Updated: 26.05.2025
Is there legislation on force majeure in your legal system?
Polish law recognizes the concept of force majeure, but it is not expressly defined in statutory law. Instead, its definition has been developed through case law and legal doctrine.
What is the definition of force majeure under Polish law?
Although there is no codified provision defining force majeure, Polish case law and legal scholarship generally describe it as an external, unforeseeable event whose consequences could not have been prevented. Whether a particular event meets these criteria is assessed on a case-by-case basis.
Under this doctrine, a party is generally exempt from liability for non-performance or improper performance of contractual obligations if caused by a force majeure event. However, unless otherwise stipulated in the contract, the occurrence of force majeure does not relieve the party from fulfilling its obligations once the event has ceased.
Is this rule mandatory, or can parties freely regulate force majeure in their contracts?
As a rule, parties are free to regulate the impact and scope of force majeure in their agreements.
To what extent can parties regulate force majeure clauses?
Parties have broad discretion to define and regulate the consequences of force majeure, with one key limitation: they may not exclude liability for intentional misconduct (dolus).
Under Polish law, contractual liability is based on fault. Force majeure represents a set of circumstances in which fault is absent. While parties can expand or limit liability in relation to force majeure (e.g. by enumerating specific events), they cannot alter the fundamental legal concept of force majeure.
If a clause includes events that do not meet the standard definition (i.e. external, unforeseeable, and unavoidable), it will still be interpreted as an agreement regarding excluded liability, but not as a true force majeure clause.
If a contract merely allows termination for “force majeure” without defining the term, is there legal guidance?
Yes. In such cases, courts will rely on the established definition of force majeure from case law – i.e., events that are external, unforeseeable, and whose consequences could not be avoided.
Is there a distinction between B2B and B2C contexts regarding force majeure?
Generally, no. However, in consumer contracts, a force majeure clause that excessively limits the trader’s liability may be deemed ineffective. Consumer protection principles may override contract terms considered unfair or abusive.
Does it matter if the force majeure clause is in the contract itself or in the terms and conditions?
No, provided that the terms and conditions were properly incorporated into the contract. However, in consumer contracts, clauses must still meet the standards of fairness and transparency. Any provision that violates principles of social justice or disproportionately harms the consumer may be deemed abusive.
Are there examples of well-functioning force majeure clauses under Polish law?
Effective clauses are those tailored to the specific needs and risks of the parties involved. They typically enumerate relevant force majeure events (e.g. war, natural disasters, epidemics), describe procedures for notification, and outline the consequences for performance obligations. A generic, well-drafted clause should also reference the Polish legal definition to align with judicial interpretation.
Can a change in customs law be considered a force majeure event?
A change in customs regulations can potentially qualify as a force majeure event under Polish law—but only if it meets the established criteria:
- External – Yes, as the change comes from a government authority.
- Unforeseeable – Possibly, if it was sudden or unprecedented. Routine or predictable legal changes would not qualify.
- Unavoidable – Only if the change makes performance truly impossible or excessively burdensome.
Thus, a change in customs law may constitute force majeure if it is sudden, unforeseeable, and objectively prevents performance. Each case must be assessed individually. For clarity and risk mitigation, it is advisable to expressly include changes in law or customs in the force majeure clause of a contract.
Are there alternative legal remedies for non-performance?
Yes. Under the rebus sic stantibus principle (Article 357¹ of the Polish Civil Code), a party may seek judicial intervention if an extraordinary change of circumstances, unforeseeable at the time of contract conclusion, makes performance excessively difficult or threatens the party with severe loss.
The court may:
- Adjust the manner of performance,
- Modify the scope of the parties’ obligations, or
- Terminate the contract.
Importantly, a party cannot unilaterally suspend performance based on rebus sic stantibus without a court ruling or interim injunction.
