Kancelaria Radcy Prawnego Sylwia Szewczyk-Jankowska
Legal basis
- Ustawa z dnia 23 kwietnia 1964 r. – Kodeks cywilny (Civil Code; k.c.; consolidated text: Dz.U. 2026, poz. 795).
art. 65 § 1–2; art. 77²; art. 78 § 1; art. 78¹ § 1–2; art. 118; art. 120 § 1; art. 353¹; art. 355 § 1–2; art. 471; art. 473 § 2; art. 481 § 1–2¹; art. 483 § 1; art. 484 § 1–2; art. 491 § 1.
Define what must be delivered
The description of performance should allow both parties to determine whether the contract has been properly fulfilled. Define the result or duty of care, deadlines, cooperation requirements and acceptance criteria. Where terms appear in an offer, specification or correspondence, identify the documents forming the agreement and establish their priority if they conflict.
Freedom of contract under art. 353¹ k.c. is limited by legislation, the nature of the relationship and principles of social coexistence. A statement that both parties accept everything is therefore insufficient. Interpretation also considers their common intention and contractual purpose, rather than only the literal wording of an isolated sentence.
Check parties, signature and changes
Verify the counterparty’s details and representation rules. The person negotiating may lack authority to sign. A power of attorney should cover the transaction and comply with the required form. For companies, consider any necessary resolutions and special rules for agreements with a management board member.
Documentary form, written form and electronic form using a qualified signature are different concepts. An email may meet documentary form requirements but does not automatically replace written form required for validity. Agree how additional work, price changes and extensions will be authorised. The company’s day-to-day practices should then follow those rules.
Make payment and acceptance workable
Specify price, adjustment mechanisms, advance payments, payment stages and documents needed for payment. Set a period for raising acceptance issues and a procedure for resolving them. Not every comment should necessarily block all payment, but the mechanism must suit the promised performance and the relevant legal regime.
Interest can generally be claimed for late payment. Commercial transactions are subject to additional special rules, so rates and periods should not be copied from consumer contracts without review. Record contact people and service addresses. An invoice does not replace evidence that work was actually performed and made available for acceptance.
Liability and contractual penalties
Art. 471 k.c. provides the general basis for liability for non-performance or improper performance. An agreement may modify liability within lawful limits; excluding liability for intentionally caused loss is invalid. Review liability caps together with exceptions, insurance and the actual consequences of a breach.
A contractual penalty secures a non-monetary obligation. It should not be used simply to penalise failure to pay an invoice. Define the triggering event, calculation, any cap and whether damages exceeding the penalty may be claimed. Absence of loss does not automatically remove the payment obligation. A grossly excessive penalty or substantial performance may support a request for reduction.
Exit arrangements and deadlines
Distinguish notice of termination, withdrawal and termination by agreement. They can have different consequences, including different treatment of work already performed. For delay attributable to a party under a reciprocal contract, art. 491 § 1 k.c. generally provides for an additional reasonable performance period with a warning of withdrawal. Special legislation and the agreed terms may affect the analysis.
Business-related claims are generally subject to a three-year limitation period, but special provisions may set a shorter one. Check commencement and expiry under art. 120 and art. 118 k.c. A deadline for exercising a contractual right of withdrawal may be preclusive. Do not treat it as limitation or assume that a payment demand stops time running.
A practical review before signing
Read the agreement together with every attachment. Work through hypothetical delay, partial performance and an early exit. Check who must make each decision, what evidence is required and who pays. Keep the signed version, powers of attorney, agreed variations and acceptance records in one accessible place.
A legal adviser (attorney-at-law) can help with high-value contracts, unusual liability, intellectual property, cross-border transactions or a significant negotiating imbalance. The review should reflect business operations. A standard online template cannot decide whether a particular risk is commercially acceptable or whether a proposed protection will be effective in the circumstances. Documenting these choices also helps the people who later manage performance.
Supreme Court of Poland case law
Resolution of seven judges of the Supreme Court of Poland of 6 November 2003, III CZP 61/03 (legal principle).
Proving that the creditor suffered no loss does not by itself release the debtor from a valid contractual penalty. Reduction may still be sought where the conditions in art. 484 § 2 k.c. are met.
Case law source (Supreme Court, PDF)This article is for information only. It is not legal advice or an offer. An individual matter requires a review of its facts, documents and applicable provisions.