On paper, a warehouse agreement looks like a standard commercial arrangement. In practice, Polish law imposes a distinct set of obligations, liability rules, and mandatory clauses that catch foreign operators and domestic logistics providers off guard. A missed deadline or an ambiguous force-majeure clause can expose a party to unlimited liability for lost or damaged goods – with no cap in sight.
Warehouse and logistics contracts in Poland are governed primarily by the Kodeks cywilny (Civil Code, KC) and the Prawo przewozowe (Transport Law Act, PPA). The Civil Code sets a two-year limitation period for storage claims. Liability for loss or damage to stored goods defaults to the full value of those goods unless the parties expressly agree otherwise in writing.
This alert covers three areas: the legal framework that applies to warehouse and logistics arrangements, the parties most immediately affected by recent enforcement trends, and the concrete steps operators should take now.
What does Polish law require in warehouse and logistics contracts?
Polish civil law distinguishes between a storage contract (umowa przechowania) and a logistics services contract (umowa o świadczenie usług logistycznych). The distinction matters. Storage contracts trigger the Civil Code's strict liability regime for the custodian. Logistics contracts – which bundle transport, warehousing, and value-added services – are treated as unnamed contracts and give parties more freedom to allocate risk. However, courts registered with the National Court Register (KRS) and supervised by the Ministry of Justice have increasingly applied Civil Code storage rules to hybrid logistics agreements where warehousing is the dominant element.
The Prawo przewozowe (Transport Law Act) applies when goods move between locations. Liability under that statute is capped at the value of the goods at the point of dispatch. That cap disappears if the carrier acted with gross negligence or intent. Parties that assume the cap will always apply – and price their insurance accordingly – face a serious gap in coverage when a court finds gross negligence.
Three mandatory elements appear in every enforceable Polish warehouse contract:
- A precise description of the goods, including weight, volume, and any special storage conditions
- A written record of the goods' condition at handover, signed by both parties
- A clear allocation of liability for shortfall, damage, and delay – with any agreed cap expressed as a specific PLN or EUR amount
Contracts that omit these elements are not automatically void. They are, however, interpreted against the party that drafted them – typically the warehouse operator. That is a risk no operator should accept. We obtained a reversal of a damages award exceeding PLN 800,000 for a logistics client in the Mazowieckie region (autumn 2025) precisely because the original contract lacked a signed handover protocol.
Who is affected – and what are the thresholds?
The enforcement trend affects three categories of operator most directly. First, e-commerce fulfilment centres holding third-party inventory worth more than PLN 500,000 at any one time. Second, cold-chain operators whose contracts reference temperature tolerances but do not specify the liability consequence of a breach. Third, foreign-owned logistics subsidiaries registered in Poland that apply their parent company's standard terms without adapting them to Polish mandatory law.
Foreign investors entering the Polish market – particularly those buying property in Poland to establish distribution hubs – often underestimate how quickly Civil Code default rules override imported contractual frameworks. A German or Dutch standard-form agreement that limits liability to EUR 100,000 per incident may be unenforceable in a Polish court if it was not individually negotiated and does not meet the Civil Code's transparency requirements for limitation clauses.
The Polish Financial Supervision Authority (KNF) and the Office of Competition and Consumer Protection (UOKiK) have both signalled interest in logistics sector practices where limitation clauses are buried in general terms and conditions. UOKiK can impose fines of up to 10% of annual turnover for unfair contract terms used against business clients in certain circumstances. That threshold is not hypothetical – it has been applied in adjacent sectors.
Operators with FIDIC-based construction logistics arrangements face an additional layer. FIDIC disputes in the real estate and infrastructure context regularly involve storage and delivery obligations that interact with penalty clauses under the main construction contract. A delay in warehouse release can trigger a cascade of contractual penalties upstream. We secured interim measures protecting assets worth over EUR 3m for a construction logistics client in Lower Silesia (spring 2026) where the warehouse contract had no force-majeure carve-out aligned with the FIDIC sub-contract.
What immediate action items apply?
Three steps require attention within the next 30 days. First, audit every active warehouse and logistics contract against the three mandatory elements listed above. Any contract missing a signed handover protocol or a written liability cap should be amended immediately. Second, review limitation-of-liability clauses to confirm they meet the Civil Code's requirement for individual negotiation where the counterparty is an entrepreneur. A clause that was simply printed in general terms and conditions is vulnerable. Third, align force-majeure definitions with current supply-chain realities – including energy price spikes and infrastructure disruptions – rather than relying on pre-2020 boilerplate language.
Operators employing staff under logistics contracts should also check whether any workers qualify for a work permit or residence status review. The rules for skilled logistics personnel have shifted; the EU Blue Card thresholds for 2026 affect salary benchmarks for non-EU nationals in supervisory roles at distribution centres.
What to prepare before engaging counsel:
- Copies of all active warehouse and logistics contracts, including any general terms and conditions
- Handover protocols and inventory records for the past 24 months
- Insurance certificates showing coverage limits per incident and per year
- Any correspondence with counterparties about claims or disputes in the last 12 months
- Corporate structure chart if the Polish entity is a subsidiary of a foreign group
Operators that act within the 30-day window can amend contracts prospectively and avoid the retrospective liability exposure that arises once a claim is filed. Once litigation begins, the ability to cure a defective contract clause is gone. That is the irreversible consequence this alert is designed to prevent.
Your specific situation may involve a combination of storage, transport, and cross-border elements that interact in ways standard templates do not address. Delay in reviewing these contracts forfeits the opportunity to limit liability before a loss event occurs.
If your company operates a warehouse or logistics facility in Poland – or is considering acquiring one – contact us to review your contract portfolio and identify exposure: info@kordeckipartners.com.
Frequently asked questions
Q: Can a foreign company's standard-form logistics contract be used in Poland without modification?
A: Not safely. Polish civil law imposes mandatory rules on storage and transport contracts that override foreign standard terms. Limitation-of-liability clauses must meet specific requirements under the Civil Code to be enforceable. Any clause that was not individually negotiated with the Polish counterparty is at risk of being set aside by a court.
Q: What is the limitation period for warehouse claims in Poland?
A: The Civil Code sets a two-year limitation period for claims arising from storage contracts. That period runs from the date the goods were returned or should have been returned. For transport claims under the Transport Law Act, a one-year period applies in most cases. Missing either deadline forecloses the claim entirely.
Q: Is a verbal handover sufficient for a warehouse contract?
A: No. Polish courts consistently require a written record of the goods' condition at handover to establish the baseline for any damage or shortfall claim. A verbal handover creates an evidentiary gap that the warehouse operator – as the party in possession – will typically lose. Written protocols signed by both parties at intake and at release are the minimum standard.
KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to real estate, construction, and logistics contract matters. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.