Poland: Distribution agreements

There are no legal regulations dedicated to distribution agreements in Polish law and they are so-called innominate agreements to which the general freedom of contract principle applies. In practice, the most common forms of distribution systems are non-selective distribution (in which the supplier does not select distributors based on certain criteria), selective distribution (in which the supplier sells goods to distributors selected on the basis of certain criteria) and exclusive distribution (in which the distributor is granted exclusive rights to sell the goods). 

Importantly, the provisions of distribution agreements are assessed under competition law in terms of a possible breach of the ban on agreements whose purpose or effect is to eliminate, restrict or otherwise distort competition on the market. In this context, in a distribution agreement:

  • competition bans may not last longer than five years;
  • restrictions on sales are permitted for active sales but not for passive sales;
  • influencing the resale price is permitted as regards maximum or recommended prices but prohibited as regards minimum and fixed prices.

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