Contractual Advantage in Poland: Unfair Trading Practices in the Agri-Food Supply Chain (2026)

Contractual advantage in Poland: the rules in one place

Poland has regulated unfair trading practices in the agri-food chain since 2017, longer than most EU Member States. The first act, of 15 December 2016, applied from 2017 to 22 December 2021. It was replaced by the Act of 17 November 2021, which transposes Directive (EU) 2019/633 and applies from 23 December 2021; its current consolidated text is Dz.U. 2023 poz. 1773. Contracts concluded before that date were governed by the old act until 30 April 2022 and by the new one from 1 May 2022.

The Act protects the public interest, not the individual supplier, so a case is opened by the authority and not by the injured party. It applies to every contract for the purchase of agricultural or food products between a buyer and a supplier, and it works in both directions: a supplier can also abuse a weaker buyer. In practice UOKiK has so far pursued only buyers.

Whether a practice is prohibited is decided in one of two ways.

Source: Act of 17 November 2021, art. 5–9; Dudkowiak & Putyra analysis of 23 UOKiK decisions on the merits, March 2018 – August 2026, DP-Stats 2026.5.

The list does not exhaust the prohibition. All seven decisions in proceedings opened under the 2021 Act – against Agri Plus (2022), Mlekpol, SCA PR Polska and Auchan (2023), OSM Koło (2024), and Bunge and Procam (2026) – relied on the general clause; only one of them, SCA PR Polska, also cited a listed practice. A contract that avoids all sixteen listed practices can still be found unfair.

Who the contractual advantage rules apply to

The Act covers buyers and suppliers of products listed in Annex I to the Treaty on the Functioning of the European Union – fruit, vegetables, grain, milk, meat, live animals, sugar beet and similar – and of food processed from them. A supplier is any business that produces, processes or sells such products to a buyer; a buyer is any business, and also a public-sector purchaser, that acquires them directly or indirectly. A foreign-owned processor buying from Polish farmers, a retail chain buying from food manufacturers and a grain trader buying for export are all within scope.

Advantage is presumed where the two sides fall into different turnover bands. Turnover is the revenue of the year preceding the year of the practice and, for SMEs, includes partner and linked enterprises under Annex I to Regulation 651/2014.

Source: art. 7(2) of the Act of 17 November 2021. Art. 7(3) sets the mirror-image bands for practices of a supplier towards a buyer. EUR amounts are converted at the NBP average rate on the last day of the preceding financial year.

The presumption can be rebutted, and advantage can also be proved outside the bands. Under the 2016 Act, which had no presumption, UOKiK established it from the market: in the T.B. Fruit decision of 2019 it surveyed 24 apple suppliers and 26 alternative buyers and relied on the perishability of industrial apples, the record 2018 harvest and the lack of spare processing capacity elsewhere. For a large buyer the practical conclusion is simple: in its larger decisions from 2020 onwards UOKiK compared the buyer’s turnover with that of each supplier, supplier by supplier – in the Auchan decision of 2023 it listed 598 suppliers below the threshold.

Prohibited practices: what the Act lists as unfair use of contractual advantage

Art. 8(1) of the Act lists practices that are unfair by definition once contractual advantage exists. Ten are prohibited in every case. Six (pt 11–16) are allowed only if the contract agreed them clearly and unambiguously before they were applied.

Source: art. 8(1)–(2) of the Act of 17 November 2021. For pt 12–16 the buyer must, at the supplier’s request, give a written estimate of the unit rates or total payments and, for pt 12 and 14–16, of the cost of the service and how it is calculated (art. 8(5)).

Payment terms: 30 and 60 days, counted from the right day

Products are perishable if, by their nature or stage of processing, they may become unfit for sale or processing within 30 days of harvest, production or processing. Fresh fruit and vegetables and raw milk are typical examples; grain, oilseeds and sugar typically are not.

For regular deliveries the period runs from the end of the agreed delivery period, which the Act caps at one month, or from the day the amount payable is set, if that is later. For one-off deliveries it runs from delivery or from the day the amount is set. Where the buyer itself sets the amount payable, the period runs from the end of the delivery period or from delivery, so a buyer cannot extend the term by delaying its own price calculation. Two exceptions apply: value-sharing clauses under art. 172a of Regulation 1308/2013, and payments under the EU school scheme and by healthcare providers.

These limits sit on top of the general Polish rules on payment terms between businesses, described on our page on payment terms and payment delays in Poland. In agri-food purchasing the stricter limit applies.

What UOKiK enforces: 25 contractual advantage decisions, 2018–2026

Dudkowiak & Putyra analysed the public versions of all 25 decisions issued by the President of UOKiK in contractual advantage cases between March 2018 and August 2026, together with the court judgments on appeal available to us. Two of the 25 were procedural fines of PLN 10,000 each on fruit buyers that failed to answer UOKiK’s questions in time. The other 23 decided the merits, and the figures below describe those 23.

Source: Dudkowiak & Putyra analysis of 25 decisions of the President of UOKiK, 5 March 2018 – 26 August 2026, and 3 court judgments, DP-Stats 2026.5. See Sources and methodology.

The decisions show who UOKiK looks at. Outside the six retail and wholesale cases, the suppliers protected were farmers – fruit growers and the fruit collection points that buy from them, grain and rapeseed producers, pig farmers, sugar beet growers and dairy farmers. In the retail cases they were food producers and distributors supplying the chains. Most of the companies concerned are Polish subsidiaries of foreign groups, which is the profile of the largest buyers of Polish agricultural produce.

Which practices UOKiK targets

Grouped by the practice found or alleged, the 23 decisions on the merits break down as follows. One decision can concern more than one practice.

The pattern has moved over time. The early cases, opened after UOKiK’s 2017 and 2018 market inquiries, concerned fruit processors paying growers late. From 2019 the authority turned to retail chains and their rebates and fees. From 2022 it has concentrated on contracts with farmers that shift crop-failure risk onto them: in 2022–2026 four grain and oilseed traders were fined for force majeure clauses, and in the two 2026 decisions UOKiK pointed to its earlier, published decisions on the same clause as a reason to impose a fine.

A year without decisions is not a year without enforcement. The proceedings that ended in the two 2026 fines against Bunge and Procam began as an explanatory proceeding in July 2022.

Contractual advantage decisions by sector

Source: Dudkowiak & Putyra analysis of 23 UOKiK decisions on the merits, March 2018 – August 2026, DP-Stats 2026.5. Fines as imposed by UOKiK, before any court ruling.

Fines for unfair use of contractual advantage in Poland

UOKiK may fine a buyer or supplier up to 3% of its turnover in the financial year preceding the fine, even where the infringement was unintentional (art. 42). The amount depends on the duration, gravity and market effects of the practice (art. 47). The Act names four mitigating circumstances – removing the effects voluntarily, stopping the practice on the company’s own initiative before or promptly after the proceeding opened, taking steps on its own initiative, and cooperation – and two aggravating ones: intent and a previous similar infringement.

In practice UOKiK sets a base amount as a percentage of turnover and then adjusts it. Dudkowiak & Putyra’s analysis of the 11 fining decisions issued in 2019–2026 shows how that works:

• Intent was found in all 11 decisions and treated as an aggravating circumstance. In the two 2026 decisions UOKiK based intent on the buyer having drafted the template itself; in deciding to fine, it also stressed that its earlier published decisions on the same clause should have been known to a professional buyer.
• Mitigation was rare. Credit for stopping the practice or cooperating appears in three decisions: Kaufland (−40%, practice stopped before the proceeding) and Bunge and Procam (net −25% each, after offsetting intent). Two other fines – Jeronimo Martins Polska (−50%) and Eurocash (−40%) – were reduced at the end of the calculation on grounds of proportionality.
• Voluntary submission to the fine (art. 34) cut the fine by a further 50% in both decisions in which it was used, Bunge and Procam in 2026.
• Size relative to turnover: where the turnover is disclosed (9 decisions), fines ranged from 0.1% to the 3.0% maximum, with a median of 1.1%.
• Concentration: fines on four retail and wholesale groups account for 92.1% of the total; the Jeronimo Martins Polska fine alone accounts for 66.0%.

Source: public versions of the decisions; % of turnover rounded to one decimal place, calculated on the turnover stated in the decision (Kaufland: sum of two fines); n/d – turnover redacted in the public version; “–” – court outcome not covered by the documents analysed. Court outcomes for Jeronimo Martins Polska and the Supreme Court ruling for Eurocash: as reported in the press and in Eurocash’s stock exchange report. Dudkowiak & Putyra analysis, DP-Stats 2026.5.

Appeals change the numbers. Of the three fines whose court outcome is known – Cefetra from the judgments analysed, Eurocash and Jeronimo Martins Polska partly from press reports – one was annulled (Eurocash, PLN 76.0 million), one was cut by 42.3% after two instances (Cefetra), and one was reduced at first instance by about PLN 217 million (Jeronimo Martins Polska). Fines are payable within 14 days after the decision becomes final (art. 48), so a company that appeals does not pay while the appeal runs.

Other sanctions: information requests, inspections and managers

The 3% fine is not the only exposure. UOKiK may fine a company up to the equivalent of EUR 50 million for failing to provide information or providing false or misleading information, or for obstructing an inspection (art. 43), and up to EUR 10,000 for each day of delay in complying with a decision or judgment (art. 44). A manager or board member who fails to execute a decision or obstructs an inspection can be fined personally up to 50 times the average monthly wage in the enterprise sector (art. 46). In 2020 two fruit buyers were fined PLN 10,000 each for not answering UOKiK’s requests in time; neither had been charged with any practice.

Commitment decisions: how half the cases end without a fine

A company under investigation can offer to stop the practice and remove its effects. If UOKiK accepts, it issues a commitment decision (art. 32): no infringement is found, no fine is imposed, and the company reports on implementation by a set date. If it does not comply, UOKiK can revoke the decision and decide the case on the merits.

Commitment decisions are the most common outcome of a contractual advantage case, as the figures above show. In six of the twelve, according to Dudkowiak & Putyra’s analysis, the company paid suppliers – arrears, statutory interest or refunds of amounts already collected. In at least four fining decisions – Jeronimo Martins Polska, Kaufland, Cefetra and Auchan – UOKiK rejected the company’s commitment proposal. The reasons given were that the proposal came late, after the evidence had been gathered, and that it did not remove the effects for suppliers: Kaufland offered PLN 10 million in compensation, which the decision describes as many times less than the amount collected from suppliers.

Timing decides which route is open. A commitment proposal made after the evidence has closed, or one that changes the contract for the future but leaves suppliers out of pocket, has so far been refused.

How a UOKiK contractual advantage investigation runs

A contractual advantage case is always opened by UOKiK of its own motion. A supplier’s complaint is a source of information, not a claim, and the supplier does not become a party.

The Act says a proceeding should end within five months (art. 30) and an explanatory proceeding within four, or five in complex cases (art. 14(4)); a market study has no limit. Dudkowiak & Putyra’s analysis shows the real timeline is longer. Across the 23 decisions on the merits issued in 2018–2026, the median time from opening the proceeding to the decision was 11.3 months, and from the start of the explanatory proceeding 20.5 months. Each of the seven proceedings opened under the 2021 Act took longer than five months (median 10.5 months). The longest cases, Bunge and Procam, ran for more than four years from the first explanatory step to the decision.

Two time limits work in the company’s favour. No proceeding may be opened once two years have passed from the end of the year in which the practice stopped (art. 38), and no fine proceeding two years from the end of the year of the infringement (art. 50). Where UOKiK considers that a practice threatens serious harm that is hard to reverse, it can order it to stop before the case is decided (art. 33).

If you are a supplier

A supplier – including a foreign food producer selling to a Polish retail chain – can notify UOKiK, ask the buyer to confirm the contract terms in writing (art. 8(1)(7)) and, for listing, promotion and marketing fees, ask for a written estimate of their cost (art. 8(5)). Retaliation for doing so is itself a listed practice (art. 8(1)(9)). A UOKiK decision does not pay the supplier back; money is recovered in a civil claim, in which UOKiK may present its view to the court (art. 12). In the Auchan decision UOKiK did not include foreign suppliers in its count, because their turnover could not be established, so a foreign supplier that complains should be ready to document its own turnover.

Contractual advantage compliance checklist for buyers in Poland

Each item below corresponds to a practice that appears in the published decisions or in art. 8 of the Act.

Our experience with contractual advantage in Poland

Dudkowiak & Putyra has advised on the contractual advantage rules since the first act was adopted in December 2016. Our work has been mainly for fruit processors and juice producers – the sector UOKiK examined first and fined first – on their purchase contracts with growers and in UOKiK information requests and inspections. The work is led by Michał Dudkowiak with Michał Puk.

Lawyers advising on contractual advantage

Michał Dudkowiak

Barrister (adwokat), Managing Partner
Author of this guide

Admitted to the Bar in 2013. Managing Partner of Dudkowiak & Putyra and head of its Antitrust & Competition practice. Has advised fruit processors and the Polish juice producers’ association on the contractual advantage rules since the 2016 Act and represents buyers in UOKiK information requests, inspections and proceedings. Author of a legal opinion on Poland’s 2019 draft minimum-price rules for agricultural products, submitted to the European Commission. Has taught competition law at Adam Mickiewicz University in Poznań, where he graduated in law; Diploma in British and EU Law, University of Cambridge.

Michał Puk

Barrister (adwokat), Supervising Partner (Commercial and Regulatory)
Reviewer of this guide

Admitted to the Bar in 2018. Supervises the Commercial and Regulatory work of Dudkowiak & Putyra, including commercial contracts, regulatory matters and UOKiK proceedings, and acts in supply contract and commercial disputes for agri-food clients. Graduate of Adam Mickiewicz University in Poznań. Works in English.

Sources and methodology

Legal basis

• Act of 17 November 2021 on counteracting the unfair use of contractual advantage in trade in agricultural and food products, Dz.U. 2021 poz. 2262, consolidated text Dz.U. 2023 poz. 1773; in force from 23 December 2021.
• Act of 15 December 2016 on counteracting the unfair use of contractual advantage in trade in agricultural and food products, Dz.U. 2017 poz. 67 (consolidated text Dz.U. 2020 poz. 1213), repealed on 23 December 2021 and still applied to proceedings opened under it (art. 57 of the 2021 Act).
• Directive (EU) 2019/633 of 17 April 2019 on unfair trading practices in business-to-business relationships in the agricultural and food supply chain, OJ L 111, 25.4.2019, p. 59.
• Act of 16 February 2007 on competition and consumer protection, provisions applied through art. 20 and 37 of the 2021 Act.

Official sources

• Urząd Ochrony Konkurencji i Konsumentów – the authority that publishes all contractual advantage decisions (art. 36 of the 2021 Act).
• ISAP – Internet System of Legal Acts of the Polish Sejm, for the consolidated text of the Act.

How the figures on this page were counted

The figures come from Dudkowiak & Putyra’s analysis of the public versions of 25 decisions of the President of UOKiK issued under the 2016 and 2021 Acts between 5 March 2018 and 26 August 2026, and of three court judgments on appeal from two of them. Two decisions imposed procedural fines for failing to provide information and are excluded from all figures except the count of 25; the remaining 23 decided the merits. The decisions analysed are: Cykoria (RBG-3/2018); Südzucker Polska (RBG-7/2019); Döhler (RBG-9/2019); Real S.A., a fruit processor in Siedlce (RBG-11/2019); Rauch Polska (RBG-14/2019); T.B. Fruit Polska (RBG-15/2019); R. Stępień Dan-Pal (RBG-3/2020, procedural); GPOiW Eurosad (RBG-4/2020, procedural); Appol (RBG-11/2020); Jeronimo Martins Polska (RBG-13/2020); Eurocash (RBG-3/2021); SCA PR Polska (RPZ-7/2021); Kaufland Polska Markety (RBG-4/2021); Cefetra Polska (RBG-2/2022); PolishAgri (RBG-9/2022); Agri Plus (RBG-14/2022); SM Mlekpol (RBG-4/2023); Pfeifer & Langen Polska (RBG-5/2023); SCA PR Polska (DPK-1/2023); Auchan Polska (RBG-12/2023); Agri Plus (RBG-14/2023); Agrifirm Polska (RBG-15/2023); OSM w Kole (DPK-1/2024); Bunge Polska (RBG-2/2026); Procam Polska (RBG-3/2026). The judgments are SOKiK, 26 October 2023, XVII AmA 67/22 and Court of Appeal in Warsaw, 27 August 2025, VII AGa 1512/23 (Cefetra Polska), and Court of Appeal in Warsaw, 27 January 2026, VII AGa 635/24 (Eurocash).

Each decision was classified by type (commitment or fine), sector, practice, the party at fault and the parties harmed. A decision may count under more than one practice. “International group” means that the decision describes the company as part of an international or foreign capital group or names a foreign parent. Fines are counted as imposed by UOKiK, before any court ruling; the share of turnover is the fine divided by the turnover stated in the decision, rounded to one decimal place, and is not shown where the turnover is redacted. Duration is measured in months from the opening of the proceeding against the company, and separately from the opening of the explanatory proceeding that preceded it, to the date of the decision; medians are used throughout. Court outcomes not contained in the documents analysed – the October 2024 SOKiK judgment on Jeronimo Martins Polska and the Supreme Court ruling of 31 August 2026 on Eurocash – are taken from press reports and Eurocash’s stock exchange report and are marked as such. The public versions of the decisions omit business secrets, so supplier numbers, amounts collected and some turnover figures cannot be counted. The figures form part of DP-Stats 2026.5, which explains the sources and methods behind all figures in Dudkowiak & Putyra’s guides.

Corrections

This page states Polish law and the UOKiK decisions as they stand on the date shown at the top. If you believe anything here is out of date or wrong, write to [email protected] and we will check it and correct the page.

FAQ – contractual advantage in Poland

Is contractual advantage the same as abuse of a dominant position?

No. Abuse of dominance under the Competition Act requires a dominant position on a relevant market, usually a large market share. Contractual advantage requires only a significant disproportion in economic potential between the two parties to a contract, which is presumed from their turnover, so a company with a small market share can still have contractual advantage over its smaller suppliers.

Does the contractual advantage act apply to a foreign company buying food in Poland?

Yes, if it buys agricultural or food products from suppliers under a contract within the Act’s scope; the Act does not distinguish by the nationality of the buyer, and most companies fined or bound by commitments so far were Polish subsidiaries of foreign groups. Whether a particular cross-border purchase is covered depends on where the parties are established and where the contract is performed, which should be checked case by case.

What is the maximum payment term for agricultural and food products in Poland?

30 days for perishable products and 60 days for other agricultural and food products, counted from the end of the agreed delivery period of at most one month for regular deliveries, or from delivery for one-off deliveries, or from the day the amount payable is set if that is later. A longer term agreed in the contract does not help the buyer.

Can a supplier be fined for unfair use of contractual advantage?

Yes. The prohibition applies to suppliers towards weaker buyers as well, with its own turnover bands in art. 7(3). In practice, all 23 decisions on the merits issued between 2018 and August 2026 concerned buyers.

Are retroactive rebates allowed under Polish law?

A rebate agreed before the period it applies to, on objective conditions, is allowed. A rebate or price correction agreed at or after the end of the settlement period, or annual terms signed after the year has started and applied backwards, have been found unfair in the decisions against Jeronimo Martins Polska and Kaufland, and were the subject of commitments by SCA PR Polska.

Can a grain buyer exclude crop failure from force majeure?

Not safely. UOKiK has found that contracts which prevent farmers from relying on drought, crop failure or other events beyond their control, require official declarations of a natural disaster, set an unrealistically short notice period, or oblige them to buy replacement grain, unfairly use contractual advantage, and four grain and oilseed traders were fined for such clauses between 2022 and 2026.

Can a buyer charge suppliers for listing, promotion or logistics?

Only if the fee is agreed clearly and unambiguously in the contract before it is charged, relates to a service actually provided to the supplier, and, on request, is supported by a written estimate of its cost. Eurocash and Auchan were fined for service and logistics fees, although the Eurocash decision was annulled on appeal.

How long does a UOKiK contractual advantage proceeding take?

Longer than the statutory five months. In the decisions issued in 2018–2026 the median time from opening the proceeding to the decision was 11.3 months, and an explanatory proceeding usually came first; an appeal to the courts adds years.

Can a company avoid a fine by offering commitments?

Often, if it does so early. Commitment decisions closed 12 of the 23 cases decided on the merits. UOKiK expects the practice to stop and, in half of the accepted cases so far, money went back to suppliers; late offers and offers without compensation have been rejected.

Can a supplier complain to UOKiK anonymously?

Not anonymously, but confidentially. The notification must identify the person making it, but the identity of a supplier who complains, and information that could harm it, is not disclosed to the parties at any stage unless the supplier agrees in writing.

How long after a practice stops can UOKiK act?

UOKiK cannot open a proceeding once two years have passed from the end of the year in which the practice stopped, and cannot open a fine proceeding two years after the end of the year of the infringement. A practice abandoned in 2024 can therefore be pursued until the end of 2026.

Are UOKiK contractual advantage decisions public?

Yes. UOKiK publishes every decision in full on its website, with business secrets removed, and states whether it is final. The company’s name, the practice and the fine therefore become public once the decision is published, before any appeal is decided.