Selected provisions of the Civil Code Act of April 23, 1964
General provisions
Art. 56.
A legal action has not only the effects expressed in it, but also those arising an Act of Parliament, rules of social coexistence and established customs.
Art. 57.
§ 1. The right to transfer, encumber, change or abolish a right cannot be excluded or restricted by a legal action if according to an Act of Parliament this right is transferable.
§ 2. The above provision does not exclude the possibility of the obligation that the rightholder will not make regulations specified by law.
Art. 58.
§ 1 A legal action contrary to an Act of Parliament or intended to circumvent an Act of Parliament shall be null and void unless the relevant provision provides otherwise, in particular, that the void provisions of the legal transaction shall be replaced by the relevant provisions of the Act.
§ 2 A legal action that is contrary to the rules of social coexistence is null and void.
§ 3. If only a part of a legal action is void, the action shall remain valid for the remaining parts, unless the circumstances indicate that, without the void provisions, the action would not have been made.
Art. 59.
Where a contract is concluded the performance of which renders wholly or partially impossible the satisfaction of a third party, that third party may demand that the contract be declared ineffective against him if the parties knew about his claim or if the contract was free of charge. The declaration of a contract as ineffective may not be demanded after the lapse of one year from the conclusion of the contract.
Art. 60.
Subject to exceptions provided by an Act of Parliament, the intention of a person performing a legal action may be expressed by any conduct of that person which adequately demonstrates that person's intention, including by demonstrating that intention in an electronic form (declaration of intent).
Art. 61.
§ 1. A declaration of intent deemed to be made to another person shall be made when it reached her in such a way that she could become acquainted with its contents. Revocation of such a declaration shall be effective where it has reached her simultaneously with or before that declaration.
§ 2 A declaration of intent expressed in an electronic form is made to another person at the time when it is introduced into an electronic communication medium in such a way as to enable that person to acquaint herself with its contents.
Art. 62.
A declaration of intent intended to be made to another person shall not cease to have effect as a result of the fact that, before it reached that person, the person making it died or lost her legal capacity unless the contents of the declaration, an Act of Parliament or circumstances indicates otherwise.
Art. 63.
§ 1. If, in order to perform a legal action, the consent of a third party is required, that person may also give her consent prior to the statement being made by the persons performing the action or after it has been made. Consent given after the declaration shall have retroactive effect from its date.
§ 2 If a special form is required for the validity of a legal action, the declaration including the consent of the third party should be made in the same form.
Art. 64.
Final court ruling establishing a person's obligation to make a specific declaration of intent shall constitute a substitute to that declaration.
Art. 65.
§ 1. A declaration of intent shall be interpreted as required by the circumstances in which that declaration was made, rules of social coexistence and established customs.
§ 2. In contracts, it is the parties' intent and purpose of the contract that must be examined instead of relying on its literal wording.
Provisions concerning the conclusion of the contract
Art. 66.
§ 1. A statement of the other party's intent to conclude a contract shall constitute an offer if it sets out the essential terms of that contract.
§ 2 If the offeror has not indicated in the offer a deadline within which he expects to receive an answer, an offer made in the presence of the other party or by means of direct communication at a distance ceases to be binding where it is not accepted without delay; an offer made otherwise shall cease to be binding on expiry of the time during which the offeror in the ordinary course of business could have obtained a reply sent without undue delay.
Art. 66. (1)
§ 1. An offer made electronically binds the offeror, if the other party acknowledges its receipt without delay.
§ 2 An entrepreneur submitting an offer in an electronic form is obliged to inform the other party prior to the conclusion of the contract in a manner unambiguous and understandable of:
- the technical steps involved in the procedure for concluding the contract;
- the legal effects of the other party's acknowledgement of receipt of the offer;
- the principles and means for recording, preserving and making available by the entrepreneur to the other party to the contract;
- the methods and technical means for detecting and correcting input errors, which he is obliged to make available to the other party;
- languages in which the contract may be concluded;
- the codes of ethics that he applies and their availability in electronic form.
§ 3. § 2 shall apply accordingly if the entrepreneur invites the other party to enter into negotiations, submit tenders or conclude a contract in a different manner.
§ 4. § 1-3 shall not apply to the conclusion of contracts by means of electronic mail or similar means of individual distance communication. They also do not apply to relations between entrepreneurs, if the parties have so agreed.
Art. 66. (2)
§ 1. In relations between entrepreneurs, an offer may be revoked prior to the conclusion of the contract, if the declaration of revocation has been made to the other party before the other party has sent its acceptance of the offer.
§ 2. However, an offer may not be revoked if it is apparent from its contents or if it sets a deadline for acceptance.
Art. 67.
Where a statement of acceptance of an offer is received late but its contents or the circumstances suggest that it was sent in due time, the contract shall come into effect unless the offeror without delay gives notice to the other party that a delay in replying renders the contract null and void.
Art. 68.
Acceptance of an offer made subject to amendment or supplementation of its contents shall be deemed a new offer.
Art. 68. (1)
§ 1. In relations between entrepreneurs, a response to an offer subject to changes or additions that do not substantially alter the content of the offer shall be deemed to have been accepted. In this case, the parties shall be bound by the contract as set out in the offer, subject to the reservations contained in the reply to the offer.
§ 2. The provision of the preceding paragraph shall not apply if in the contents of the offer it is indicated that it can only be accepted without reservation, or if the offeror without delay objected to the inclusion of the reservations in the contract, or if the other party in its reply to the offer made her acceptance conditional on the offeror's contract to incorporate reservations to the contract, and this consent was not granted without delay.
Art. 68. (2)
Where the entrepreneur has received from a person with whom he has ongoing economic relations an offer to enter into a contract in the course of his business, failure to reply without delay shall be deemed to constitute acceptance of the offer.
Art. 69.
If by custom established in the given relations or according to the contents of the offer, the other party's statement of acceptance is not required to reach the offeror, in particular if the offeror requests the performance of the contract without delay, the contract comes into effect if the other party performs it in due time; otherwise, the offer ceases to bind.
Art. 70.
§ 1. In case of doubt, the contract shall be deemed to have been concluded at the moment of receipt by the person making the offer of the statement of acceptance, and if the receipt to the person making the offer a statement of acceptance is not required - at the time accession by the other party to performance of the contract.
§ 2. In case of doubt, the contract shall be deemed to have been concluded at the place receipt by the person making the offer of the statement of acceptance, and if the receipt no declaration of acceptance is required from the maker of the offer or the offer is submitted in electronic form, at the place of residence or at the place of business of the tenderer at the time of conclusion of the contract.
Art. 71.
Advertisements, commercials, price lists and other information directed to the general public or to individual persons, shall in case of doubt be deemed not an offer, but an invitation to deal.
Art. 72.
§ 1 If the parties conduct negotiations in order to conclude a specific contract, the contract is concluded when the parties reach an agreement on all of its provisions that were subject to negotiations.
§ 2 The party that commenced or conducted negotiations with a breach of good morals, in particular without an intention to conclude a contract, shall be obliged to compensate for damage that the other party suffered by reason of the fact that she hoped to conclude a contract.
Art. 72. (1)
§ 1 If, in the course of negotiations, a party has made information available subject to confidentiality, the other party shall be obliged not to disclose or transfer such information to other persons and not to use it for its own purposes, unless the parties have agreed otherwise.
§ 2 In the event of non-performance or improper performance of the obligations referred to in § 1, the entitled party may demand that the other party compensate for the damage or surrender the benefits obtained by it.
Art. 73.
§ 1 Jeżeli ustawa zastrzega dla czynności prawnej formę pisemną, dokumentową albo elektroniczną, czynność dokonana bez zachowania zastrzeżonej formy jest nieważna tylko wtedy, gdy ustawa przewiduje rygor nieważności.
§ 2. Jeżeli ustawa zastrzega dla czynności prawnej inną formę szczególną, czynność dokonana bez zachowania tej formy jest nieważna. Nie dotyczy to jednak wypadków, gdy zachowanie formy szczególnej jest zastrzeżone jedynie dla wywołania określonych skutków czynności prawnej.
Art. 74.
§ 1. If a written, documentary or electronic form is prescribed without the sanction of nullity, the effect shall be that, in the case of failure to observe the prescribed form, evidence from witnesses or from hearing the parties shall not be admissible in a dispute concerning the fact of performance of the action. This provision shall not apply if the prescription of the written, documentary or electronic form is reserved only to produce specific effects of the legal act.
§ 2. However, despite the failure to observe the written, documentary or electronic form foreseen for the purposes of evidence, the testimony of witnesses or the hearing of the parties is admissible if both parties agree, it is demanded by a consumer in a dispute with an entrepreneur or the occurrence of the legal action is rendered probable by means of a document.
§ 3. If written, documentary or electronic form is prescribed for the declaration of one of the parties, in the event of failure to observe such form, evidence of the testimony of witnesses or the hearing of the parties as to the fact of the performance of the action shall also be admissible at the request of the other party.
§ 4. The provisions on the consequences of failure to observe a written, documentary or electronic form provided for the purposes of evidence shall not apply to legal transactions in relations between entrepreneurs.
Art. 76.
If the parties have stipulated in the contract that a given legal transaction between them is to be performed in a particular form, such transaction shall be effective only if the stipulated form is observed. However, if the parties have stipulated that the act is to be performed in writing, in a documentary or in an electronic form, without specifying the consequences of failure to observe the form, in case of doubt it shall be deemed that the form was stipulated solely for the purposes of evidence.
Art. 77.
§ 1. Supplementation or amendment of the contract shall be in such form as the law or the parties have provided for its conclusion.
§ 2. If the agreement has been concluded in writing, in a documentary or in an electronic form, its termination with the consent of both parties, as well as withdrawal from it or its termination shall require the preservation of the documentary form, unless an Act of Parliament or the agreement prescribes another form.
§ 3. If the agreement has been concluded in another special form, its termination with the consent of both parties shall be in such form as an Act of Parliament or the parties have provided for its conclusion, while withdrawal from it or its termination shall be confirmed in writing.
Art. 77. (1)
§ 1. Where a contract which has been entered into between entrepreneurs without observing the written form is promptly confirmed by one party in a letter addressed to the other party, and the letter contains amendments or additions to the contract which do not materially alter its content, the parties shall be bound by the contract with the content specified in the confirmation letter, unless the other party has promptly objected to this in writing.
§ 2. Where a contract entered into between entrepreneurs without maintaining documentary form is confirmed by one party immediately in a document addressed to the other party, and the document contains amendments or additions to the contract which do not materially alter its content, the parties shall be bound by the contract with the content specified in the confirmation document, unless the other party has objected to this immediately in the document.
Art. 77 (2)
To maintain the documentary form of a legal transaction it is sufficient to make a declaration of will in the form of a document in a way which makes it possible to determine the person making the declaration.
Art. 77 (3)
A document is an information carrier allowing one to get acquainted with its contents
Art. 78.
§ 1. To maintain the written form of a legal transaction it shall be sufficient to place one's own signature on a document containing a statement of intent. To conclude a contract it shall be sufficient to exchange documents comprising declarations of will, each of which is signed by one of the parties, or documents, each of which comprises a declaration of will of one of the parties and is signed by that party.
§ 2. (repealed).
Art. 84.
§ 1. In the event of a mistake as to the contents of a legal action, one may avoid the legal effects of one's declaration of will. If, however, the declaration of will was made to another person, one may avoid its legal effects only if the mistake was caused by that other person, even if through no fault of their own, or if they knew about the mistake or could easily notice it; this restriction shall not apply to a gratuitous legal transaction.
§ 2. Only a mistake that justifies a presumption that if the person making the declaration of will had not acted under the influence of the mistake and assessed the matter reasonably, he would not have made such a declaration (material mistake) may be invoked.
Art. 85.
Distortion of a declaration of will by the person used to send it shall have the same effects as a mistake in making the declaration.
Art. 86.
§ 1. If a mistake has been fraudulently induced by the other party, the legal effects of a declaration of will made under the influence of a mistake may be avoided also when the mistake was not material, as well as when it did not concern the content of the legal transaction.
§ 2. Fraud on the part of a third party is tantamount to fraud on the part of a party if the party knew about the fraud and did not notify the other party about it, or if the legal transaction was free of charge.
Art. 87.
Whoever has made a declaration of will under duress by the other party or a third person, may avoid the legal effects of his declaration if the circumstances indicate that he could have feared that he himself or another person is under a serious threat of personal or material danger.
Art. 88.
§ 1. Avoidance of legal effects of a declaration of will, which was made to another person under the influence of mistake or duress, shall be effected by a declaration made to this person in writing.
§ 2. The right to avoid expires in the case of a mistake - upon the lapse of one year from its discovery, and in the case of duress - upon the lapse of one year from the moment when the fear ceased.
Art. 99.
§ 1. If a special form is necessary for a legal transaction to be valid, a power of attorney to perform the transaction should be granted in the same form.
§ 2. A general power of attorney shall be granted in writing on pain of nullity.
Statute of limitations
Art. 117.
§ 1. Subject to the exceptions provided by an Act of Parliament, wealth claims are subject to a statute of limitations.
§ 2. Upon expiry of the limitation period, the person against whom a claim is made may avoid having to satisfy it unless she waives the benefit of the defence of limitation. However, the waiver of a defence of limitation before it expires shall be null and void.
§21. After the expiry of the limitation period, no satisfaction may be claimed against a consumer.
§ 3 (repealed)
Art. 117. (1)
§ 1. W wyjątkowych przypadkach sąd może, po rozważeniu interesów stron, nie uwzględnić upływu terminu przedawnienia roszczenia przysługującego przeciwko konsumentowi, jeżeli wymagają tego względy słuszności.
§ 2. Korzystając z uprawnienia, o którym mowa w § 1, sąd powinien rozważyć w szczególności:
- długość terminu przedawnienia;
- długość okresu od upływu terminu przedawnienia do chwili dochodzenia roszczenia;
- charakter okoliczności, które spowodowały niedochodzenie roszczenia przez uprawnionego, w tym wpływ zachowania zobowiązanego na opóźnienie uprawnionego w dochodzeniu roszczenia.
Art. 118.
Unless otherwise provided in a particular provision, the limitation period is six years, and for periodic claims and claims related to business activity - three years. However, the end of the limitation period shall expire on the last day of a calendar year, unless the limitation period is less than two years.
Art. 119.
Limitation periods may not be shortened or extended by a legal action.
Art. 120.
§ 1 The limitation period shall begin to run on the day on which the claim has become due. If the due date of a claim depends on taking specific actions by the right-holder, the period shall begin on the day when the claim would have become due if the creditor had taken action at the earliest possible date.
§ 2 The. limitation period for claims to cease and desist shall commence on the day when the person against whom the claim is made has failed to comply with content of the claim.
Art. 121.
The limitation period shall not begin to run and once it has, it shall be suspended:
- as regards claims which the children have against their parents - for the duration of the parental authority;
- as regards claims by persons not having full capacity to perform legal actions against persons having custody or guardianship - for the duration of their custody or guardianship;
- as regards a claim of one spouse against the other - for the duration of the marriage;
- in respect of any claim which for reasons of force majeure the holder cannot enforce before a court or other authority responsible for hearing the cases of the type in question - for the duration of the obstacle.
Art. 123.
§ 1 The limitation period shall be interrupted:
- by any action before a court or other authority empowered to hear cases or enforcing claims of a particular type or before an arbitration tribunal, taken directly to assert or establish, or to satisfy or secure a claim;
- by recognition of the claim by the person against whom the claim is made; by initiating mediation.
§ 2 (repealed)
Art. 124.
§ 1. After each interruption, the limitation period shall run afresh.
§ 2. If the limitation period is interrupted by an action before a court or other authority empowered to hear cases or enforce claims of a given type or before an arbitration tribunal or by initiating mediation, the limitation period shall not begin to run afresh until the proceedings have been completed.
Art. 125.
§ 1. A claim established by a final decision of a court or other authority called upon to hear cases of the type in question, or an arbitration award, as well as a claim founded on a settlement concluded before a court or an arbitration tribunal or a settlement concluded before a mediator and approved by a court shall be subject to a limitation period of six years. If the claim thus established involves periodic obligations, the claim for performance of a periodic obligation due in the future shall be subject to a limitation period of three years.
§ 2 (repealed)
Transfer of ownership
Art. 155.
§ 1 Contract of sale, exchange, donation, transfer of immovable property or any other agreement imposing the obligation to transfer the ownership of specific piece of property transfers the property to the acquirer, unless a specific provision provides otherwise or that the parties have agreed otherwise.
§ 2. If fungible goods are the object of the contract obliging to transfer ownership, for the transfer of ownership it is necessary to transfer possession of the goods. The same shall apply where future items are the object of a contract obliging to transfer ownership.
Art. 156.
If the contract transferring ownership is concluded in performance of an obligation arising from a contract previously concluded for the transfer of ownership, from an ordinary bequest, from unjustified enrichment or from any other event, the validity of the contract transferring ownership depends on the existence of that obligation.
Obligations: general provisions
Art. 353. (1)
Contracting parties may arrange the legal relation as they see fit, so long as its content or purpose is not contrary to the character (nature) of the relationship, an Act of Parliament or the principles of social coexistence.
Art. 354.
§ 1. A debtor should perform the obligation in accordance with its content and in a manner consistent with its socio-economic purpose and the principles of social coexistence, and where there are established customs - also in a manner consistent with those customs.
§ 2. In the same manner, the creditor should cooperate in the performance of the obligation.
Art. 355.
§ 1 The debtor is obliged to exercise the diligence generally required in relations of the given kind (due care).
§ 2 Due care required from the debtor in the conduct of his business activity shall be determined with taking into account the professional nature of this activity.
Art. 356.
§ 1 The creditor may demand personal performance from the debtor only if it results from the content of the legal action, from an Act of Parliament or from the nature of the obligation.
§ 2 When a pecuniary claim is due, the creditor may not refuse to accept service from a third party, even if he acts without knowledge of the debtor.
Art. 357.
If the debtor is obliged to provide items the quality of which is not indicated by applicable provisions or by a legal action and it is not clear from the circumstances, then the debtor should provide items of average quality.
Art. 357. (1)
If, due to an extraordinary change in the relations, the fulfilment of the obligation would be combined with undue hardship or would expose one of the parties to the risk of a grave loss and which the parties did not foresee when the contract was concluded, the court may, after weighing the interests of the parties, in accordance with the principles of social coexistence, determine the manner in which the obligation is to be performed, the amount of the consideration, or even rule on the termination of the contract. When terminating the contract the court may, where appropriate, rule on the settlement of accounts between the parties, in accordance with the principles set out in the preceding sentence.
§ 2 (repealed)
Art. 359.
§ 1. Interest on a sum of money is due only if provided so in the legal action or an Act of Parliament, a court decision or a decision of other competent authority.
§ 2. If the amount of interest is not otherwise specified, statutory interest at a rate equal to the sum of the reference rate of the National Bank of Poland and 3.5 percentage points shall be due.
§21 The maximum annual amount of interest resulting from a legal action may not exceed twice the percentage rate of interest statutory interest (maximum interest).
§22 If the amount of interest resulting from a legal action exceeds the amount of the maximum interest, the maximum interest shall be due.
§23. Contractual provisions may not exclude or limit the provisions of on maximum interest, also in the event of a choice of foreign law. In such a case, the provisions of the Act shall apply.
§ 3 (repealed)
§ 4 The Minister of Justice shall announce, by way of a notice, in the Journal Official Journal of the Republic of Poland "Monitor Polski", the amount of statutory interest.
Art. 361.
§ 1. The person liable for compensation shall be liable only for the normal consequences of the act or omission from which the damage resulted.
§ 2. Within the above limits, in the absence of a provision to the contrary in an Act of Parliament or the contract, compensation for damage shall include the loss which the injured party has suffered and the profits that he might have achieved had the damage not been caused to him.
Art. 362.
If the injured person has contributed to causing or increasing the damage, the obligation to compensate for the damage shall be reduced proportionately to the circumstances and in particular to the degree of fault of both parties.
Art. 363.
§ 1. Reparation of the damage shall be made at the option of the injured party, either by restoring the previous state of affairs or by paying an appropriate sum of money. However, if the restoration would be impossible or would entail excessive difficulties or costs for the obliged party, the injured party's claim shall be limited to monetary compensation.
§ 2. If compensation for damage is to be made in money, the amount of compensation should be determined at level of prices prevailing on the date when the compensation is determined, unless special circumstances require that prices existing at another time be taken as that basis.
General provisions concerning reciprocal contracts
Art. 388.
§ 1. If one of the parties, taking advantage of the other party's forced position, infirmity or inexperience, accepts or reserves for himself or a third party, in exchange for his own obligation, an obligation whose value at the time of the conclusion of the contract exceeds the value of his own obligation to a gross degree, the other party may demand that his obligation be reduced or that the benefit due to him be increased, and if both would be excessively difficult, he may demand that the contract be voided.
§ 2. The above rights shall expire after two years from the date of conclusion of the contract.
Consequences of non-performance
Art. 471.
The debtor is obliged to compensate for damage resulting from the non-performance or improper performance of an obligation, unless the non-performance or improper performance is due to circumstances for which the debtor is not responsible.
Art. 472.
Unless a specific provision of an Act of Parliament or a legal action provides otherwise, the debtor shall be liable for failure to exercise due care.
Art. 475.
§ 1. If performance has become impossible due to circumstances for which the debtor is not responsible, the obligation shall expire.
§ 2. If the item which is the object of the performance has been disposed of, lost or damaged, the debtor is obliged to hand over everything he has obtained in exchange for the item or as to compensate for the damage.
Art. 476.
The debtor is in default if he fails to perform within a specified time or, if the time limit is not specified, if he fails to perform immediately when summoned to do so by the creditor. This shall not apply where the delay in performance is attributable to circumstances for which the debtor is not responsible.
Art. 477.
§ 1. In the event of the debtor's delay, the creditor shall be entitled, irrespective of the performance of the obligation, to claim compensation for damage caused by the delay.
§ 2. However, if the performance has lost all or most of its significance for the creditor as a result of the debtor's delay, the creditor may refuse to accept the performance and claim compensation for damage resulting from non-performance.
Performance and consequences of non-performance of obligations under reciprocal contracts
Art. 488.
§ 1. Obligations arising out of reciprocal contracts (reciprocal obligations) should be performed simultaneously, unless the contract, an Act or Parliament, a court ruling or a decision of other competent authority provides that one of the parties is obliged to perform first.
§ 2. If the reciprocal obligations should be fulfilled simultaneously, each party may withhold performance until the other party has offered [to perform] the reciprocal obligation.
Art. 491.
§ 1. If one of the parties is in delay in performing obligations under a reciprocal contract, the other party may set an appropriate extension for the performance, specifying that in the event of unsuccessful expiry of the time limit set, she shall be entitled to withdraw from the contract. She may also, without setting an additional time period or after its ineffective expiry, demand performance of the obligation and compensation for damage resulting from the delay.
§ 2 Where the obligations of both parties are divisible and one of the parties commits delay of only a part of the performance, the other party's right of withdrawal is limited, at its option, either to that part or to the rest of the unfulfilled performance. That party may also withdraw from the contract completely if partial performance would be irrelevant to him due to the nature of the obligation or because of its intended purpose for the contract known to the party in default.
Art. 493.
§ 1. If one of the reciprocal obligations has become impossible to perform due to circumstances for which the obliged party is responsible, the other party may, at his option, either claim compensation for damage arising from the non-performance, or withdraw from the contract.
§ 2 In the event of partial impossibility of performance by one party, the other a party may withdraw from a contract if partial performance would be irrelevant to her due to the nature of the obligation or due to the purpose of the contract intended to that party and as known to the party whose performance has become partly impossible.
Art. 494.
§ 1 The party withdrawing from a reciprocal contract shall be obliged to return to the other party everything which it has received from him under the contract, and the other the party is obliged to accept it. A party who withdraws from a contract may require not only to be reimbursed for what it has provided, but also based on general principles of compensation for damage resulting from non-performance of an obligation.
§ 2 The return of the performance to the consumer should take place without delay.
Art. 495.
§ 1. If one of the reciprocal obligations has become impossible due to circumstances for which neither party is responsible, the party obliged to perform may not demand performance of the reciprocal obligation, and he has already received it, he is obliged to reimburse them in accordance with the provisions of on unjust enrichment.
§ 2. If the performance of one of the parties has become impossible only in part, that party loses the right to a corresponding part of the reciprocal obligation. However, the other party may withdraw from the contract if partial performance would be irrelevant to him due to the nature of the obligation or due to the intended purpose of the contract as known by that party whose performance has become partially impossible.
Art. 496.
If, as a result of withdrawing from the contract, the parties are to return benefits resulting from performance of reciprocal obligations, each shall have a right of retention so long as the other party does not offer to return the benefit or secure a claim for reimbursement.
Set-off
Art. 498.
§ 1 When two persons are simultaneously indebted to each other and creditors, each may set off its claim against the claim of the other party, if the object of both claims is money or property of the same quality designated only as to type, and both claims are due and may be asserted before a court or other public authority.
§ 2 As a result of the set-off, both debts are mutually reduced by the amount of the lower claim.
Art. 499.
Set-off shall be effected by a declaration to the other party. The declaration shall have retroactive effect from the time when the set-off became possible
Art. 505.
The following may not be set-off:
- non-seizable claims;
- claims for the provision of means of subsistence;
- claims arising from torts;
- claims in respect of which set-off is excluded by the provisions of specific.
Sale
Art. 535.
By a sales contract, the seller undertakes to transfer to the buyer the ownership of the goods and deliver them to the buyer, and the buyer undertakes to collect and pay the price to the seller.
§ 2 (repealed)
Art. 536.
§ 1. The price may be set by indicating the basis for its determination.
§ 2. If it appears from the circumstances that the parties had regard to the price adopted in relations of a particular kind, it shall be presumed, in case of doubt, that the relevant price was the price at the time and place at which the goods are to be delivered to the buyer.
Art. 537.
§ 1. If at the time and place of conclusion of the contract of sale there is an order which, for things of a certain type or grade only a specific price may be paid (fixed price), this price shall bind the parties irrespective of the price agreed in the contract.
§ 2. A seller who has received a price higher than the fixed price shall refund the difference to the buyer.
§ 3. The buyer who according to the contract was to pay a price lower than the fixed price, and used or resold the item at a price calculated on the basis of the price contracted, shall only be obliged to pay the fixed price if, prior to the wear and tear or resale of the item, he knew of the fixed price or could have known of it if exercising due diligence. A buyer who has neither used up the goods nor resold, may withdraw from the contract.
Art. 538.
If, at the time and place of conclusion of the sales contract, there is an order that for goods of a given kind or grade there shall be no price paid higher than the price specified (maximum price), the buyer is not obliged to pay the higher price and the seller who received the higher price, shall be obliged to refund the difference to the buyer.
Art. 539.
If, at the time and place of conclusion of the sales contract, there is an order that for goods of a given kind or grade there shall be paid a price not lower than the price specified (minimum price), the seller who received a lower price shall be entitled to claim payment of the difference.
Art. 540.
§ 1. If the competent state authority has determined how the seller is to calculate the price for an item of a particular kind or grade (resulting price) depending on the nature of such a price fixed or maximum price provisions shall apply.
§ 2. In the event of a dispute as to the correctness of the calculation of the resulting price, the price will be determined by the court.
Art. 541.
The seller's claim for payment of the price difference resulting from fixed, maximum, minimum or result price provisions as well as the buyer's claim for reimbursement of the price difference shall be time-barred one year from the date of payment.
Art. 543.
Displaying goods at the place of sale to the public with price indication shall be deemed to constitute an offer of sale.
Art. 543. (1)
§ 1. If the buyer is a consumer, the seller is obliged to deliver without delay the goods to the buyer, no later than thirty days from the date of conclusion of the contract, unless the contract provides otherwise.
§ 2. In the case of delay on the part of the seller, the buyer may fix an additional time limit for delivery of the thing, and upon the ineffective lapse of such time limit may withdraw from the contract. The provisions of Art. 492, Art. 4921 and Art. 494 shall apply.
Art. 544.
§ 1. Where the thing sold is to be forwarded by the seller to a place which is not the place of performance, delivery shall, in case of doubt, be deemed to have been effected when, in order to deliver the thing to its destination, the seller has entrusted it to a carrier engaged in the carriage of such goods.
§ 2. However, the buyer shall not be obliged to pay the price until the item has arrived at its destination and the buyer has had an opportunity to examine it.
Art. 545.
§ 1. The manner of delivery and acceptance of the goods sold should ensure their integrity and inviolability; in particular the manner of packaging and carriage should correspond to the characteristics of the goods.
§ 2. If the goods sold are sent to the place of destination by a carrier, the buyer is obliged to examine the consignment at the time and in the manner usual for consignments of this type; if he finds that during transport there was a loss or damage to the goods, he is obliged to take all steps necessary to determine the liability of the carrier.
Art. 546.
§ 1. The seller is obliged, prior to the conclusion of the contract, to provide the buyer with necessary explanations as to the legal and factual relations concerning the item.
§ 2. The seller is obliged to hand over documents in his possession which relate to the item. If the content of such a document also relates to other items, the seller shall issue a certified extract from the document. In addition, if this is necessary for the proper use of the item for its intended purpose, the seller shall include instructions and provide explanations on how to use the item.
Art 546. (1)
§ 1. If the buyer is a consumer, the seller is obliged, prior to the conclusion of the contract, to provide him with clear, comprehensible and not misleading information in Polish, sufficient for the proper and full use of the item sold. In particular, the following should be stated: the type of item, the specification of its manufacturer or importer, the safety mark and the mark of conformity required under separate provisions, information about the admission to trading in the Republic of Poland and, according to the type of item, specification of its energy efficiency, as well as other data indicated in separate provisions.
§ 2. If an item is sold as a single unit package or in a set, the information referred to in § 1 should appear on the item sold or be permanently attached to it. In all other cases, the seller shall display at the place of sale information which may be limited to the nature of the item, its main characteristic and an indication of the manufacturer or importer of the item.
§ 3. The seller is obliged to provide at the place of sale appropriate technical and organizational conditions to enable the selection of the item sold and verify its quality, completeness and operation of the main mechanisms and basic components.
§ 4. At the buyer's request the seller is obliged to explain the meaning of individual provisions of the contract.
§ 5. The Seller is obliged to deliver to the Buyer together with the sold item all elements of its equipment and instructions for use, maintenance and other documents required by separate regulations, drawn up in the Polish language.
Art. 547.
§ 1. If neither the contract nor the orders specifying the price provide who shall bear the costs of delivering and collecting the item, in particular the costs of measuring or weighing and packaging, insurance for the time of carriage and the costs of shipping the goods, and the costs of collection, these costs shall be borne by the buyer.
§ 2. If the thing is to be sent to a place which is not the place performance, insurance and postage costs shall be borne by the purchaser.
§ 3. Costs not mentioned in the preceding paragraphs shall be borne by both parties 50/50.
Art. 548.
§ 1. At the moment of delivery of the item sold, the benefits and burdens of the property and the risk of accidental loss or damage to goods shall be transferred to the buyer.
§ 2. If the parties have stipulated a different time for the transfer of benefits and burdens, in case of doubt, the risk of accidental loss or damage to the goods shall be transferred to the buyer at the same time.
§ 3. If the item sold is to be sent by the seller to the buyer who is a consumer, the risk of accidental loss or damage to the item is transferred to the buyer when it is handed over to the buyer. The item shall be deemed to have been handed over by the seller to the carrier if the seller had no influence on the buyer's choice of carrier. Provisions less favourable to the buyer shall be null and void.
Art. 549.
If the buyer has reserved the right to designate the shape, dimension or other properties of the goods or the time and place of delivery, and shall be in default with making the designation, the seller may:
- exercise the rights which the creditor is entitled to in the event of delay of the debtor in the fulfilment of the reciprocal obligation, or
- make the designation itself and communicate it to the buyer by designating a reasonable period of time for him to deviate; upon expiry of the time limit, the designation made by the seller shall become shall be binding on the buyer.
Art. 550.
If the sales contract reserves to the buyer exclusivity or in such a way that the seller will not supply items of a particular kind to other person, or so that the buyer will be the sole reseller of the goods purchased in the prescribed area, the seller may not to the extent that exclusivity has been reserved, neither indirectly nor indirectly conclude sales contracts which might infringe the exclusivity to which the purchaser is entitled.
Art. 551.
§ 1. If the buyer is in default in taking delivery of the goods sold, the seller may give the goods for safekeeping at the expense of and at the buyer's risk.
§ 2. The seller may also sell the item for the account of the buyer, however, first set the buyer an additional period of time to collect, unless it is impossible to set a time limit or unless the item is at risk of becoming spoiled or would otherwise be at risk of damage. The seller must notify the buyer of the sale without delay.
Art. 552.
If the buyer is in default of payment of the price for the delivered part of the goods sold or if, in view of his economic situation, it is questionable whether the payment of the price for part of the items to be delivered later, shall occur within the time limit, the seller may refrain from supplying further instalments of the items sold by setting a reasonable time limit for the buyer to provide a payment security and, after the expiry of the set time limit, it may withdraw from the contract.
Art. 554.
Claims for sales made in the course of business of the seller's undertaking, claims by craftsmen on such account and claims by farmers in respect of the sale of agricultural products and forestry shall be subject to a limitation period of two years.
Art. 555.
The provisions on the sale of goods shall apply mutatis mutandis to the sale of energy, rights and water.
Supply
Art. 605.
By a supply contract the supplier undertakes to produce of goods specified only according to their kind and to deliver them in instalments or periodically, and the customer undertakes to take delivery of the goods and to pay the price.
Art. 606.
A supply contract should be made in signed writing.
Art. 607.
If the raw materials or materials necessary for the performance of the object of the supply and delivered by the customer are unsuitable for proper production of the object of the supply contract, the supplier shall notify the customer without delay.
Art. 608.
§ 1. If the contract stipulates that the production of the items ordered is to be made from raw materials of a specified kind or origin, the supplier shall notify the recipient of their preparation for production and shall allow the customer to check their quality.
§ 2. If the contract stipulates that the production of the ordered items shall be performed in a specified manner, the supplier shall be obliged to allow the customer to checking the production process.
Art. 609.
The supplier shall be liable under the warranty for defects in the physical condition of the items supplied also in the event that the manufacture of the goods in the manner specified by the customer or according to the technical documents provided by the customer, unless the supplier, despite having exercised due care, could not have detected the defect in the production method or in the technical documents or that the customer, despite the supplier drawing his attention to the abovementioned defects, insisted on his production method or technical documents.
Art. 610.
If a supplier delays in starting production of the object of the supply, or individual parts thereof, to such an extent that it is not is probable that he will be able to deliver them in the agreed time, the customer may, without granting an extension, withdraw from the contract before the expiry of deadline for delivery of the object of supply.
Art. 611.
If during the manufacture of the object of the supply it becomes apparent that the supplier manufactures the object defectively or in a manner contrary to the contract, the customer may request the supplier to change the manufacturing process by granting the supplier an appropriate deadline and, on the expiry of that deadline, withdraw from the contract.
Art. 612.
In matters not regulated by this Title, the rights and obligations of the supplier and the recipient shall apply mutatis mutandis about the sale.
Contract farming contract
Art. 613.
§ 1. Under a cultivation contract, the agricultural producer undertakes to produce and deliver to the contracting party a specified quantity of agricultural products of a specified type, and the contracting party undertakes to collect the products within an agreed time limit, pay the agreed price and provide a specified additional performance if the contract or specific provisions provide for an obligation to complete such performance.
§ 2. The quantity of agricultural products may be defined in the contract also by the area from which the products are to be harvested.
§ 3. Provisions regarding sale at fixed, maximum, minimum and result prices shall apply accordingly.
§ 4. An agricultural producer is also understood as a group of agricultural producers or their association and a farmers' cooperative within the meaning of the Act of 4 October 2018 on farmers' cooperatives (Journal of Laws, item 2073) or their association.
Art. 614.
If the object of cultivation is to be produced on a farm operated by several persons jointly, the liability of such persons to the contracting party shall be joint and several.
Art. 615.
Additional benefits from the contracting party may, in particular, consist in: 1) providing the producer with the opportunity to acquire certain means of production and obtain financial assistance; 2) agrotechnical and zootechnical assistance; 3) cash bonuses; 4) bonuses in kind.
Art. 616.
A cultivation contract should be concluded in signed writing.
Art. 617.
The contracting party shall be entitled to supervise and control the performance of the contract farming contract by the producer.
Art. 618.
The producer’s obligation should be fulfilled at the place of production of the contracted products, unless the contract provides otherwise.
Art. 619.
Repealed
Art. 620.
If the object of the contract farming contract is divisible, the contracting party may not refuse to accept partial performance, unless otherwise stipulated.
Art. 621.
The provisions on the sale warranty shall apply mutatis mutandis to the warranty for physical and legal defects of the object of cultivation and means of production delivered to the producer by the contracting party, with the reservation that the contracting party has the right to withdraw from the contract due to physical defects of the object of contract farming only if the defects are significant.
Art. 622.
§ 1. If as a result of circumstances for which neither party is responsible, the producer is unable to deliver the object of contract farming, he is obliged only to repay the advances and bank credit received.
§ 2. The parties may stipulate in the contract the conditions for repayment of advances and credit more favourable to the producer.
Art. 623.
If a cultivation contract imposes on the producer an obligation to notify by a certain time limit of his inability to deliver the object of contract farming due to circumstances for which the producer is not responsible, the producer's failure to do so shall exclude the possibility of relying on those circumstances. This shall not apply, however, if the contracting party was aware of such circumstances or if they were widely known.
Art. 624.
§ 1. The reciprocal claims of the producer and the contracting party shall be time-barred after the expiry of two years from the date of the producer's performance and, if the producer's performance has not been performed, from the date on which it should have been performed.
§ 2. If the producer's performance was performed in instalments, the limitation shall run from the day on which the last instalment was performed.
Art. 625.
If, after conclusion of a contract farming contract, the producer's farm is transferred to another person, the rights and obligations under that contract shall be transferred to the new holder. However, this shall not apply if the transfer of possession followed a purchase of the farm for a consideration and the purchaser did not know and, despite exercising due care, could not have known of the existence of the contract farming contract.
Art. 626.
§ 1. If, after the conclusion of a cultivation contract, the producer contributed his farm to an agricultural production cooperative, the cooperative shall assume the rights and obligations of the producer unless the state of the contributed farm precludes it.
§ 2. If the condition of a producer's farm at the time of his accession to a cooperative does not allow for the execution of a contract farming contract by the cooperative, the contract shall expire and the producer shall be obliged to return the advance payments and bank credits obtained; other benefits under the contract shall be returned by the producer to the extent that he has not used them to perform the contract.
§ 3. If the producer, after joining the cooperative, makes the equipment of the contracted harvest individually, he shall be solely responsible for the performance of the cultivation contract.
Agency contract
Art. 758.
§ 1. By an agency contract, the recipient of the order (agent) undertakes, within the scope of his business, to act as a permanent intermediary, for remuneration, when concluding contracts with clients for the benefit of the undertaking giving the order or to conclude them on its behalf.
§ 2. The agent is entitled to conclude contracts on behalf of the principal and to receive representations on behalf of him only if he has the authorization to perform these acts.
Art. 758. (1)
§ 1. If the method of remuneration is not specified in the contract, the agent is due a commission.
§ 2. A commission is a remuneration whose amount depends on the number or value of the contracts concluded.
§ 3. In the absence of an agreement on the level of the remuneration, the commercial agent is entitled to the remuneration that is customarily allowed in the place where he carries on his activities and, in the absence of such customary practice, to a reasonable remuneration taking into account all the circumstances directly related to the performance of the activities assigned to him.
Art. 758. (2)
Either party may request from the other a written confirmation of the content of the contract and provisions amending or supplementing it. The waiver of this right is null and void.
Art 759.
In case of doubt, the agent shall be presumed to be authorised to accept for the principal payments for services which he performs on the principal's behalf, and to accept for him services for which he pays, as also to receive notices of defects and declarations concerning the performance of a contract which he has concluded on behalf of the principal.
Art. 760.
Each party is obliged to remain loyal to the other.
Art. 760. (1)
§ 1. The agent is obliged, in particular, to provide all information relevant to the principal and to comply with his guidance justified in given circumstances and to undertake, within the scope of the agency, the actions necessary to protect the rights of the principal.
§ 2. Provisions of the contract which are contrary to the content of § 1 are null and void.
Art. 760. (2)
§ 1. The principal shall provide the agent with documents and information necessary for a proper performance of the contract.
§ 2. The principal shall within reasonable time notify the agent of accepting or rejecting the offer to conclude a contract and of not performing a contract which the agent has brokered or concluded on behalf of the principal.
§ 3. The principal is obliged to notify the agent within a reasonable time that the number of commercial transactions or the value of their object will be significantly lower than that which the commercial agent could normally have expected.
§ 4. Provisions of a contract which are contrary to the content of § 1-3 are null and void.
Art. 760. (3)
Where an agent concluding a contract on behalf of the principal does not have the authorization to perform or exceeds its scope, the contract shall be deemed to be confirmed if the principal upon becoming aware of the conclusion of the contract does not, without delay, state to the customer that he does not confirm the contract.
Art. 761.
§ 1. The agent may claim commission on contracts concluded during the duration of the agency contract, if their conclusion has come about as a result of his activities or if they have been concluded with customers acquired by the agent previously for contracts of the same type.
§ 2 Where an agent has been granted exclusive rights in relation to a specific customer group or geographical area, and during the term of the agency a contract concluded with a customer from that group or area without the agent being involved, the agent may claim a commission on that contract. The principal shall be obliged to give reasonable notice to the agent of the conclusion of such an contract.
Art. 761. (1)
§ 1. The agent may claim commission on a contract concluded after termination of the agency contract if - provided that the conditions of Art. 761 are fulfilled - the offer to conclude the contract has been received by the principal or agent from the customer before termination of the agency contract.
§ 2. The agent may claim commission on a contract concluded after the termination of the agency contract also if it was concluded predominantly as a result of his activities during the term of the agency contract and at the same time within a reasonable time of its termination.
Art. 761. (2)
An agent may not claim the commission referred to in Art. 761 if this commission is due under Art. 7611 to the previous agent, unless it appears from the circumstances that considerations of equity militate in favour of apportioning the commission between the two agents.
Art. 761. (3)
§ 1. In the absence of a contrary provision in the agency contract, the agent shall become entitled to the commission from the moment when the principal should, in accordance with the contract with the customer, perform the obligation, either actually performed it or it has been performed by the customer. However, the parties may not agree that the agent acquires the right to the commission later than when the customer performed the obligation or should have performed it had the principal performed his.
§ 2. If the contract concluded between the principal and the customer is to be performed in parts, the agent shall become entitled to the commission gradually as the contract is performed.
§ 3 The claim for payment of the commission becomes due on the expiry of the last day of the month following the quarter in which the agent became entitled to the commission. A contractual provision less favourable to the agent shall be null and void.
Art. 761. (4)
An agent may not claim the commission where it is clear that the contract with the customer will not performed due to circumstances for which the principal is not be responsible, and if the commission has already been paid to the agent, it shall be refunded. A provision of the agency contract less favourable to the agent is null and void.
Art. 761. (5)
§ 1 The principal shall submit to the agent a statement detailing the commission due to him no later than the last day of the month following the quarter in which the agent became entitled to the commission. This statement should indicate all data underlying the calculation of the commission payable. A provision in an agency contract less beneficial to the agent is null and void.
§ 2. The agent may request access to the information necessary to determine whether the amount of commission due to him had been correctly calculated, in particular, he may require extracts from the principal's accounts or demand that access to and an extract from the books be provided to an expert auditor chosen by the parties. A provision in the agency contract less beneficial to the agent is null and void.
§ 3. If the information referred to in § 2 is not made available to the agent, the agent may request access to them by way of a claim brought within six months of the request being made to the principal.
§ 4. Should the parties fail to reach an agreement on the appointment of an expert auditor referred to in § 2, the agent may claim, by way of claim brought within six months of the date of notification of the request to the principal that access to and an extract from the books be provided by a court appointed expert.
Art. 761. (6)
The provisions of Art. 761 to 7615 shall apply where the commission is all or part of the remuneration, unless the parties have agreed to apply these provisions to a different type of remuneration.
Art. 761. (7)
§ 1. An agency contract concluded in signed writing may stipulate that the agent, for a separate fee (commission del credere), to the extent agreed, is liable for the performance of the customer’s obligations. Unless the contract provides otherwise, the agent shall be responsible for ensuring that the customer performs the obligation. If the written form is not observed, the agency contract shall be deemed to have been concluded without this reservation.
§ 2. The agent's liability may relate only to a specific contract or contracts with a named customer he has either brokered or concluded on behalf of the principal.
Art. 762.
In the absence of a contractual provision to the contrary, the agent may claim reimbursement of expenses incurred in carrying out the order only to the extent that they were justified and insofar as they exceed the amount usual in the circumstances of the case.
Art. 763.
To secure a claim for remuneration and restitution of expenses and advances made to the principal, the agent shall be entitled to a statutory lien on the principal's goods and receivables received in connection with an agency contract, as long as those items are in his possession or in the possession of a person who holds them on his behalf, or as long as he can dispose of them by means of documents.
Art. 764.
A contract entered into for a fixed period and performed by the parties after expiry of the period for which it is concluded shall be deemed to be concluded for an indefinite duration.
Art. 764. (1)
§ 1. A contract concluded for an indefinite period may be terminated with one month’s notice in the first year, two months’ notice in the second year and three months’ notice in the third and subsequent years of the duration contracts. Statutory notice periods may not be shortened.
§ 2 The statutory notice periods may be contractually extended, except that the period fixed for the principal shall not be shorter than that fixed for the agent. An extension of time for an agent shall result in an equal extension for the principal.
§ 3 Unless otherwise specified in the contract, the period of notice shall expire at the end of the calendar month.
§ 4. The provisions of §§ 1 to 3 shall apply to a contract entered into for a limited duration and transformed by virtue of Art. 764 into a contract for an indefinite duration. The duration of a limited duration contract shall be taken into account when determining the period of notice.
Art. 764. (2)
§ 1 The agency contract, even if concluded for a limited duration, may be terminated without notice on account of failure of one of the parties to perform his obligations in whole or a in substantial part, and in the event of exceptional circumstances.
§ 2. If the termination is due to circumstances for which the other party is responsible, that party shall be obliged to make good the damage suffered by the terminating party as a result of the termination of the contract.
Art. 764. (3)
§ 1. Upon termination of the agency contract, the agent may demand from the principal an indemnification if, during the term of the agency contract he has acquired new customers or led to a significant increase turnover with existing customers and the principal continues to derive significant benefits from contracts with those customers. The agent is entitled to this claim if, taking into account all the circumstances, and in particular the loss of the agent's commission on the contracts concluded by the principal with those customers, considerations of equity are in favour.
§ 2 The indemnification may not exceed the amount of the agent's remuneration for one year, calculated on the basis of an average annual the remuneration received during the previous five years. If the agency contract has lasted less than five years, the remuneration shall be calculated taking into account the average from its whole duration.
§ 3. The receipt of the indemnification shall not deprive the agent of the possibility to claim damages in accordance with general principles.
§ 4 In the event of the agent's death, the indemnification referred to in paragraph 1, may be claimed by his heirs.
§ 5. The possibility of asserting a claim for indemnification depends on the agent or his heirs' making the appropriate demand to the principal before the expiry of one year from the termination of the contract.
Art. 764. (4)
An agent is not entitled to indemnification if:
- the principal has terminated the contract as a result of circumstances for which the agent is responsible which justify termination without notice;
- the agent terminated the contract, unless the termination is justified by circumstances for which the principal is responsible, or is justified by the agent's age, infirmity or illness, and considerations of equity do not allow the agent to be required to continue to act as an agent;
- the agent transferred his contractual rights and obligations to another person with the consent of the principal.
Art. 764. (5)
Until the contract is terminated, the parties may not agree in a manner which departs to the detriment of the agent from the provisions of Art. 764 (3) and Art. 764 (4)
Art. 764. (6)
§ 1. The parties may, in writing under the sanction of nullity, restrict the agent's competitive activities for a period after the termination of the agency contract (non-compete). A restriction is valid if it concerns a customer group or a geographical area covered by the activity of the agent and the nature of the goods or services which are the subject of the contract.
§ 2. A restriction on competitive activity may not be reserved for more than two years after the termination of the contract.
§ 3 The principal shall be obliged to pay the agent an appropriate sum of money for the non-compete for the time of its duration, unless otherwise specified in the contract or the agency contract is terminated as a result of circumstances for which the agent is responsible.
§ 4 If the amount of the sum referred to in § 3 has not been determined, it shall be a sum commensurate with the benefit gained by the principal as a result of the restriction of competitive activities, and the agent's resulting loss of earning capacity.
Art. 764. (7)
The principal may, up to the date of termination of the contract, cancel the non-compete with the effect that, after a period of six months from the date of cancellation, he shall be released from his obligation to pay the sum, referred to in Art. 764 (6) § 3. and § 4. Revocation of the non-compete must be in signed writing, under sanction of nullity.
Art. 764. (8)
Where the agent terminates the contract due to circumstances for which the principal is responsible, he may exempt himself from the obligation to comply with the non-compete by submitting to the principal a signed written statement before the expiry of one month from the date of termination.
Art. 764. (9)
The provisions of this Title shall apply to a contract specified in Art. 758 § 1, concluded with an agent by a person who is not an entrepreneur, with the exception of Articles 761 to 761(2), Articles 761 (5) and 764 (3) to 764 (8).
Consignment
Art. 765.
By a consignment contract the consignment taker (consignee) undertakes for remuneration (commission) within the scope of his business activities to buy or sell movable property for the account of the principal (the consignor), but on its own behalf.
Art. 766.
The consignee shall deliver to the consignor everything that he obtained for him when performing the consignment, in particular he should transfer to him receivables which he has acquired for his account. These rights of the consignor shall be also effective against the creditors of the consignee.
Art. 767.
If the consignee has concluded a contract on terms more favourable than conditions stipulated by the consignor, the benefit obtained shall be to the consignor.
Art. 768.
§ 1. If the consignee has sold the item placed with him for sale for a price lower than the price indicated by the consignor, he shall pay the consignor the difference.
§ 2. If the consignee has acquired an item for a price higher than the price determined by the consignor, the consignor may, without delay on receipt of the notification on the performance of the consignment declare that he does not consider the action as having been carried out on his account; the absence of such a declaration shall be deemed to constitute consent to the higher price.
§ 3. The consignor may not demand payment of the price difference or refuse to agree to a higher price if the order could not be executed at the indicated price, and the conclusion of the contract has protected the consignor from loss.
Art. 769.
§ 1. If an item is in danger of deterioration and it is not possible to wait for the order of the consignor, the consignee shall be entitled, and if the interests of the consignor so requires - obliged to sell the item with due care. He shall inform the consignor of the sale without delay.
§ 2 If the consignor is in default in taking delivery of the item, the provisions on the consequences of a buyer's delay in accepting delivery of the item sold shall apply.
Art. 770.
§ 1. The consignee is not responsible for hidden physical defects of the item as well as for its legal defects if, prior to the conclusion of the contract, he made this known to the buyer. However, this exclusion of liability shall not concern defects in the goods of which the consignee knew or could easily have become aware of.
§ 2. The provision of § 1 shall not apply if the buyer is a consumer.
Art. 771.
A consignee who, without the authority of the consignor, has given credit or an advance to a third person, acts at his own risk.
Art. 772.
§ 1. The consignee shall acquire a claim for payment of commission from the moment when the consignor has received either the item or the price. If the contract is to be performed in instalments, the consignee shall gradually acquire a right to the commission.
§ 2. The consignee may demand a commission also if the contract has not been performed for reasons relating to the consignor.
Art. 773.
§ 1 To secure claims for commission and claims for reimbursement of expenses and advances granted to the consignor, as well as for the security of any other charges arising out of consignments orders, the consignee shall be entitled to a statutory lien on the property subject to the consignment, as long as the items are in his possession or in the possession of the person who holds them in his behalf, or as long as he can dispose of them by means of documents.
§ 2. The aforementioned dues may be satisfied from receivables acquired by the consignee for the account of the consignor, with priority over the creditors of the consignor.
§ 3 (repealed)
