The situation
A framework supply agreement sent by a customer in another country
A Czech maker of wire harnesses in Pardubice has received a framework supply agreement from an assembler in Wrocław. It is governed by Polish law, sets a daily penalty for late delivery capped at 20% of the order value, and defines force majeure narrowly. Purchasing wants to sign by the end of the month.
Counsel knows the Czech position on penalties well. The questions sit on the other side of the border and between the two: whether the penalty can be claimed without any damage, whether a court can reduce it, whether it is owed when a strike at a sub-supplier stops the line, and whether the CISG sits underneath it all.
What the research has to settle
The rules behind the answer
- The CISG applies unless excluded
- A sale of goods between businesses in two contracting states, such as the Czech Republic and Poland, falls under the UN Sales Convention unless the parties exclude it. It governs breach and exemption from liability, but not the validity of a penalty clause, which national law decides.
- Polish penalties: no proof of damage, but reducible
- Under the Polish Civil Code a contractual penalty is due regardless of the amount of damage, can only secure non-monetary obligations, and can be reduced by a court where the obligation was largely performed or the penalty is grossly excessive.
- Responsibility for the delay matters
- Polish law generally lets a debtor avoid the penalty by showing the delay was caused by circumstances it is not responsible for. The contract can widen that responsibility, so the wording decides how far a sub-supplier’s strike excuses the supplier.
- Force majeure is mostly what the contract says
- Neither Polish nor Czech law gives one general definition of force majeure for commercial contracts. The contract’s definition, notice duties and the consequences of a long event carry the weight, alongside the statutory grounds for excusing liability.
How it runs in azta
From the question to the document
The question, as you would type it
Czech supplier, framework supply agreement with a Polish buyer under Polish law. Late-delivery penalty of 0.5% per day, capped at 20% of the order. Narrow force majeure clause. Does the CISG apply, can the penalty be claimed without damage or reduced, and is a strike at our own sub-supplier an excuse?
You start with
A framework supply agreement sent by a customer in another country
- 01
Upload the agreement
Add the draft agreement and the buyer’s general purchasing terms. azta reads them and points to the clauses it relies on.
File upload· Pro - 02
Research the clauses under each law
Ask how the penalty and force majeure clauses work under Polish law and the CISG, and how they would under Czech law. azta cites both civil codes.
Cited research· Free - 03
Find the decisions on reducing penalties
Ask for Polish court decisions on reducing excessive penalties for late delivery. azta summarises the holdings and links each decision.
Case-law search - 04
Draft the review
Ask for a clause-by-clause review with the risk and proposed wording. Edit it in Canvas before it goes to purchasing.
Canvas · Ask azta· Pro You send
A review of the penalty and force majeure clauses with proposed changes
What you get
A review of the penalty and force majeure clauses with proposed changes
Contract review · draft
Framework agreement with the Wrocław buyer: penalties and force majeure
Applicable law. The agreement chooses Polish law but does not exclude the CISG, which therefore applies to the sales made under it. Polish law fills the gaps the Convention leaves, including the validity of the penalty clause.
Penalty for delay. Under Polish law the buyer can claim the penalty without proving any loss, and a court may reduce it if it is grossly excessive or the order was largely delivered. Clause 9.2 makes us liable for delay for any reason, which removes the defence that the delay was not our responsibility. We propose deleting those words.
Force majeure. Clause 14 lists natural disasters and war only. We propose adding strikes and failures of sub-suppliers caused by events that would themselves be force majeure, a notice period of five working days, and a right for either party to terminate if the event lasts more than 90 days.
Outcomes on your numbers
What azta is worth on this task
Pro pays for itself after
15 minutes a month
At €110 an hour, that is all the time Pro (€27 a month) has to take off your desk to cover its price.
Example figures. Replace them with your own.
- Hours back a year
- 38
- Capacity at your rate
- €4,158
- More supply agreement reviews a quarter
- 2.1
- Return on Pro
- 12.8×
- Research
- Drafting
- Your review
A scenario you set, not a promise. The hours that come back go to another client, or deeper into this one.
Want these numbers on your team’s real workload?
Book a demoWhat stays with you
- The negotiating position and what purchasing will accept.
- Judging how likely the buyer is to enforce the penalty.
- The redlines you send.
Frequently asked questions
- Does azta hold the CISG?
- Conventions are cited from their national publication, such as the Polish journal of laws, together with the decisions that apply them.
- Does it redline the agreement?
- It drafts the review and proposed wording in Canvas. You carry the changes into the agreement and decide what to send.
- Can it compare the clause under Czech law?
- Yes. Ask for the same clause under both laws and azta cites each civil code and the decisions it finds.
