Application of GTC to international Contracts

GTC in a foreign language only apply if referred to in negotiations and contract language.
Companies wishing to apply their General Terms and Conditions (GTC) to cross-border contracts are well advised to provide the GTC in the language they use in negotiations and contracts and to attach them when concluding a contract.
If companies want to spare themselves the effort of translating their GTC into the multiple languages of their customers and, instead, only provide GTC in German – this is generally possible. But in that case they must at least make it clear in negotiations or the contract (or both) that their GTC apply. If the contract partner then declares their acceptance of the contractual offer without reservations as to the GTC, then the GTC become part of the contract – even if the contract partner does not itself understand the GTC in a foreign language.
Recently, the Austrian OGH again confirmed this understanding in a case that was subject to the CISG and where an Austrian company had referred to its own GTC. However, the contract partner from Bulgaria had exclusively communicated with the Bulgarian representative of the Austrian company and solely in the Bulgarian language. Only the contract formalities had involved the Austrian mother company and the German language. In the circumstances, the court found that the GTC of the Austrian company had not effectively been referred to in the contract because there had been no clear reference to the GTC in the language of negotiation (Bulgarian).
Source: OGH, decision of 11.10.2016, AZ: 10 Ob 26/16w

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