KIELTYKA GLADKOWSKI KG LEGAL provides comprehensive services in the field of negotiating and concluding civil law contracts in Poland. We prepare contracts in such a way that they protect the interests of our foreign clients to the greatest extent.
Our team of negotiators works not only on industry contract templates, such as:
– for the IT industry, agreements in copyright and transfer of industrial property rights for TMT, fintech or e-commerce, including as part of trading in financial instruments;
– for the life science industry, like tripartite agreements on clinical trials.
Regardless of industry contracts, KIELTYKA GLADKOWSKI builds its specialization primarily in the field of standard contractual needs, assisting clients in securing contractual positions and interests in a variety of contracts which in Polish jurisdiction have their own detailed regulations that rigidly regulate the rights and obligations of the parties, namely such contracts as:
Sale contract – By a contract of sale, the seller undertakes to transfer ownership of the thing to the buyer and deliver the thing to him, and the buyer undertakes to collect the thing and pay the seller the price.
Exchange contract – By an exchange contract, each party undertakes to transfer ownership of a thing to the other party in exchange for a commitment to transfer ownership of another thing.
Delivery contract – By the delivery contract, the supplier undertakes to produce items marked only as to the species and to deliver them in parts or periodically, and the recipient undertakes to collect these items and to pay the price.
Agricultural procurement contract – By this contract, the agricultural producer undertakes to produce and deliver to the contracting party a specified quantity of agricultural products of a certain type (or the area from which these products are to be harvested), and the contracting party undertakes to collect these products within the agreed period, pay the agreed price and fulfill the specified performance additionally, if the contract or specific provisions provide for the obligation to render such a performance.
Contract for specific work – By a contract for specific work, the order taker undertakes to perform the specified work, and the ordering party undertakes to pay remuneration.
Construction works contract – Under a construction works contract, the contractor undertakes to hand over the facility provided for in the contract, constructed in accordance with the design and the principles of technical knowledge, and the investor undertakes to perform the activities required by the relevant provisions related to the preparation of works, in particular to hand over the site construction and deliver the project, and to collect the facility and pay the agreed remuneration.
Lease contract – By a lease agreement, the lessor undertakes to give the lessee a thing to use for a definite or indefinite period of time, and the lessee undertakes to pay the lessor the agreed rent.
Usufructuary lease contract – By this contract, the lessor undertakes to give the lessee a thing to use and collect benefits for a definite or indefinite period of time, and the lessee undertakes to pay the lessor the agreed rent.
Leasing agreement – By a leasing agreement, the financing party undertakes, within the scope of its business activity, to purchase an item from a designated seller under the conditions specified in this contract and give this thing to the user for use or for use and collection of benefits for a specified period of time, and the user undertakes to pay the financing party in agreed installments cash remuneration, at least equal to the price or remuneration for the purchase of the item by the financing party.
Lending agreement – By the lending agreement, the lender undertakes to allow the borrower, for a specified or indefinite period, to use the thing given to him for this purpose free of charge.
Loan agreement – By a loan agreement, the lender undertakes to transfer to the borrower a certain amount of money or things marked only as to species, and the borrower undertakes to return the same amount of money or the same amount of things of the same kind and quality.
Bank account agreement – By the bank account agreement, the bank undertakes to the account holder, for a definite or indefinite period, to store his funds and, if the agreement so provides, to conduct monetary settlements on his behalf.
Mandate contract – By a mandate contract, the mandatary undertakes to perform a specific legal act for the mandator.
Agency agreement – By the agency agreement, the mandatary (agent) undertakes, within the scope of the activities of his enterprise, to act as an intermediary on a permanent basis, for remuneration, in concluding contracts with clients for the benefit of the principal entrepreneur or to conclude them on his behalf.
Commission contract – By the commission contract, the commission agent undertakes, for remuneration (commission) within the scope of the activities of his enterprise, to buy or sell movables for the principal (commissioning party), but in the agent’s own name.
Contract of carriage – By the contract of carriage, the carrier undertakes, within the scope of his business, to transport persons or goods for remuneration.
Forwarding contract – By the forwarding contract, the freight forwarder undertakes, against payment within the scope of the activities of his company, to send or receive the shipment or to perform other services related to its transportation.
Insurance contract – By an insurance contract, the insurer undertakes, within the scope of its business, to provide a certain benefit in the event of the occurrence of the event provided for in the contract, and the policyholder undertakes to pay a premium.
Storage contract – By the storage contract, the custodian undertakes to keep the movable item given to him for safekeeping in a non-deteriorated condition.
Warehousing contract – By a warehouse contract, the warehouse keeper undertakes to store the movables specified in the contract against remuneration. The warehousing entrepreneur is obliged to issue a receipt to the party submitting the items for storing, which should list the type, quantity, designation and packaging of the items, as well as other relevant provisions of the contract.
Informal partnership (civil law partnership) – By the partnership agreement, the partners undertake to strive to achieve a common economic goal by acting in a specified manner, in particular by making contributions. The articles of association should be confirmed in writing.
Surety contract – By a surety agreement, the guarantor undertakes to perform an obligation to the creditor in the event that the debtor fails to perform the obligation.The guarantor’s declaration should be made in writing under pain of nullity.
Donation contract – By a donation agreement, the donor undertakes to provide a free benefit to the recipient at the expense of his property.
Transfer of real estate – By a real estate transfer agreement, the owner of the real estate undertakes to transfer the ownership of the real estate to the commune or the State Treasury free of charge.
Annuity contract – By an annuity contract, one of the parties undertakes to the other to certain periodic benefits in money or in things marked only as to species.
Life annuity – If, in return for the transfer of ownership of real estate, the buyer has undertaken to provide the seller with maintenance for life (annuity contract), he should, unless otherwise agreed, take the seller as a member of the household, provide him with maintenance and care.
Settlement agreement – By settlement, the parties make mutual concessions regarding the existing legal relationship between them in order to remove uncertainty about claims arising from this relationship or ensure their performance, or to resolve an existing or likely dispute.
KIELTYKA GLADKOWSKI represents its clients at all stages of contract negotiations and advises on the following clauses:
KIELTYKA GLADKOWSKI has particular experience in cross-border negotiations related to all aspects of the Polish Private International Law Act in the field of basic transactional institutions:
1. Sales contract,
2. Exchange agreement,
3. Donation agreement,
4. Transfer of real estate;
5. or other agreements obliging the transfer of ownership.
Agreements securing main claims:
KIELTYKA GLADKOWSKI advises on contracts in the banking sector.
Banking services that require forming tailored made terms and conditions include deposit services, settlement services, credit services, services related to handling foreign transactions, services in the area of capital markets and additional services. Types of agreements that can be concluded with the bank:
1. Family Account Agreements;
2. Escrow account agreements;
3. Savings account or term deposit account agreements;
4. Agreements between the bank and the check holder on the conditions of presenting the check for payment at another bank;
5. Loan agreements;
6. Money Loan Agreements;
7. Debt transfer agreements;
8. Subparticipation agreements;
9. Agreements concluded with companies forming a tax capital group within the meaning of the provisions on corporate income tax;
10. Affiliation agreements with other banks;
11. Agreements specifying the scope and mode of operation of the board of associated banks and the implementation of its resolutions;
12. Protection Scheme Agreements;
13. Financial Support Agreements;
14. Bank Account Agreements.
AGREEMENTS IN THE RENTAL SECTOR OF LARGE AREA AND RETAIL SPACE
As part of servicing our clients, the firm’s lawyers have the necessary knowledge and experience in drafting large-area lease agreements in class A+ buildings in large cities throughout Poland.
KIELTYKA GLADKOWSKI KG LEGAL has vast experience in advising in respect of negotiating the lease of large office spaces in the field of complex long-term lease agreements dedicated to entities with international shareholding structure.
CONSTRUCTION OF CONSULTATION AGREEMENTS concerning orders for services for which there are no specific provisions regulating the rights and obligations of the parties in the Polish legal system.
Unnamed contract – in Polish law, unnamed contracts are considered to be all contracts that have not been specifically named and described in the Polish Civil Code.
Due to the principle of freedom of contracts, legal relations governed by an unnamed contract are created by the parties in a way that suits both parties. Accordingly, the careful and diligent assistance of experienced lawyers comes to fore at this point to best secure the interests of the clients in case of violation of the contract and the need of enforcement of the contract in the future, also through litigation.
The content of the unnamed agreement should not be contrary to the law, i.e. its purpose, provisions and effects may not violate any provisions of law. These are contracts that do not have a separate, normative reference at all, they have not been regulated either in the Civil Code or in other legal acts of the national order, but the provisions on mandate apply to them by analogy. Art. 750 of the Polish Civil Code sets forth that the provisions on mandate apply accordingly to contracts for the provision of services that are not regulated by other provisions.
The principles used in creating unnamed contracts can be used when creating the content of mixed contracts, i.e. composed of elements of named contracts and unnamed contracts, or an unnamed contract with an unnamed contract.
List of legal acts in Polish contract law applicable when rendering legal assistance:
Act of April 23, 1964 – Civil Code.
Act of February 4, 2011 – Private International Law.
Act of 6 July 1982 on land and mortgage registers.
Act of 24 June 1994 on ownership of premises.
Act of June 26, 1974 – Labor Code.
Act of September 15, 2000 – Code of Commercial Companies.
Act of November 17, 1964 – Code of Civil Procedure.
Act of September 9, 2000 on the tax on civil law transactions.
Act of February 4, 1994 on copyright and related rights.
Act of June 30, 2000 – Industrial property law.
Act of 30 May 2014 on consumer rights.
Act of February 16, 2007 on competition and consumer protection.
Act of 18 July 2002 on the provision of electronic services.
Act of July 7, 1994 – Construction Law.
Act of 5 July 2018 on the national cybersecurity system.
Act of 4 April 2019 on the digital accessibility of websites and mobile applications of public entities.
