Limiting liability in B2B contracts under Polish law

Limitation of liability clauses are among the most negotiated terms in any commercial contract. Polish law gives the parties considerable freedom here — but not unlimited freedom.

Caps, exclusions and lost profits

Between businesses, liability can be capped at a fixed amount or a share of the contract value, and claims for lost profits can be excluded altogether. Both are common and generally enforceable when clearly worded.

The line you cannot contract past

Under Article 473 § 2 of the Civil Code, a clause excluding liability for damage caused intentionally is invalid. Courts also look carefully at clauses that would leave one party with no meaningful remedy at all.

Make the cap proportionate

A cap that bears no relation to the value of the contract invites a dispute about its validity. A proportionate cap, with carve-outs for confidentiality and IP, is far more likely to hold when it is tested.

This article is for general information only and does not constitute legal advice on any specific matter.