A force majeure clause sets out which events excuse a party from performing a contract on time, and what happens while they last. Slovak commercial law has no statutory force majeure. The Commercial Code speaks of circumstances excluding liability in section 374, and they shield a party only from damages, only for as long as the obstacle lasts. Contractual penalties, rent and the right to leave the contract depend on what the parties write.
What Slovak law says instead of force majeure
Neither the Commercial Code, Act 513/1991 in the text in force since 17 August 2026, nor the Civil Code uses the words vyššia moc. The concept the Commercial Code works with is a circumstance excluding liability. Section 373 makes a party that breaches an obligation pay the damage it causes, unless it proves that such a circumstance caused the breach.
Section 374(1) defines the circumstance with four conditions. The obstacle arose independently of the obliged party’s will. It prevents performance. The party could not reasonably have averted or overcome it or its consequences. And the party could not reasonably have foreseen it when the obligation arose. All four must hold at once.
Two exclusions follow in section 374(2). An obstacle that arose only after the party was already in delay does not count, and neither does one that stems from its own economic circumstances. A cash shortage or a lost customer is the party’s own problem and excuses nothing. Section 374(3) then limits the effect in time: the excuse lasts only as long as the obstacle. When the obstacle ends, the obligation is still there and has to be performed.
What section 374 does not excuse
The section speaks only to damages, and the Code narrows it further. Section 300 states that circumstances excluding liability have no effect on the duty to pay a contractual penalty. A developer who misses a handover date because of a flood may owe the tenant no damages and still owe the agreed penalty, unless the contract switches the penalty off. Section 263(1) allows exactly that, because section 300 is not among the provisions the parties must keep. The same list does protect section 365 on delay, section 369 on default interest and section 386(1), under which a claim for damages cannot be waived before the breach occurs.
Third parties are a second trap. Under section 375, a party whose subcontractor caused the breach escapes liability only if both of them would be excused under section 374, judged as if the subcontractor had contracted directly with the other side. And section 377 requires a party that knows it will not perform to tell the other side without undue delay what the obstacle is and what it means. Whoever stays silent pays the damage that the silence causes.
When the obligation itself ends: impossibility and frustration
An obligation that can no longer be performed at all falls away under section 575(1) of the Civil Code. Section 575(2) sets the bar high: performance is not impossible if it can still be done under harder conditions, at greater cost or later than agreed. The Commercial Code adds in section 352(2) that performance also becomes impossible when a law passed after the contract, and not limited in time, forbids it, or when it needs an official permit that was not granted although the debtor applied properly. A debtor whose obligation ends this way still pays damages under section 353, unless circumstances excluding liability caused the impossibility.
Frustration of purpose is narrower still. Section 356 lets a party withdraw if the basic purpose of the contract, stated expressly in it, is frustrated by a fundamental change of the circumstances under which it was made. Changes in a party’s finances or in the economic or market situation do not count, and under section 357 the party that withdraws compensates the other for the damage the withdrawal causes. A contract that never states its purpose gives this route nothing to work with.
What a force majeure clause should settle in a warehouse lease
Rent is a money obligation, and an obstacle seldom makes paying it impossible. Relief comes from the lease rules instead. Act 116/1990 on non-residential premises makes the landlord keep the premises fit for the agreed use under section 5(1), unless the parties agreed otherwise. Section 8 grants a proportionate rent reduction only where the restriction comes from the landlord’s failure to meet its duties. Under section 9(3)(b) a tenant may end a fixed-term lease early if the premises become unfit for the agreed use through no fault of its own, on the three months’ notice of section 12 unless the lease sets another period. The general lease rules of the Civil Code, sections 673 to 675, add that no rent is due while defects the tenant did not cause prevent the agreed use, and that a reasonable reduction applies where use is only restricted. That claim must be raised without undue delay and lapses after six months.
A force majeure clause turns this patchwork into something both sides can plan with. It can list the events the parties accept as excusing, say whether penalties and rent pause, set a short notice period, and fix a long-stop date after which either side may end the lease instead of waiting. ŽSR’s own siding contracts show both styles: those of 2012 and 2013 listed government measures, fire, floods, strikes and epidemics, while the ones it signed in September 2026 simply refer to section 374(1).
Is a line closure force majeure for a siding user?
A logistics occupier that ships through its own rail siding meets section 374 at several points. Planned closures of ŽSR lines fail the foreseeability test for any contract signed after they were announced. ŽSR’s network statement for the 2026 timetable says that its investment plans feed into closure plans published on its website, refined into an annual plan and then monthly plans that it consults with the carriers. A shipper that promises delivery dates across a published closure has taken that risk on.
A sudden obstacle is different. A derailment on the main line, a flood or a damaged bridge can meet all four conditions, but only while it lasts, and only if the user was not already late. When the rail carrier it hired fails, section 375 asks whether the carrier would be excused too. A lapsed operating permit is the operator’s own failure, not an obstacle independent of its will. Our post on sidings sets out what keeps a siding connected. ŽSR’s own siding contracts of September 2026 apply the statute directly: while circumstances excluding liability under section 374(1) last, duties and sanctions for late performance pause, unless the obstacle arose during delay or from a party’s economic circumstances.
Frequently Asked Questions
Do the Slovak codes define force majeure?
Not under that name. Neither the Commercial Code nor the Civil Code uses the term vyššia moc. Contracts do, sometimes with a list of events, and without such a clause the definition in section 374 of the Commercial Code applies to commercial relationships.
Does force majeure stop the rent?
Not by itself. Section 374 excuses damages, not payment. Relief for unusable premises comes from the lease rules in Act 116/1990 and the Civil Code, or from the lease itself.
Can a lease widen the list of excusing events?
Largely, yes. Sections 373 to 375 and section 300 are not on the list of mandatory provisions in section 263(1), so the parties can define the events and switch off penalties. They cannot waive a claim for damages in advance, which section 386(1) forbids.
How long can an excusing event last before a party may leave?
The statute sets no limit. Section 374(3) only pauses liability while the obstacle lasts. Without a long-stop date in the contract, a party can leave only through impossibility under section 575 of the Civil Code, frustration of an expressly stated purpose under section 356 of the Commercial Code or, for a tenant, the early termination right in section 9(3)(b) of Act 116/1990.
Planning a lease in one of our parks and want to see how outages and closures are handled? Ask us about the lease terms and we will walk you through the clause.