1.  In respect of existing business-to-business (B2B) agreements that do not contain an explicit price adjustment clause:
    1. a. Is the supplier permitted to unilaterally increase prices (or does it have other rights regarding price increases)? If so, to what extent?
    2. b. Do (extreme) price increases give the customer the right to terminate the agreement? If so, are there any specific rules or regulations to comply with?
  2.  In respect of future B2B agreements:
    1. a. Is it permissible to include an explicit price adjustment clause in the agreement? If so, what price adjustment clauses typically exist in your jurisdiction?
    2. b. What legal issues need to be considered (if any) to ensure that the price adjustment clause is enforceable? Is there any key legislation or case law that parties should be aware of regarding enforceability of price adjustment clauses in your jurisdiction?
    3. c. Are there any other issues that parties should consider when formulating a price adjustment clause (e.g. any sector-specific regulation)?
  3.  Do any additional considerations or rules apply to the inclusion of price adjustment clauses in business-to-consumer (B2C) agreements?

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Czech Republic
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1. In respect of existing business-to-business (B2B) agreements that do not contain an explicit price adjustment clause:

a. Is the supplier permitted to unilaterally increase prices (or does it have other rights regarding price increases)? If so, to what extent?

No. Unless provided otherwise, unilateral changes of contracts are not permitted because any change of agreed conditions requires agreement of both the parties. 

However, when the rights and obligations of the parties become grossly disproportionate by disadvantaging one party, either by a disproportionate increase in the costs of performance or by a disproportionate reduction in the value of the subject of performance (so called substantial change in circumstances), the affected party has the right to request renegotiation of the contract upon proving that they could neither expect nor affect the change and that the change occurred only after the conclusion of the contract, or the party became aware thereof only after the conclusion of the contract. However, this does not affect the obligation to perform. If the contractual parties fail to reach an agreement within a reasonable time, they can submit a lawsuit to the competent court to regulate the contractual provisions. The lawsuit must be submitted within two months after the party became or could have become aware of the substantial change in circumstances. A party cannot invoke substantial change in circumstances if it has assumed the risk of change of circumstances. 

b. Do (extreme) price increases give the customer the right to terminate the agreement? If so, are there any specific rules or regulations to comply with?

No. Unless provided otherwise, unilateral changes of contracts are not permitted because any change of agreed conditions requires agreement of both the parties. Therefore, the supplier cannot unilaterally change the price without an explicit price adjustment clause and a termination right does not arise.

2. In respect of future B2B agreements:

a. Is it permissible to include an explicit price adjustment clause in the agreement? If so, what price adjustment clauses typically exist in your jurisdiction?

Yes. The parties can agree on a mechanism for a change to the contract, including a change to the price. The mechanism must be clear, comprehensible, and fair, otherwise it will be considered as invalid. 

Czech law provides for specific rules on the changes of terms and conditions of long-term contracts for the delivery of products or provision of services. In such cases, the parties may agree that one party will unilaterally change some conditions to a reasonable extent in the future. Czech law provides rules on unilateral changes of terms and conditions. 

For a provision on the unilateral changes to be valid it must provide for: (a) the manner of notification of such changes to the other party, (b) the right of the other party to reject such a change and terminate the contract for this reason, and (c) a sufficient notification period. Further, the provision should also provide for (d) scope of the change in the conditions (i.e., future price changes). If the scope of the change in the conditions is not provided for in the contract, then any subsequent changes in circumstances which the seller must have foreseen when concluding the contract, and changes in the personal or financial circumstances of the seller, will not permit the seller to make a unilateral change to the price charged under the contract. 

c. Are there any other issues that parties should consider when formulating a price adjustment clause (e.g. any sector-specific regulation)?

Certain sector specific regulations (e.g., electronic communications) provide additional or modified conditions on the unilateral changes which, however, usually do not substantially deviate from the conditions described in Questions 2(a) and 2(b) above. 

3. Do any additional considerations or rules apply to the inclusion of price adjustment clauses in business-to-consumer (B2C) agreements?

Yes. Rules on the protection of consumers apply to B2C agreements. Provisions which, contrary to the requirement of fairness, create a significant imbalance of rights or obligations between the parties to the detriment of the consumer, are considered abusive.  

Examples of such abusive provisions are: (a) provisions which allow the seller to unilaterally change the rights and obligations of the parties, and (b) provisions which allow the seller to increase the price without the consumer having the right to withdraw from the contract in the event of a substantial price increase.