Commercial contract law

We provide legal support at every stage of a contract, including planning, drafting, negotiation, conclusion, execution and termination. We advise both suppliers and recipients of services or goods in every industry and economic sector.

We properly design and safeguard your commercial interests and relationships at the contract preparation stage, to significantly reduce your commercial risks in the future. This also facilitates good relations you’re your contractual counterparties and minimses the potential for conflict. This enables you to reduce the time and costs devoted to pursuing claims and managing disputes.

How can we help?

Preparing template and tailor-made contracts to sell or distribute goods, both domestically and internationally;
Developing legal frameworks for service sales structures, including franchise systems;
Reviewing and adapting contracts based on foreign law to ensure compliance with Polish law;
Representing clients in contract negotiations and preparing related documentation (e.g. bills of exchange, bank guarantees and other types of contract security).

Selected projects

Providing ongoing advice to BITO, a provider of innovative warehouse solutions, by drafting and negotiating commercial agreements with key contractors and suppliers;
Providing ongoing advice to companies from the Sawex Group, including (1) support in relation to a new distribution agreement with a key contractor, (2) support during the pandemic regarding the performance of commercial contracts and force majeure clauses, as well as in relation to EU and Polish sanctions affecting the performance of international contracts with suppliers from Russia or concerning raw materials from Russia, (3) advising Sawex Chemicals on contract negotiations with counterparties from outside the EU, in particular from Asia, taking into account the cross-border nature of the contractual terms;
Advising the Orlen Group on the carve-out of part of its business, including the drafting of numerous intra-group agreements and coordinating arrangements between the Group’s various business lines and organisational functions;
Advising Adriana, a Polish manufacturer of upholstered furniture, covering three related areas: (1) support during the negotiation of a manufacturing agreement with a key counterparty (a major retail chain) governed by English law; (2) advice on insurance clauses and limitations of liability vis-à-vis the client’s other key counterparties (including retail chains) under English law; (3) drafting Adriana’s standard terms and conditions of purchase;
Advising Javelin Global Commodities, a global commodities trading, logistics, finance and advisory firm, in relation to its operations on the Polish market, including a review of the agency agreement, the drafting of a model framework agreement for the sale of coal, and advice during the negotiation of coal sales agreements and in day-to-day operations;
Advising JSW Plastics Machinery Europe, a manufacturer of industrial machinery, including support in resolving a recurring issue of late payments by Spanish contractors. The scope of work included an assessment of the solutions proposed by the client, based on a comprehensive analysis of Spanish civil and commercial law, the drafting of model contractual clauses, and the amendment of tender documents, all aimed at strengthening the client’s contractual protection and eliminating the risk of further payment delays;
Preparing a template international master franchise agreement for Vox Furniture. Providing ongoing advice to domestic and foreign companies of the VOX Furniture Group on the execution of an agreement for the international sale of goods. Representing Polish and foreign companies of the VOX Furniture Group in litigation related to the international sale of goods;
Advising M-C Dairy on supply agreements for a line of dairy equipment, including on bankruptcy proceedings of a Polish supplier and criminal proceedings regarding harmful actions of the owners of the client’s supplier. We also prepared a supply agreement with an alternative supplier;
Preparing a template supply agreement between Kubota and its Asian suppliers;
Conducting a legal audit of the templates of key commercial agreements and concluded agreements (including supply and distribution agreements) of Lerg Group companies and providing ongoing support in negotiating commercial agreements. Advising Lerg Group companies on EU and Polish sanctions affecting the performance of international contracts with Russian suppliers or concerning raw materials from Russia;
Preparing a draft reciprocal agency agreement for Delve and supporting negotiations with the client’s partner;
Preparing the General Terms and Conditions of Sale for Polish and foreign customers, on behalf of Steinpol Central Services. Advising Steinpol Central Services on EU and Polish sanctions affecting the performance of international contracts with Russian or Belarusian suppliers or concerning raw materials from Russia;
Preparing a template agency agreement for Marba;
Advising Vialto Partners, a Polish subsidiary of a conglomerate focused on the transformation of the global mobility ecosystem, including the review of numerous contracts relating to the organisation of events for compliance with competition law;
Drafting a model commission agreement and a consultancy agreement for Climbex, a company providing industrial clients with comprehensive specialist cleaning services for industrial infrastructure, as well as maintenance and repairs during planned production downtime. Both model agreements have been drawn up with a clear emphasis on compliance with competition law, and are intended for regular use in the client’s day-to-day operations;
Advising Medinco, a distributor of the full range of GE ultrasound equipment on the Polish market, including an assessment of the provisions of the distribution agreement concluded with the manufacturer from a competition law perspective. The analysis focused in particular on the non-compete clause and its potential impact on the company’s business development opportunities, and more broadly on the business restrictions arising from the agreement;

Show moreShow less

Drafting model framework agreements for Adex Cosmetics & Pharma, a company specialising in the contract manufacturing of perfumes, cosmetics and medical devices, comprising two templates: one for the scenario in which the client acts as the contractor, and the other for the scenario in which the client acts as the contracting authority;
Providing ongoing advice to an international energy group, including preparing, reviewing, amending and negotiating commercial agreements and agreements to purchase services or goods, as well as collateral for receivables (bank guarantees, letters of credit, mortgages, promissory notes, parent company guarantees, intercompany sureties);
Advising one of the largest alcohol distributors in Poland and a spirits producer on ensuring the competition law compliance of operations and distribution and sales agreements, plus providing general contractual advice;
Providing legal and tax advice to one of the leading IT companies supplying high-quality computer hardware in connection with a framework agreement to supply products to Polkomtel;
Advising a globally recognised photovoltaic systems brand on the competition law compliance of its current and planned business model;
Preparing a template international sales agreement for a reputable entity in the apparel industry (lingerie);
Reviewing distribution agreements between a domestic distributor of advanced measuring equipment and its suppliers (including those operating globally within international groups);
Adapting foreign distribution agreement templates to Polish law, on behalf of a Scandinavian mobile marketing services provider;
Adapting foreign distribution agreement templates to Polish law, on behalf of a global leader in the software segment;
Adapting a foreign template of general terms and conditions to Polish law, on behalf of an international news agency;
Adapting a foreign template of general terms and conditions of sale, on behalf of a leading international manufacturer of household appliances;
Reviewing and updating the terms and conditions of an online currency exchange platform;
Preparing a distribution agreement on behalf of a Polish plastic packaging manufacturer;
Preparing a template service and logistics support agreement for acquirers in the cashless transaction industry and ATM network operators, on behalf of an international service provider;
Providing comprehensive contract law advice to a leader in the oil and gas industry regarding joint operations agreements, contracts to provide drilling rig installation services, and contracts to provide drilling services using entrusted equipment;
Adapting a foreign template contract to Polish law, on behalf of a supplier of automation solutions for rail vehicles;
Reviewing a draft agreement to distribute recording and transmission equipment used to perform cardiac measurements, including from the perspective of competition law compliance, on behalf of an entity within the medical centres sector;
Reviewing and designing distribution agreements between a national distributor of medical devices and its suppliers (including those operating globally within international groups);
Providing ongoing advice to a leading domestic entity in the concrete, decorative and landscaping products industry, including by preparing, reviewing and negotiating commercial agreements and contracts to purchase services or goods;
Preparing an opinion on the compatibility of the existing and planned distribution structure of a leading manufacturer in the chemicals industry.