Reseller Agreement in Poland: Template, Key Clauses and Local Law (2026)

A reseller buys products or services and resells them on its own account, which is different from an agent who sells in the supplier's name for a commission. Poland has no dedicated distribution statute, so a reseller agreement is an innominate contract shaped by freedom of contract, with the agency rules nearby as a caution and competition law setting firm limits on pricing. This guide covers the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Polish lawyer. ## What law governs a reseller agreement in Poland? A distribution or reseller contract is an unnamed contract (umowa nienazwana) under the Polish Civil Code (Kodeks cywilny) of 23 April 1964. It is valid under the freedom of contract in Article 353(1), so the parties set the terms, and general Civil Code rules on sale, performance and liability fill the gaps. Three legal points shape the drafting: - Distribution is not agency. A commercial agency contract (umowa agencyjna) is a named contract in Articles 758 to 764(9) of the Civil Code, and a terminated agent can claim a goodwill or equalisation indemnity (swiadczenie wyrownawcze) under Article 764(3). A reseller that buys and resells on its own account is not an agent and does not get that statutory indemnity, but courts look at the substance, so a tightly controlled reseller can be reclassified as an agent. Draft the relationship clearly.

• Competition law on pricing. The supplier must not fix the reseller's resale prices. Resale price maintenance breaches the Polish Act of 16 February 2007 on Competition and Consumer Protection and the EU rules under the Vertical Block Exemption Regulation. You may set a maximum or a non-binding recommended price, not a fixed or minimum one.
• Territorial and exclusivity limits. Exclusive territories and customer restrictions are allowed only within the Vertical Block Exemption Regulation and Polish competition law. ## Key clauses in a Polish reseller agreement - Appointment and territory: products, territory, and whether exclusive, sole or non-exclusive.
• Purchase and resale terms: ordering, delivery, title and risk, and stock. Keep resale pricing free of fixed or minimum prices.
• Minimum purchase targets: optional, with clear consequences for a shortfall.
• Trademark and IP licence: limited licence to use brands for resale, with quality control.
• Competition compliance: a clause confirming no resale price maintenance and respect for the block exemption.
• Contractual penalties (kara umowna): for non-monetary breaches only, under Articles 483 and 484, subject to court reduction.
• Confidentiality and data protection: GDPR and the Act of 10 May 2018 where personal data is handled.
• Term and termination: duration, notice, and the effect on stock and orders in the pipeline.
• Liability: caps and exclusions, within the Article 473 limit on excluding intentional harm.
• Governing law and forum: Polish law and a chosen court or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Definitions (products, territory, customers)
3. Appointment and exclusivity
4. Purchase and resale terms
5. Minimum targets (if any)
6. Trademark and IP licence
7. Competition compliance and pricing freedom
8. Contractual penalties
9. Confidentiality and data protection
10. Term and renewal
11. Termination and notice
12. Stock and pipeline on termination
13. Liability
14. Governing law (Polish) and dispute resolution
15. Signatures ## Common mistakes - Fixing the reseller's resale prices, which breaches Polish and EU competition law.

• Controlling a reseller so tightly that a court treats it as an agent and awards an equalisation indemnity.
• Setting a contractual penalty on a monetary obligation, where it does not work.
• Granting exclusive territories without checking the Vertical Block Exemption Regulation.
• Trying to exclude liability for intentional harm, which Article 473 forbids. ## Keeping a distribution network under control If you run resellers across several countries, the hard part is tracking which agreements are exclusive, what each requires on termination, and whether pricing and territory clauses still pass competition law. That work (drafting from a tuned template, flagging risky clauses, tracking renewals and notice windows, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review and plain-English clause editing; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Polish law. More at Adira. The law above stands on its own. ## Bottom line A Polish reseller agreement is an innominate contract built on freedom of contract in Article 353(1) of the Civil Code. Keep it clearly distinct from agency so you do not trigger an equalisation indemnity, keep resale pricing free of fixed or minimum prices under competition law, respect the Article 473 limit on liability, and get Polish advice before signing a real deal.