You might be wondering…

• “Does the seller have to hand over documents at the same time as the goods?”

• “What if the documents arrive later – is it defective performance?”

• “Is there a difference between documents necessary for collection and other documents?”

My clients often ask…

• “When selling a machine, do I need to provide manuals and certificates?”

• “What if I pay for goods but don’t receive the transport documents to collect them?”

• “Is the contract fulfilled if the goods are delivered but the documents are missing?”

What the law says in a nutshell

According to § 2094 Czech Civil Code:

• The seller must provide the buyer with documents necessary for taking delivery and for using the goods.

• If document handover is linked to payment of the purchase price, it takes place at the place of payment.

• Transport documents (e.g., bill of lading, CMR, consignment note) must be provided by the seller without undue delay after they are issued.

• Other documents required under the contract are provided upon delivery of the goods.

The biggest risks and common mistakes

• Seller delivers the goods but sends documents days later → the buyer cannot collect the goods from the carrier → risk of delay and penalties.

• Buyer accepts goods without documents and later finds out they cannot be used (e.g., missing safety certificate).

• Vague contractual provisions about what documents must be provided → disputes over defective performance.

Step-by-step: what to do

Seller:

1. Agree in advance which documents you must provide (transport, technical, warranty).

2. Provide them in time and at the agreed place (usually with the goods or without undue delay).

3. Ensure documents meet legal and technical standards.

Buyer:

1. Do not accept goods if essential documents are missing.

2. Treat missing documents as defective performance.

3. Enforce rights from defective performance – request the documents, claim a discount, or withdraw from the contract.

Practical examples

• Import from China: the buyer could not collect goods because the seller failed to send the bill of lading on time → seller’s liability.

• Sale of machinery: missing CE certificate. Buyer successfully claimed it as defective performance since the machine could not be legally operated.

• Consumer bought an appliance without a manual in Czech. → Defective performance too, as the seller must provide instructions in the buyer’s language.

Why you should avoid DIY approaches

Many think documents can simply be sent later. In reality, they form part of contractual performance, and their absence is legally defective performance. A non-professional approach can lead to withdrawal from the contract or court disputes.

Lawyer’s recommendation

✔ Sellers: clearly define in the contract what documents you will provide.
✔ Buyers: never accept goods without the necessary documents – you risk legal and financial problems.
✔ Unsure? Have the contract checked by a lawyer.

Buyer’s checklist:

• Have all documents for collection been provided?

• Do I have transport documents (CMR, consignment note, bill of lading)?

• Was a manual, certificate, or warranty card delivered?

• Are documents in a language I understand?

FAQ

Must documents be provided together with the goods?
Yes, if they are necessary for collection or use. Transport documents must be provided without undue delay after issuance.

What if documents are missing?
It is defective performance. The buyer may demand their delivery or other remedies.

Can a contract be fulfilled without documents?
No. Missing essential documents means the seller’s obligation has not been duly fulfilled.