5. What matters in determining whether the AGB become part of the contract?

Under Section 305(2) BGB, there are three things: (1) clear notice, (2) the possibility to take note of them, (3) consent. If any of these is missing, the AGB are not part of the contract.
In practice, this means that if you are not 100% sure you meet all three elements, it is advisable to have your AGB reviewed by a lawyer. It is simpler and cheaper than dealing later with the fact that the AGB are not legally enforceable.

Connection with Czech law and international aspects

If you are a Czech company and sell into Germany, it is critically important to understand that German law applies even if your company is headquartered in the Czech Republic. This is ensured by European Union regulation (Rome I Regulation – Regulation (EC) No 593/2008 on the law applicable to contractual obligations).

Which law applies?

General rule: If your customer is a natural person (a consumer) with residence or habitual residence in Germany and the contract is concluded on the basis of your specific targeting of the German market (i.e., you use German, accept customers from Germany, etc.), German law applies to the consumer—even if your AGB are written in Czech or English.

This means you cannot avoid German AGB scrutiny merely by changing the language or choosing a legal system in a clause.

Practical example: A Czech company sells clothing via an e-shop with prices in euros and in German. A German customer buys a T-shirt. There is a dispute about a refund. German law applies—specifically, the requirements for AGB under Sections 305 et seq. BGB.

Can a Czech company choose which law applies?

Partly. In your AGB you can state “This contract is governed by the law of the Czech Republic” (choice of law – Rechtswahl). But—and this is a big “but”—this does not work safely for consumers. Under the Rome I Regulation (Article 6(2)), consumers are mandatorily protected by the protective provisions of the country where they have their residence (in this case Germany), regardless of the choice of law.

In other words: By drafting “Czech law applies”, you do not eliminate the application of German law to consumers.

For B2B (between businesses), you have more flexibility. There you can choose German law or Czech law without major limitations, provided it is clearly agreed.

Result: The attorneys of ARROWS advokátní kancelář see in practice that the safest solution is for a Czech company selling into Germany to have German AGB (not merely translated, but genuinely drafted in German and designed for the German market). This completely avoids interpretative disputes.

New rules from 2026 – Widerrufsbutton (digital button to withdraw from the contract)

An important change: From 19 June 2026, all e-shops selling to consumers in the EU must provide a digital button to withdraw from the contract (the so-called Widerrufsbutton), directly on the website.

This is the implementation of a European directive into German law, which will lead to an obligation to implement this button in online sales processes. This is a legislative change that affects all online shops—regardless of size or sales volume.

Specific technical and process requirements

Visual design and placement: The button must be visible, clearly legible, and easily accessible throughout the period during which the right of withdrawal is effective.

It must be highlighted (hervorgehoben) compared to the other text—ideally using a contrasting color or another visual element.

It must not be hidden in the footer or in small print. The reason is to ensure the customer can find it easily.

It should be placed where the customer would expect it—typically in the account profile, order history, or settings.

Labeling and description: The button should be clearly labeled, e.g., “Vertrag widerrufen” (Withdraw from the contract) or “Widerrufsantrag stellen” (Submit a withdrawal request). It must not be confused with other functions or buttons.

Two-step process:

First step: The customer clicks the “Vertrag widerrufen” button. This does not trigger the withdrawal—it is only an initiation.

Second step: The customer is redirected to a form with fields for: the customer’s name, identification of the contract/order, communication channel (e-mail).

Third step: The customer must confirm the withdrawal again by pressing the “Widerruf bestätigen” (Confirm withdrawal) button. This is the second confirmation point to prevent unintended withdrawals.

Confirmation and documentation: After clicking “Widerruf bestätigen”, the customer receives immediate e-mail confirmation that the withdrawal has been submitted.

The confirmation must include: the content of the withdrawal, the date and time of submission, contact details. This confirmation must be on a “durable medium”—i.e., an e-mail that the customer can save.

Consequences of non-compliance

If you do not implement the Widerrufsbutton by 19 June 2026:

  • Regulatory authorities (Verbraucherzentralen, competition authorities) may issue you a warning.
  • You may face a fine in the tens of thousands of EUR (or more, depending on the duration of the breach and the number of affected customers).
  • Customers may complain and demand that withdrawal be possible without restrictions.
  • Statutory obligations to provide compensation or reimbursement.
  • In the worst cases, the e-shop may be removed from trusted sellers or blocked.

The only exceptions where the Widerrufsbutton does not have to be provided are:

  • B2B contracts (where both parties are businesses).
  • Digital content that has already been provided and unsealed (e.g., an e-book downloaded and unwrapped).
  • Services that have already been partially performed (e.g., concert tickets, accommodation).
  • Made-to-order production (custom-made goods).

The attorneys at ARROWS law firm in Prague are currently working intensively on this topic. If you run an e-shop and are not sure how to implement the Widerrufsbutton, ARROWS can help you with the legal and technical setup.

FAQ

1. Do I need to have the AGB exclusively in German if I sell to German customers?

Yes, it is strongly recommended. Under German law and case law, the AGB must be in the language in which negotiations are conducted. If you communicate mainly in English or Czech but present the AGB in German, you create an interpretation risk unless everything is clearly aligned.
The safest approach is to have everything in German—i.e., the website, the AGB, and customer communication. If your website is available in both Czech and German, the AGB should be in both languages and identical.
Note: A Czech-to-German translation using automatic translators is definitely not sufficient. German legal wording in German is very specific and must be prepared by a lawyer or expert to be legally certain. If you have it prepared by ARROWS attorneys, the AGB will be drafted specifically for the German market.

2. What are the most common mistakes e-shops make?

Most often we see: (1) Incorrect placement of the AGB—only in the footer, not in the checkout process. (2) Vague wording—e.g., “we are liable for defects” without a specific explanation, which breaches the transparency principle. (3) A ban on set-off of claims—which is automatically invalid. (4) Shortening the limitation period without an exception for intentional breach or gross negligence. (5) Missing Widerrufsbutton (from June 2026). ARROWS attorneys regularly identify and fix these issues.

3. Do the AGB have to be signed by both parties?

No, physical signatures are typically not used in e-commerce. For consumers, a click on the “Order with obligation to pay” button or ticking the “I agree to the AGB” checkbox is sufficient. In B2B, a signature requirement may apply, but in practice this is often handled by email confirmation or clicking a confirmation.

4. If I have an individually negotiated contract with a German partner with its own wording, what happens to the AGB?

Individually negotiated terms always take precedence over the AGB. So if both parties have agreed specific terms in a letter or email, those terms will “override” any AGB provisions that conflict with them. This is exactly why it is sometimes recommended to keep AGB and individual contracts separate—so it is clear what is what.

5. What are the deadlines for implementing the Widerrufsbutton?

The deadline is 19 June 2026. This means you must have the Widerrufsbutton live and functional no later than that date. If you have technical difficulties, you should start preparations as early as possible—ARROWS experts can help you with the legal setup and recommend a suitable technical solution.

6. What are the costs of preparing German AGB at ARROWS?

Prices vary depending on scope and complexity. Basic AGB for an e-shop are usually in the hundreds of EUR. For more complex cases (multiple product categories, B2B elements, specific requirements, multilingual versions), it can be in the thousands of EUR. The best approach is to contact ARROWS at office@arws.cz to receive a specific quote.

Table of typical risks and how ARROWS addresses them

Possible issues

How ARROWS helps (office@arws.cz)

Unclearly worded clauses (breach of the Transparenzgebot) – Clauses such as “The seller is not liable for defects of type X” without a specific definition lead to invalidity and to legal action by consumer protection associations. The court then applies the interpretation most unfavorable to the drafter.

ARROWS attorneys review each clause for maximum clarity. They assess it from the perspective of an average reader and ensure that German courts accept the clause as understandable and enforceable.

Surprising clauses (Section 305c(1) BGB) – A clause that the reader cannot reasonably expect is automatically not incorporated into the contract. For example, drastic restrictions on refunds, hidden fees, or unexpected limitations of rights.

ARROWS law firm in Prague structures the AGB so that any unusual or potentially problematic terms are clearly visible and expressly confirmed by the customer during the checkout process.

Breach of the prohibition on set-off (Section 309 no. 3 BGB) – A clause stating “Set-off of mutual claims is not permitted” is automatically invalid regardless of its content. The customer can then set off claims whether you want it or not.

ARROWS will remove or correctly reword such clauses, or provide legal advice on how rights can be legitimately protected without breaching the absolute prohibition.

Shortening the limitation period without an exception for intentional breach or gross negligence – If you shorten the limitation period to 6 months without explicitly excluding claims for Vorsatz or grobe Fahrlässigkeit, the entire clause is invalid under a decision of the OLG München. The statutory period of 2 years then applies.

ARROWS attorneys correctly draft the shortened limitation period with an explicit and clear carve-out for intentional breach and gross negligence so that it meets legal requirements under the latest case law.

Excessively long payment terms without justification – Setting 60 days without a specific commercial reason is problematic under Section 271a(1) BGB and may lead to a fine. Anything above 60 days is a significant issue.

ARROWS will analyze what is standard in your industry and set a payment term that is economically acceptable for you while also being legally safe and fair to business partners.

Final summary

German law sets strict and detailed requirements for AGB that differ significantly from Czech practice. It is not just about “writing something into a document”; it is a legally binding framework that you must understand precisely and that is constantly evolving.

Incorrectly set AGB may lead to:

  • Invalidity of individual clauses or the entire AGB.
  • Legal action by consumer protection associations (Verbraucherzentralen) or competitors.
  • Fines in the tens of thousands of euros for each individual breach.
  • Loss of negotiating leverage in court disputes.
  • Damage to reputation and customer trust.

For a Czech company that wants to do business on the German market or operates a German-language e-shop, a safer approach than improvising is to have the AGB prepared or reviewed by an experienced lawyer with deep knowledge of German law and the latest case law.

The attorneys at ARROWS law firm in Prague have many years of experience in international trade, German law, and cross-border matters. They can prepare AGB for you that will be:

  • 100% compliant with Sections 305 et seq. BGB.
  • Reflect the latest case law (including the 2024 OLG München decision and the new rules for 2026).
  • Tailored to your specific type of business (e-shop, services, B2C, B2B).
  • Clear and legally safe for you and your customers.

If you do not want to risk mistakes, damages, or fines, contact ARROWS, a Prague-based law firm, at office@arws.cz. Your AGB for the German market will be in safe hands with experts who understand both the law and practical business realities.

Notice: The information contained in this article is of a general informational nature only and is intended to provide basic guidance on the topic based on the legal status as of 2026. Although we take the utmost care to ensure accuracy, legal regulations and their interpretation evolve over time. We are ARROWS, a Prague-based law firm, an entity registered with the Czech Bar Association (our supervisory authority), and for maximum client protection we maintain professional liability insurance with a limit of CZK 400,000,000. To verify the current wording of the regulations and their application to your specific situation, it is necessary to contact ARROWS directly (office@arws.cz). We accept no liability for any damages arising from the independent use of the information in this article without prior individual legal consultation.

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