Primer on Austrian Contract Law
The legal framework on the law of contracts is set forth in the Austrian Civil Code and a newly enacted Uniform Commercial Code (UGB). The UGB governs all commercial transactions as of January 1, 2007.
Freedom of contract is the underlying principle of Austrian contract law. The contracting parties are thus free to choose any terms suitable for a transaction, unless a contractual provision or covenant would render the agreement unconscionable or otherwise unlawful. A contract is defined as consenting declarations of an offer and a corresponding acceptance and in general, neither offer nor acceptance requires a specific form under Austrian law. Also oral agreements and, under restricted circumstances, agreements implied through action (tacit agreement) are legally binding and enforceable. Certain exceptions to this freedom of form apply with respect to securities and suretyship agreements, insurance contracts and certain agreements governed by consumer protection laws. These contracts must be made in writing to become effective. The even stricter form of a notarial deed is required to set up corporations and transfer shares held in a limited liability company.
Business transactions are commonly subject to either of the contracting parties’ terms and conditions and Austrian law safeguards that such general terms pass a test of fairness and are not forced upon the other party.
Austria has very liberal currency control regulations, based on the ruling EU-provisions and the Austrian Currency Law ( Devisengesetz (2004). The Austrian National Bank (Österreichische Nationalbank, OeNB) is responsible for currency control in Austria . The principle of Freedom of Movement of Capital applies within the EU and there are no legal restrictions on payments and capital transfers between Austria and the other EU member states.
In respect of currency transactions with countries outside the EU there are, with few exceptions, neither restrictions on payments relating to foreign trade, investment or other transactions nor on capital transfers, payment of dividends, profits or other earnings. Foreign firms have unrestricted access to the Austrian capital market. Some currency transactions do, however, have to be reported to the OeNB, principally for the statistical purposes. Further information is available at:
Otto Wagner Platz 3
- +43 1 40420 0
- +43 1 40420 2399
General Export Clearance Information
The clearance process for purposes of exporting from Austria requires proper documentation (including permits, licenses and related certificates of origin) and strict export compliance. However, as an EU-member state, Austria has adopted the European export regime so that all exports are exempt from customs duties and Austrian turnover tax.
Unless shipped and traded within the EU, export documentation requirements vary, depending on the value of the goods, destination of the shipment and whether the goods are controlled, prohibited or regulated. The Austrian seller must provide the competent customs office with the reporting form, a bill of lading/airway bill, a commercial or a pro-forma invoice, as well as any export permits, certificates or licenses required for controlled, prohibited or regulated goods. All controlled or regulated commodities require an export permit regardless of the value. Specific export permits are for commodities subject to export controls, such as arms and munitions and “dual use”-goods.
Arbitration in Austria
On an international level, dispute resolution through arbitration has the considerable advantage that based on international treaties; Austrian arbitration awards are enforceable in almost any jurisdiction. Austria has signed all important bilateral and multilateral treaties, among those the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.
An arbitration agreement must be drawn up in writing to be valid and legally binding, although an arbitration clause by way of exchanging fax or electronic messages would suffice to meet this statutory requirement. It is highly recommendable to include an arbitration clause in contracts with an international context. Dispute resolution through arbitration allows for comparatively expeditious proceedings and an award on the merits that is also fully recognized and enforced by Austrian federal courts.
The International Court of Arbitration of the Austrian Federal Economic Chamber in Vienna is a renowned arbitration organisation that is increasingly chosen to settle multi-jurisdictional disputes and helped establish Austria ’s reputation as a venue for international arbitration.