Brief overview
German companies operating in Poland or entering into contracts with Polish partners will face significant contractual risks in 2025, exacerbated by differences between the German Civil Code (BGB) and the Polish Civil Code (kc). Among the seven most significant risks are: first, due diligence obligations in supply chains under the German Supply Chain Due Diligence Act (LkSG), which affects Polish suppliers; second, the calculation of default interest under Article 481 kc, which may be higher than under German law; third, warranty obligations under the Polish Rękojmia (Articles 556-576 kc), which are modifiable in B2B contracts; and fourth, contractual liability under Article 471 kc, which includes fault-based liability with a reversal of the burden of proof. Fifth, tax implications such as PCC, CIT, Polish value added tax (VAT), and environmental obligations such as BDO/ROP in cross-border contracts; sixth, currency risks for payments in Polish złoty (PLN); and seventh, the application of the UN Convention on Contracts for the International Sale of Goods (CISG), which takes precedence and entails risks due to differing provisions. These risks can lead to fines, claims for damages, and back taxes, particularly for SMEs and corporations. Careful contract drafting, taking both legal systems into account, is essential to minimize liability and ensure compliance. This description reflects the legal situation as of November 19, 2025, under Polish and German law.
German companies that conclude contracts with Polish suppliers or plan to do business in Poland in 2025 often underestimate the specific features of Polish contract law (Polish Contract Law, Kodeks cywilny) compared to the German Civil Code (BGB). For fundamental questions regarding contract conclusion, we refer you to the article " More Security When Concluding Contracts in Poland ".
The application of the UN Convention on Contracts for the International Sale of Goods (CISG) as a fundamental risk in cross-border contracts with Poland
The UN Convention on Contracts for the International Sale of Goods (CISG), which has been ratified in both Germany and Poland, automatically applies to sales contracts between companies domiciled in different contracting states, provided the contract concerns the supply of goods and no exclusion clause has been agreed upon. According to Article 1 CISG, it applies to contracts where the parties are domiciled in contracting states, which is the case for German-Polish business transactions. Particularly in contracts with Polish suppliers or customers, the CISG often becomes automatically applicable without German companies actively taking advantage of this. Unlike the German Civil Code (BGB) or the Polish Consumer Protection Act (kc), the CISG relies on uniform rules for the international sale of goods. This entails risks because, although the Convention provides for a claim for interest in Article 78, it does not specify concrete interest rates or typical limitations of liability in detail; this leaves considerable room for interpretation. For this very reason, careful contract drafting and clear safeguards are crucial when concluding contracts in Poland. In Poland, the CISG, as an international treaty, applies directly pursuant to Article 91 of the Polish Constitution and takes precedence over ordinary statutory law. In Germany, the German Civil Code (BGB) is subsidiary. The CISG is considered part of domestic law; the BGB applies where the Convention does not contain its own provisions or where it is contractually waived. A lack of knowledge can lead to disputes regarding liability for defects, as Article 35 CISG governs the conformity of goods with the contract without adopting the Polish Rękojmia provisions.
Practical examples and important information on risk reduction
In a hypothetical case from the mechanical engineering sector, a German medium-sized company engaged a Polish supplier for components. Without a CISG exclusion clause, the Convention applied, and in the event of a delivery delay, a court in Poland could demand damages under Article 74 CISG , potentially resulting in substantial payments. The manner in which damages were settled could also trigger Polish VAT adjustments. Had the contract excluded the CISG and chosen German law, liability would have been limited under Section 280 of the German Civil Code (BGB) . Another hypothetical scenario concerns the automotive sector: A German manufacturer imported parts from Poland; in the event of defects, it was liable under Article 39 CISG only if the defect was reported in a timely manner, which could lead to a reduction in claims. What happens if the contract contains no choice-of-law clause? Then CISG applies automatically, and tax consequences such as Polish corporate income tax (CIT) on profits in Poland (standard rate 19 percent, possibly 9 percent for small taxpayers) may also apply if the company's activity in Poland qualifies as a permanent establishment within the meaning of the relevant double taxation agreement.
For the practical enforcement of payment claims, I refer to my article “ Enforcement of monetary claims in Poland: Legal framework for German entrepreneurs and companies ” as well as to the guide “ Registration of claims in Polish insolvency proceedings ”.
German companies should always include an explicit choice-of-law clause, which generally favors German law (German Civil Code), and agree on jurisdiction clauses to ensure that disputes can be heard in German courts. Regular audits of contracts for CISG compliance are advisable, especially for supply chains with Polish elements.
Risks arising from due diligence obligations in supply chains under the German Supply Chain Act (LkSG) for companies in Poland
The German Supply Chain Due Diligence Act (LkSG), in force since January 1, 2023, obligates German companies with more than 1,000 employees to implement comprehensive due diligence in their global supply chains, including those of Polish suppliers, starting in 2024. According to Section 3 of the LkSG, risks to human rights and the environment must be identified, proactively addressed, and reported. This has relevant implications for business in Poland, as Polish companies are directly affected as suppliers. While there is no comparable regulation in Polish law, the LkSG's supply chain implications mean that German companies are also subject to regulatory risks (BAFA audits, fines, potential exclusion from tendering procedures) for violations by their Polish suppliers, such as labor law infringements under the Polish Code of Labour (Kodeks pracy). The Corporate Sustainability Due Diligence Directive (CSDDD, Directive (EU) 2024/1760) was adopted in June 2024 and entered into force on July 25, 2024. According to the so-called "stop-the-clock" directive, Member States must now transpose the CSDDD into national law by July 26, 2027; the substantive obligations will apply in stages, starting on July 26, 2028, and July 26, 2029, respectively, for different company sizes. Violations of the CSDDD primarily result in public-law sanctions, such as fines of up to €8 million or up to 2 percent of global annual turnover, as well as possible exclusion from public contracts, and do not create a new, separate civil-law liability. Civil claims continue to be based on general tort and contract law.
For a more in-depth overview of environmental and waste law compliance obligations in Poland, please see the article “ BDO Poland 2026: Obligations, Fees, Reporting and ROP (EPR) ”.
Industry-specific case studies and strategies for avoidance
A German textile company with Polish sewing factories neglected LkSG (Landesgenossenschaftliche Sozialsteuer – State Cooperative Social Security) audits; when forced labor was discovered by the Federal Office for Economic Affairs and Export Control (BAFA), public-law sanctions resulted, supplemented by tax adjustments to Polish corporate income tax (CIT), for example, in connection with previously incorrectly recorded or undeclared income (standard tax rate 19 percent). In a "what-if" scenario: Had the risk analysis been carried out in a timely manner, the company would have adjusted supplier contracts and minimized liability. Another example from the electronics industry: A corporation imported components from Poland; environmental violations led to claims for damages based on general law, including VAT on repair costs (standard tax rate 23 percent in Poland).
Companies should conduct supplier audits and include clauses regarding compliance with Polish labor laws (LKSG) in their contracts. If uncertainties arise, consulting with Polish lawyers is recommended to ensure compliance with local labor laws.
Default interest under Polish law (Art. 481 kc) – risk for German companies in contracts with Polish suppliers
, Article 481 § 1 of the Polish Civil Code (kc) governs default interest, which accrues automatically in the event of late payment and can be higher than the German default interest rate under § 288 of the German Civil Code (BGB). The statutory default interest rate according to Article 481 § 2 kc corresponds to the reference interest rate of the National Bank of Poland plus 5.5 percentage points (as of November 2025, approximately 9.75 percent per annum – formula: NBP reference interest rate + 5.5 percentage points). The maximum permissible default interest may not exceed twice this rate (so-called 'odsetki maksymalne za opóźnienie'). This regulation applies to all contractual claims, regardless of fault, and can be applicable in cross-border contracts if Polish law is chosen. German law provides similar liability provisions, but without an automatic maximum limit, which leads to discrepancies. A lack of agreement on interest calculation can lead to legal disputes, as courts in Poland strictly adhere to Article 481 of the Polish Civil Code.
Scenarios and preventive measures
A German construction company delayed payments to a Polish subcontractor by six months; interest accrued under Article 481 of the Polish Civil Code, which could lead to significant additional costs. Had the contract specified German law, interest would have been lower according to Section 288 of the German Civil Code (BGB). In an alternative scenario: Timely payment would have avoided interest charges, but default interest would generally be subject to corporate income tax in the creditor's country of tax residence (e.g., in Poland, at a standard rate of 19 percent). Another example from the trade sector: Delays in deliveries resulted in interest and VAT adjustments – the subsequent enforcement of monetary claims in Poland follows the rules of enforcement and European enforcement law.
Regarding the issue of the statute of limitations for interest and payment claims, I refer to my article " Statute of Limitations for Claims in Poland ".
German companies should agree on fixed payment terms and interest rate caps to avoid Polish rates. Regular monitoring of payment flows is essential.
Warranty under Polish law (Rękojmia) – differences to the German Civil Code (BGB) for German companies
Polish Rękojmia, according to Articles 556-576 of the Polish Civil Code, obliges the seller to be liable for defects present at the time of delivery, generally for two years from the date of delivery – similar to the regular two-year limitation period under Section 438 Paragraph 1 No. 3 of the German Civil Code .
I explain the special features of liability for defects in residential tenancy agreements in detail in the article " Polish tenancy law for residential properties: An analysis for companies and the self-employed ".
In business-to-business (B2B) transactions, the right of recourse (rękojmia) can be largely limited or even excluded by contract Article 558 § 1 of the Polish Civil Code (kc) § 437 of the German Civil Code (BGB), the right of recourse also covers hidden defects, and the buyer has rights to repair, price reduction, or rescission of the contract. In international contexts, the CISG (Article 35) may apply subsidiarily, but Polish courts prioritize kc in domestic transactions.
Case studies from practice and "what-if" analyses
A German machine manufacturer delivered defective equipment to Poland; under Article 560 of the Polish Civil Code (kc) , the buyer demanded a refund plus damages, including VAT (standard rate 23 percent). Under the Polish Civil Code (BGB), liability could have been limited. What happens if defects are only discovered after a year? In Poland, the seller remains liable; depending on the structure, damages payments can also have income tax implications (e.g., corporate income tax for the recipient). An industry example from the food sector: Defective deliveries led to claims under the Polish tax code (rękojmia).
Companies should review warranty clauses and strengthen quality controls to mitigate risks.
Contractual liability under Polish law (Art. 471 kc) and comparison with German law
Article 471 of the Polish Civil Code (kc) establishes contractual liability based on a fault-based model with a reversal of the burden of proof: The debtor is liable for non-performance or defective performance unless they prove that the breach of duty was due to circumstances beyond their control. This liability extends to all contractual obligations and can lead to extensive claims for damages, particularly in cases of faulty documentation of shareholder structures (e.g., the shareholders' register of a Polish sp. z o.o. ). In cross-border cases, German courts recognize the application of Polish law, which makes German companies liable for their Polish partners. In practice, German companies often perceive the application of Article 471 kc as stricter because fault is presumed and the debtor must actively exonerate themselves; under German law, the creditor generally bears the burden of proof for the debtor's fault (§ 280 BGB).
Practical examples and tips
A German logistics company caused delays in Poland; according to Article 471 of the Polish Civil Code, it was liable for the resulting damages, including lost profits. Under German law, fault would have had to be proven. What happens if a force majeure event occurs? In Poland, this can limit liability, but it does not completely exclude it in every case – the contractual force majeure clauses and proof of the specific circumstances are crucial. Another scenario from the IT sector: software errors led to claims.
Agree on liability limits and carefully document obligations to fulfill.
How contractual liability risks are reflected in the responsibility of the management bodies is shown in the article “ Challenging decisions of the management and supervisory board of a Polish company ”.
Tax risks in contracts with Polish partners (PCC, CIT, VAT) for German companies in Poland
In Poland, cross-border contracts are subject to the Polish Business Transaction Tax (Podatek od czynności cywilnopravnych, PCC) according to Article 1 of the Polish Business Transaction Tax Act (Ustawa o podatku od czynności cywilnopravnych), with rates ranging from 0.5 to 2 percent on the contract value for specifically listed legal transactions such as the sale of goods or rights, and loans if concluded in Poland. This tax is subject to numerous exemptions and is also considered in relation to VAT. Polish Income Tax (CIT, standard rate 19 percent, possibly 9 percent for small taxpayers) applies to profits, and Polish Value Added Tax (VAT) applies at a standard rate of 23 percent, with reduced rates of 8 and 5 percent for supplies. German law does not have a comparable business transaction tax to the Polish PCC. Without proper tax structuring, this can lead to additional tax burdens in Poland, effectively creating a double taxation effect. Double taxation agreements mitigate this, but non-compliance may result in back taxes. If the Polish contractual partner becomes insolvent, the risk is further increased by the filing of claims in Polish insolvency proceedings .
For practical questions regarding electronic invoicing and the implementation of Polish VAT obligations, we refer to our article “ The National e-Invoicing System (KSeF) from 01.02.2026 ”.
For German companies in Poland, the combination of PCC, CIT and Polish VAT can quickly lead to a de facto double burden in the case of unclearly structured contracts with Polish business partners.
Anonymized cases and alternative scenarios
A German company concluded a sales contract in Poland; PCC was levied on the contract value, plus CIT on the profit generated in Poland, provided that a permanent establishment existed there within the meaning of the double taxation agreement. If, however, the contract is concluded entirely remotely and without any domestic connection, PCC may not apply. A construction contract resulted in VAT back payments.
Check your tax domicile and use double taxation agreement (DTA) clauses.
Currency risks and payment security in Polish-German contracts
Payments in Polish złoty (PLN) carry exchange rate risks, regulated by Polish foreign exchange law and EU regulations. Article 358 of the Polish Civil Code (kc) permits conversion, but volatility can cause losses. According to Article 358 § 1 kc, a monetary claim expressed in a foreign currency may, in principle, be settled domestically in PLN, unless a law, court ruling, or contract strictly mandates payment in the foreign currency. Section 244 of the German Civil Code (BGB) provides a similar legal basis.
Examples and risk management
An exporter suffered from a devaluation of the złoty and had to absorb significant exchange rate losses as well as additional VAT adjustments. If, however, the price is agreed upon in euros, the exchange rate risk for the company decreases considerably.
Debt Collection in Poland – What Creditors Should Pay Attention To " explains
in detail how exchange rate and payment risks affect enforcement practice The use of hedging instruments is expressly recommended in such situations.
Frequently Asked Questions (FAQ) on Contract Risks in Poland 2025
1. What impact does the LkSG have on German companies with Polish suppliers?
The Polish Tax Code (LkSG) mandates due diligence in Poland. Violations can lead to public sanctions by the Federal Office for Economic Affairs and Export Control (BAFA) (fines of up to €8 million or up to 2% of global annual turnover, as well as exclusion from public procurement procedures). Polish partners must cooperate; otherwise, the partnership is effectively terminated. Compliance reports are due annually.
2. How are default interest payments calculated under Polish law?
According to Article 481 of the Polish Civil Code, default interest accrues automatically, calculated as the reference interest rate of the Polish National Bank plus 5.5 percentage points (currently approximately 9.75% per annum). It begins accruing on the day of default. In practice, it is typically higher than the rates stipulated in Section 288 of the Polish Civil Code. Contractually agreed interest rates are permissible, but may not exceed the legally permissible maximum interest rates ("odsetki maksymalne za opóźnienie").
3. Does warranty law differ from German law?
Yes, the warranty period (Articles 556–576 of the Dutch Civil Code) generally lasts for two years from delivery. Under German law, warranty rights are governed by Section 437 of the German Civil Code (BGB); in B2B transactions, they can be extensively modified by contract, subject to the limits of the law on standard business terms and Section 444 of the German Civil Code (no exclusion in cases of fraudulent concealment). In both systems, defects typically lead to repair, price reduction, or rescission of the contract. For international sales contracts, the CISG may apply subsidiarily.
4. What liability exists for breaches of contract under Polish law?
Article 471 of the Polish Civil Code establishes liability based on fault with a reversal of the burden of proof. Damages include lost profits. Under the German Civil Code (Section 280), fault is required. German courts recognize Polish regulations.
5. Do German companies have to pay PCC tax on contracts in Poland?
For contracts with specific details, yes, up to 2 percent (Article 1 of the Polish Consumer Credit Act). Distance contracts are often exempt. A double taxation agreement (DTA) avoids double taxation. Back payments are possible for non-compliance.
6. How does the application of the CISG affect German-Polish contracts?
The CISG applies automatically (Art. 1) if German and Polish companies conclude a sales contract and the Convention has not been excluded. It governs, in particular, issues of defects in Art. 35 et seq. CISG. Exclusion clauses are advisable if the parties wish to apply either German or Polish sales law instead. Polish courts apply the CISG as a matter of priority in cross-border sales contracts unless a valid choice of law stipulates otherwise.
7. What tax risks does VAT pose in supply chains in Poland?
In Poland, deliveries are generally subject to value added tax (VAT) at a standard rate of 23 percent. Depending on the circumstances, a reverse charge procedure may be possible; failure to comply with the regulations can result in penalties, and corporate income tax (CIT) is also levied on profits.
8. Can currency risks be minimized in contracts?
Payment in euros or hedging. Article 358 kc permits conversion. Volatility can cause losses. Agree on fixed rates.
9. What to do in case of defects under Polish Rękojmia?
Complaint within the prescribed time limit (Art. 563 kc). Rights: repair, price reduction. Time limit: two years. German companies should consider the choice of law.
10. Are there differences in product liability in Poland?
Article 4491 kc makes producers liable for defective products on a strict liability basis, similar to the strict liability for product defects under Section 1 of the German Product Liability Act (ProdHaftG). In cross-border situations, the relevant EU directives on product safety also apply. The recoverable damages are generally comprehensive (personal injury and property damage within the limits set by law).
11. How will EU law affect supply chain risks in 2025?
The CSDDD introduces harmonized civil liability rules and obliges member states to provide for effective, dissuasive, and proportionate sanctions, including high fines (up to a significant percentage of global annual turnover). Polish implementation is still pending but, according to current legislation, must be completed by July 26, 2027. German companies with Polish supply chains should already be aligning their contractual and compliance structures to cover both the Polish Consumer Protection Act (LkSG) and future CSDDD requirements.
12. Which jurisdictions can be chosen for contracts in Poland?
Preferably German, to avoid Polish processes. EU Regulation 1215/2012 permits agreements. Otherwise, Polish for domestic matters.
conclusion
In summary, doing business in Poland in 2025 poses significant supply chain risks for German companies due to obligations under the Polish Consumer Protection Act (LkSG), default interest under Article 481 of the Polish Consumer Protection Act (kc), warranties under the Polish Consumer Protection Act (Rękojmia, 556-576 kc), and liability under Article 471 kc, supplemented by tax burdens such as Polish Commercial Code (PCC), Polish Customs Insolvency Act (CIT), and VAT, as well as CISG applications. A differentiated choice of law, compliance measures, and risk analyses are essential to avoid fines, damages claims, and back payments. Management boards should seek professional advice to ensure long-term stability.
Should you have any questions regarding the contractual risks for German companies in contracts with Polish partners (supply chains, default interest, warranty, liability), you can contact us by email at kontakt@kancelaria-pozniak.pl or by phone at +48 665 246 969 .