Commercial contract law in Poland
VON ZANTHIER & DACHOWSKI
Commercial contract law
We believe that a good contract not only supports the achievement of business objectives and protects interests, but is also drafted transparently so that the parties can navigate it efficiently. Since we often work with companies of foreign, especially German, origin, we know that such a client has different legal concepts than Polish ones and we can usually explain the differences between their home law and Polish law and thus convey our solutions in an understandable way.
Who do we support?
We can help you in particular if you are dealing with the following challenges:
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You are preparing for contract negotiations or are already in such a process. You need help identifying key points in the contract and developing a suitable negotiation strategy
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Your contractual partners are foreign companies and you need support in understanding and applying the relevant laws. You have to deal with cultural differences that can affect communication and the expectations of the parties
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You conclude a large number of contracts of a certain type and are looking for a tried and tested template to protect your interests and speed up the conclusion of the contract
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You want to adapt contracts or other documents drawn up in accordance with foreign law to Polish law. You need support in analysing and adapting these documents to local regulations
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You fear that you will not be able to fulfil all or part of the contract you have concluded and are wondering what you can do in this situation. You are looking for a strategy to minimise the negative legal and financial consequences
How can we help?
We support our clients primarily in the following areas:
Drafting, amending and analysing contracts
We ensure that the contracts we draft and analyse comply with the law and fully reflect the needs and expectations of our clients. Our support includes legal, tax and international aspects.
Contract negotiations
We offer support in negotiations and help our clients to draw up satisfactory contract terms. We prepare and review draft contracts, advise on legal and tax issues and take part in negotiation meetings.
Settlement of contractual disputes
We provide mediation services to resolve contractual disputes. We develop litigation strategies and represent clients in court, arbitration and enforcement proceedings when disputes cannot be resolved amicably.
Risk management and transaction hedging
We help identify, assess and manage contractual risks at every stage of the contract life cycle. We prepare documentation and a hedging strategy and propose solutions such as mortgages, liens, escrow accounts or bank guarantees.
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Why is it worth it?
It's worth making use of our services, because:
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Win-win situation:
We ensure effective relationship management by maintaining good communication with your key contractors. We ensure that your business goals are achieved
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Possible and reasonable:
We approach contracts with a practical attitude and calculate various scenarios. We always look at what is necessary and what is possible in order to write sensible and realistic solutions into the contract
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Risks under control:
We analyse the contracts and identify potential risks as well as legal and tax consequences. We determine their materiality and discuss with you whether they are acceptable
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Your time counts:
We focus on the most important issues during negotiations. We avoid unnecessary disputes so that you can finalise the transaction quickly and efficiently
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A recipe for success:
We standardise contract processes and templates and adapt them to your company.
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Your experts in Poland: commercial contract law
FAQ
When are the General Terms and Conditions of Contract (GTC) binding for contractors?
In order to be binding, the GTC must be delivered to the other party before the contract is concluded. There is a fundamental exception to this rule: if the use of GTCs is customary in relationships of a certain type, the GTCs are binding even if the other party could easily have become aware of their content. This exception does not apply to contracts with consumers.
My contractor has sent me an invoice to which he has attached the General Terms and Conditions (GTC). Are these GTC binding?
To be binding, the GTC must be delivered to the other party before the contract is concluded. There is a fundamental exception to this rule: ifthe use of GTCs is customary in relationships of a certain type, the GTCs are binding even if the other party could easily have become aware of their content. This exception does not apply to contracts with consumers.
Therefore, if the use of the GTC was not customary in this situation, the delivery of the GTC is not effective until the invoicing stage.
The General Terms and Conditions (GTC) form an annex to the contract. The contract contains a number of provisions that contradict the content of the GTC. What happens in such a case?
Insofar as the GTC contradict the contract in such a case, the content of the contract shall take precedence. Otherwise, the GTC shall prevail.
How do I check how a foreign company should be represented when concluding a contract?
In many countries, there are commercial company registers that contain similar information to the Polish court register (KRS). It is therefore worth checking first whether such a register exists in the counterparty's country of origin. If there is no such register or it does not contain sufficient information, the counterparty should be asked to provide a document proving the authorisation of the persons signing the contract.
Including such documents in the contract is a good practice that saves problems afterwards.
I have concluded a contract with a foreign contractor from the European Union. Which law is applicable to this contract?
As a rule, the question of which law is applicable to a contract should be regulated in the contract. If this is not the case, the question is also regulated by European legislation, the so-called Rome I and Rome II Regulations
The contract stipulated a contractual penalty for each day of delay in delivery. My contractual partner is demanding compensation from me that exceeds the amount of the contractual penalty. Is this claim justified?
Under Polish law, the parties can only claim damages in excess of the contractual penalty if the contract provides for this possibility. Therefore, if your contract only states that a contractual penalty is due in the event of a delay in the delivery of goods and does not contain an additional provision that it is permissible to claim damages in excess of the amount of the contractual penalty, it is not possible to claim higher damages if they have arisen as a result of the aforementioned delay.
My contractor has supplied me with a faulty machine that he manufactured. Am I obliged to pay him?
It is clear from the question that this is a contract for work. As a rule, the client must accept the work, even if it has defects, unless they are significant defects. In the case of minor defects, the contractor has the right to demand payment for the work. The client is entitled to rights, e.g. from the warranty or guarantee, insofar as these are provided for.
However, if the defects are significant (e.g. the object of the work is not suitable for the agreed use), the client may refuse to accept the work until the significant defects have been rectified and does not have to pay the remuneration for the work until the defects have been rectified.
The issue of the contract for work and labour and the defectiveness of its performance is complex, and it is often difficult to determine whether a defect is material. The issues involved are frequently the subject of Supreme Court decisions.
My contractor offers me a warranty for the machine delivered to the workshop, but wants to exclude the warranty. Is this an advantage for me?
First of all, it should be noted that warranty and guarantee are two different grounds for liability for defective goods under Polish law. The scope of the warranty is defined by law. The scope of the warranty, including the buyer's rights in the event of a defect in the machine, is set out in the contractual warranty document. Thus, a proposal to grant a guarantee and exclude the warranty may be to the detriment of the buyer of the machine if the guarantee grants lesser rights than those arising from the law in the case of a warranty. This means that the guarantee offered to us by the other party should always be scrutinised carefully.
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