Distribution agreements in Poland: exclusivity, termination and compensation

Poland has no statute on distribution agreements: a distribution agreement is an unnamed contract, so what the parties write decides almost everything, within the general limits of the Civil Code and competition law.

Putting it simply: the Polish Civil Code lets you shape the agreement freely, but if the contract is open-ended and silent on notice, either side can end it with effect "promptly after notice". Distributors have no statutory goodwill indemnity; the indemnity in the Code belongs to commercial agents, and courts borrow agency rules for distributors only with care and case by case. So the protection you give, and the protection you get, is in the text you sign: notice periods, exclusivity, targets, non-compete and what happens to stock and brands at the end.

This page is general information as of 8 November 2026, not legal advice. Have the draft reviewed by a lawyer qualified in Poland.

Which law governs the agreement

Competition law sets the outer frame. Regulation (EU) 2022/720 (the vertical block exemption, VBER) exempts exclusive and selective distribution agreements where neither the supplier's nor the buyer's market share exceeds 30% (article 3), unless the agreement contains a hardcore restriction such as fixed or minimum resale prices (article 4(a)) or preventing the distributor from using the internet effectively to sell (article 4(e)). Poland has a parallel national regime for agreements with effects in Poland, applied alongside EU law where trade between Member States is affected: article 6 of the Competition and Consumer Protection Act prohibits restrictive agreements and makes them void in whole or in part, and a Council of Ministers regulation of 22 May 2023 (Dz.U. 2023 poz. 1033) exempts vertical agreements on conditions that follow the VBER, including the 30% threshold (§ 8) and the hardcore list (§ 10). The fine for a breach can reach 10% of the previous year's turnover (article 106(1)).

The Commercial Agents Directive 86/653/EEC covers intermediaries who negotiate or conclude sales on behalf of a principal (article 1(2)), so a distributor that buys and resells in its own name is outside it, and its protection is a matter of national law. In Poland that national law is the general part of the Civil Code. Article 353¹ lets the parties arrange the relationship as they see fit, provided its content or purpose does not contradict the nature of the relationship, the law or the principles of social coexistence (zasady współżycia społecznego). Article 354 requires performance in line with the contract's purpose, those principles and established customs, and article 5 refuses protection to a right used against them. The Warsaw Court of Appeal summarised the position in a judgment of 15 May 2015 (VI ACa 1937/13): the distribution agreement is an unnamed contract with no separate regulation; the general rules on obligations apply, and mandate rules may apply by way of article 750; legal writing allows a "cautious analogy" with agency rules, and their application "nie może być automatyczne" (cannot be automatic).

Choice of law and forum. Rome I lets the parties choose the governing law (article 3). Without a choice, a distribution contract is governed by the law of the distributor's habitual residence (article 4(1)(f)), usually Polish law for a Polish distributor; the same Warsaw judgment, deciding an older contract under the pre-Rome I Polish conflict rules, reached Polish law and noted that Rome I article 4(1)(f) points the same way. Overriding mandatory provisions of the court's own country still apply whatever law is chosen, and those of the country of performance may be given effect (article 9); competition law is the obvious candidate. Brussels I bis lets companies agree which Member State's courts have jurisdiction, and that choice is exclusive unless agreed otherwise (article 25). As of 8 November 2026 we found no Polish rule reserving distribution on Polish territory to Polish law or courts.

Exclusivity and territory

Under article 550 of the Civil Code, where a buyer is promised that the seller will not supply goods of that kind to others, or that it will be the only reseller in a defined area, the seller may not make sales that breach that exclusivity, directly or indirectly. In a distribution agreement the scope of exclusivity is whatever the parties define, and the Warsaw Court of Appeal held in VI ACa 1937/13 that a distributor's duty not to sell competing goods cannot be implied from the agents' loyalty duty in article 760; it has to be in the contract.

Competition law limits what exclusivity may include. Under VBER article 4(b) and § 10 point 2 of the Polish regulation, you may stop an exclusive distributor and its direct customers from actively selling into territories or customer groups reserved to you or allocated to up to five other exclusive distributors, but you may not stop passive sales (unsolicited orders) from outside its territory, and you may not stop effective online selling.

Term, termination and notice

Fixed term. A fixed-term agreement ends on its expiry date; article 365¹ covers open-ended obligations only. Write the grounds for early termination for cause (for example, unpaid invoices, missed targets, breach of exclusivity) and a cure period.

Indefinite term. Under article 365¹ of the Civil Code an open-ended continuing obligation expires on notice by either party "z zachowaniem terminów umownych, ustawowych lub zwyczajowych, a w razie braku takich terminów niezwłocznie po wypowiedzeniu": with the contractual, statutory or customary notice period, and where there is none, promptly after notice. No statute sets a notice period for distribution, so the contractual period is the protection. If the agreement is treated as a services contract under article 750, the mandate rule in article 746 § 3 would also apply: the right to terminate for important reasons cannot be waived in advance. A distributor may argue that an abrupt termination after heavy investment made at your request breaches the principles of social coexistence (articles 5 and 354); as of 8 November 2026 we could not confirm a settled Supreme Court line on what notice is reasonable for a distributor.

A benchmark worth knowing is the agency rule in article 764¹: one month in the first year, two months in the second and three months from the third year, ending at the end of a calendar month unless agreed otherwise; the statutory periods cannot be shortened, and an extended period may not be shorter for the principal than for the agent. It binds agents only. Article 764 turns a fixed-term agency contract performed after expiry into an open-ended one; state in your text what happens on expiry.

Form. No form is required: under article 60 consent may be expressed by any conduct. If you agree that changes or notices must be in writing without saying what happens otherwise, article 76 treats the form, in case of doubt, as being for evidence only. Say expressly that notices and amendments need written form, and how they are delivered.

Compensation at the end

The Civil Code's goodwill indemnity is for agents. Under article 764³ an agent may claim a świadczenie wyrównawcze (compensation payment) after the agency contract ends if it brought new customers or significantly increased business with existing ones, the principal still draws substantial benefits from them, and fairness supports it; it is capped at one year's remuneration based on the average of the last five years (§ 2) and must be claimed within a year of the end of the contract (§ 5). Until the contract ends the parties cannot depart from these rules to the agent's detriment (article 764⁵).

There is no equivalent statutory right for a distributor. The Warsaw Court of Appeal's 2015 judgment describes analogy with agency rules as cautious and never automatic, and as of 8 November 2026 we could not find a Supreme Court judgment that grants article 764³ compensation to a distributor buying and reselling in its own name. Two caveats apply. Courts look at what the partner actually does: in a case that reached the Supreme Court (I CSK 211/11, judgment of 27 January 2012), the lower courts had treated a partner with "distributor" status, which arranged contracts for the principal for a commission per contract, as an agent entitled to a compensation payment; the Supreme Court set the appeal judgment aside on both parties' appeals and sent the case back for reconsideration, so the case illustrates how courts classify a partner and is not a rule. If your partner takes orders in your name or earns commission, expect agency rules. And a party that terminates in breach of contract owes damages under article 471.

A distributor's claims at the end are therefore mostly contractual: notice, stock buy-back, unpaid bonuses and any compensation you agree. Contractual penalties are allowed for non-monetary obligations (article 483), but a court may reduce one that is grossly excessive or where the obligation was largely performed (article 484 § 2).

Other clauses the local lawyer will look at

• Non-compete. During the agreement, keep it within five years: a non-compete of indefinite duration or longer than five years falls outside the VBER (article 5(1)(a)) and the Polish regulation (§ 12 point 1). After the agreement, a ban on dealing in competing goods is exempted only within the narrow conditions of VBER article 5(3) and § 12 point 2: limited to the premises used during the agreement, needed to protect know-how, and for at most one year. The agents' rule in article 764⁶ (written form, at most two years, with a payment to the agent unless agreed otherwise) is a reference only.
• Minimum purchases and targets. Numbers per year, and what a miss triggers (loss of exclusivity, the right to terminate).
• Stock at the end. Agree whether you buy back saleable stock, at what price, and for how long the distributor may sell off what remains.
• Trade marks and domains. Register the mark in your name (EU or Polish), license it for the term, and require registrations, domains and marketplace accounts to be transferred back at the end.
• Language. Between two companies, the Polish Language Act requires Polish only where a party is one of the public bodies listed in article 4 (article 7(2)), so the agreement itself can be in English. Product names, offers, warranty terms, invoices and instructions used in consumer trade in Poland must be in Polish (articles 7(1) and 7a), and a public tender is run in Polish; plan who translates. The Poland playbook covers language, payment terms and KSeF e-invoicing.
• Disputes. Choose a forum or arbitration both sides can enforce, and the language of proceedings.

A first-draft checklist

• Decide between a fixed term with renewal rules and an open-ended agreement; write what happens when a fixed term expires and both sides carry on.
• For an open-ended agreement, set a notice period that grows with the length of the relationship and is equal for both sides.
• List the grounds for termination with immediate effect and give a cure period for curable breaches.
• Define exclusivity precisely: territory, customer groups, channels (including tenders) and what you reserve for yourself.
• Restrict only active sales into other exclusive territories; leave passive and online sales free.
• Recommend or cap resale prices in writing; never set a minimum.
• Put any non-compete within five years during the agreement, and within VBER article 5(3) after it.
• Check that the partner buys and resells in its own name; if it takes orders for you on commission, have the agency rules reviewed.
• Agree end-of-contract terms now: stock buy-back, sell-off period, return of marketing material, data and trade mark assets.
• Write the governing law, forum or arbitration clause, and the written-form rule for notices and amendments.

What this means for a manufacturer

Poland gives a manufacturer room: no distribution statute and no automatic indemnity for distributors. The same freedom means a short or missing notice clause cuts both ways, and social coexistence and agency analogies remain arguments a distributor can raise. Write the notice periods, exclusivity and exit terms you are willing to honour, and keep the partner a real buy-and-resell distributor. This is general information, not legal advice: have the draft reviewed by a lawyer qualified in Poland.

Where Cresques fits

Cresques shows the companies that already win public contracts for your category in Poland, with the award notices as evidence, including contracts below the EU thresholds from the BZP on the Growth and Scale plans, and their profiles, so you know who you are negotiating with before the contract stage. It also drafts a first message in Polish for the lawful channel. Start from the Poland market page and the Poland playbook.