General Terms and Conditions, what Adam did not know while concluding a contract with a foreign contractor

Adam represents a Polish company which is dealing with the distribution of furniture for gastronomic establishments. The company cooperates with many foreign producers. Adam would like to start cooperation with a new producer from France. He contacts with him and starts talks regarding the principles of possible future cooperation. It is going well. The parties are close to concluding a contract.

The French manufacturer sends Adam a document known as General Terms and Conditions and informs him that it applies to all purchase orders carried out by the company in cooperation with distributors.

What does Adam do?

Adam writes back to the future contractor that he understands the use of standard content of documents and is ready to start cooperation on the terms set out in the GTC. He opens the document for a moment, but it is extensive and Adam decides that there is no need to read it in detail, because the conversation went well.

The parties conclude a contract that is very short and contains a reference to the General Terms and Conditions. Adam signs the contract and looks forward to cooperation.

What did Adam not know when signing the contract?

• Adam did not know that on its basis the Polish distributor is obliged to achieve certain sales targets, and that a breach of this obligation will result in financial consequences. Although the parties had touched on the topic of targets, Adam thought it was not a binding commitment.
• Adam did not realize that according to the contract he was only one of many Polish distributors of furniture produced by a French company. He thought he had exclusivity for distribution in Poland. After all, he mentioned to his business partner that he cared about it.
• Adam did not know that GTC released the French manufacturer from liability for any damage that may result from the use of the furniture supplied as equipment for gastronomic establishments. Adam didn’t pay attention to the chapter of GTC titled “Indemnification”.
• Adam was sure that delays in the delivery of equipment ordered from a French manufacturer would have some financial consequences. He did not notice the record indicating that the dates declared by the manufacturer are indicative and may be changed on the basis of the manufacturer’s own declaration.
• Adam did not know that any disputes with a French business partner were to be dealt with by a French court and in accordance with French law. Adam does not know French law.

Adam was not aware of many things.

Don’t be like Adam. Read the documents sent to you or get a professional legal assessment so that you know about the consequences of a contract that binds you.

Joanna Lubecka
attorney