{"id":3556,"date":"2026-10-08T12:43:35","date_gmt":"2026-10-08T12:43:35","guid":{"rendered":"https:\/\/sawaryn.com\/?p=3556"},"modified":"2026-10-08T12:43:49","modified_gmt":"2026-10-08T12:43:49","slug":"recover-prepayment-pro-forma-invoice-poland","status":"publish","type":"post","link":"https:\/\/sawaryn.com\/en\/publikacje\/recover-prepayment-pro-forma-invoice-poland\/","title":{"rendered":"Recovering a Prepayment Made Against a Pro Forma Invoice in Poland"},"content":{"rendered":"

Your business partner entered the word \u201cdeposit" on the pro forma invoice and claims they can keep your money. They cannot \u2014 and not because it was actually an advance payment. Keeping a deposit requires two conditions to be met simultaneously, and your business partner meets neither of them. The paradox of this case is that the absence of a written contract, which your business partner was relying on, actually works against them.<\/p>\n

Payments made against a pro forma invoice without a written contract are commonplace in Polish B2B transactions<\/a>. Arrangements are made over the phone, money is transferred, and when the transaction falls through \u2014 a dispute begins over what exactly the payment was. According to the PARP report \u201cThe State of the SME Sector 2023"<\/a>, as many as 42.4% of the surveyed businesses<\/strong> identify late payments by business partners as a problem. Lost prepayments are a separate, often overlooked category of losses.<\/p>\n

In this article, I will explain how to recover money paid against a pro forma invoice when the transaction falls through. You will learn why the word \u201cdeposit" in someone else\u2019s document does not deprive you of the right to a refund, how to structure your arguments in a demand letter, and what to do to avoid ever falling into this trap again.<\/p>\n

Before you begin \u2014 terms you need to know<\/h2>\n

Before we move on to the specific steps, it is worth clarifying a few terms. The distinction between them determines whether you will recover your money.<\/p>\n\n\n\n\n\n\n\n\n\n
Term<\/th>\nWhat it means<\/th>\nLegal basis<\/th>\n<\/tr>\n<\/thead>\n
Advance payment<\/strong><\/td>\nPart of the price paid in advance. If the contract is not performed \u2014 it must always be refunded, regardless of the reason<\/td>\nNo separate regulation in the Civil Code \u2014 the provisions on unjust enrichment apply<\/td>\n<\/tr>\n
Deposit<\/strong><\/td>\nAn amount paid upon conclusion of a contract as security for its performance. It may be retained only if two conditions are met simultaneously: the payer fails to perform the contract AND the recipient withdraws from the contract<\/td>\nArticle 394 \u00a71 of the Civil Code<\/td>\n<\/tr>\n
Pro forma invoice<\/strong><\/td>\nAn informational document \u2014 it is not a VAT invoice, does not create a tax liability, and does not entitle the recipient to deduct VAT<\/td>\nbiznes.gov.pl<\/a><\/td>\n<\/tr>\n
Undue performance<\/strong><\/td>\nA performance rendered without a valid legal basis or where its intended purpose was not achieved \u2014 it must be returned<\/td>\nArticle 410 \u00a72 in conjunction with Article 405 of the Civil Code<\/td>\n<\/tr>\n
Standard contract terms (GTC)<\/strong><\/td>\nRules or general terms and conditions. They are binding only if they were provided to the other party before the contract was concluded<\/td>\nArticle 384 \u00a71 of the Civil Code<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Why the word \u201cdeposit" on a pro forma invoice proves nothing<\/h2>\n

This is the most common misunderstanding in disputes over prepayments. A business partner issues a pro forma invoice, labels the payment a \u201cdeposit" and, after the transaction falls through, claims the right to keep the money. This argument does not withstand legal scrutiny for several reasons.<\/p>\n

A pro forma invoice is not a contract<\/h3>\n

A pro forma invoice is an informational document. It does not create a tax liability, is not a VAT invoice and \u2014 most importantly \u2014 does not constitute a contract between the parties (biznes.gov.pl<\/a>). The label given to a payment in someone else\u2019s document is, at most, one piece of interpretative evidence, but it does not automatically determine that Article 394 of the Civil Code applies.<\/p>\n

The payment reference carries more weight than someone else\u2019s pro forma invoice<\/h3>\n

The payment reference is usually the only document in which the payer personally described the purpose of the payment<\/strong>. If you entered \u201cadvance payment for\u2026" or \u201cprepayment for\u2026", your description reflects your understanding of the transaction. The court will take this into account when determining the nature of the payment.<\/p>\n

Ordinary court case law confirms that where a contract does not expressly identify a payment as a \u201cdeposit", the prepayment is treated as an advance payment (I C 136\/21<\/a>, XV GC 2847\/15<\/a>). Article 394 of the Civil Code is a default provision \u2014 it applies \u201cin the absence of a different contractual stipulation or custom" (Civil Code \u2014 consolidated text<\/a>).<\/p>\n

Even if it were a deposit \u2014 your business partner does not meet the conditions for retaining it<\/h3>\n

Article 394 \u00a71 of the Civil Code requires both<\/strong> of the following conditions to be met before the recipient may retain the deposit:<\/p>\n

    \n
  1. Failure to perform the contract by the party that paid the deposit<\/li>\n
  2. Withdrawal from the contract by the party that received the deposit<\/li>\n<\/ol>\n

    If either<\/strong> condition is not met, there is no right to retain the deposit. If your business partner never submitted a notice of withdrawal from the contract, never raised any objections, and assured you over the phone that the money would be refunded \u2014 there are no grounds for retaining the deposit. Their own silence and assurances become arguments against their defence.<\/p>\n

    How to recover your money \u2014 a two-tier argument structure<\/h2>\n

    An effective demand for payment should not revolve around a dispute over whether the payment was a deposit or an advance payment. The strongest position is achieved through a two-tier argument structure<\/strong>.<\/p>\n

    Primary argument: the purpose of the payment was not achieved<\/h3>\n

    The proper basis for demanding a refund is undue performance due to the intended purpose of the performance not being achieved<\/strong> (Article 410 \u00a72 in conjunction with Article 405 of the Civil Code). You paid the money to receive goods or services. The goods were not delivered, or the service was not provided. The purpose of the payment ceased to exist \u2014 the money must be refunded.<\/p>\n

    This argument applies regardless of whether there is a written contract and regardless of how the payment was labelled.<\/p>\n

    Fallback argument: even a deposit cannot be retained<\/h3>\n

    Even if the court classified the payment as a deposit, your business partner would still have to demonstrate that both conditions under Article 394 \u00a71 of the Civil Code were met. If it was the business partner that failed to perform the contract (by not delivering the goods) and, in addition, did not submit a notice of withdrawal \u2014 they have no right to retain the payment.<\/p>\n

    Pre-empting your business partner\u2019s defence<\/h3>\n

    Your business partner may attempt to argue that they \u201cno longer have the money" (Article 409 of the Civil Code \u2014 loss or consumption of the benefit). This defence applies only if the recipient should not have expected to be required to return it<\/strong>. It is worth stating pre-emptively in the letter that, once the collection deadline passed without effect, the business partner should have expected to be required to make a refund \u2014 which rules out this line of defence.<\/p>\n

    Anatomy of an effective pre-litigation demand letter<\/h2>\n

    A pre-litigation demand for payment serves two purposes. First \u2014 it gives your business partner one last opportunity to make a voluntary refund. Second \u2014 it satisfies the requirement under Article 187 \u00a71 point 3 of the Code of Civil Procedure to include information in the statement of claim about an attempt to resolve the dispute out of court.<\/p>\n

    Standard structure of the letter<\/h3>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
    Element<\/th>\nWhat it contains<\/th>\nWhy it is needed<\/th>\n<\/tr>\n<\/thead>\n
    Identification of the parties<\/td>\nFull details of the creditor and debtor<\/td>\nIdentifies the parties to the dispute<\/td>\n<\/tr>\n
    Demand with a deadline<\/td>\nAmount, deadline of 7 days from receipt, bank account number for the refund<\/td>\nMakes the claim due and starts the accrual of interest (Article 455 of the Civil Code)<\/td>\n<\/tr>\n
    Facts of the case<\/td>\nChronological description: arrangements \u2192 payment \u2192 non-performance \u2192 earlier demand<\/td>\nBuilds the evidentiary narrative<\/td>\n<\/tr>\n
    Legal basis \u2014 primary argument<\/td>\nArticle 410 \u00a72 in conjunction with Article 405 of the Civil Code<\/td>\nFailure to achieve the purpose of the payment<\/td>\n<\/tr>\n
    Legal basis \u2014 fallback argument<\/td>\nArticle 394 \u00a71 of the Civil Code \u2014 conditions for retention not met<\/td>\nCounters the \u201cit was a deposit" argument<\/td>\n<\/tr>\n
    Exclusion of Article 409 of the Civil Code<\/td>\nIdentification of the point from which the business partner should have expected to make a refund<\/td>\nBlocks the \u201cI spent the money" defence<\/td>\n<\/tr>\n
    Warning of legal action<\/td>\nNotice that the matter will be referred to court<\/td>\nIncreases the pressure to make a voluntary refund<\/td>\n<\/tr>\n
    Classification of the letter<\/td>\n\u201cFinal pre-litigation demand" and \u201cattempt to resolve the dispute out of court"<\/td>\nSatisfies Article 187 \u00a71 point 3 of the Code of Civil Procedure<\/td>\n<\/tr>\n
    Attachments<\/td>\nPayment confirmation, pro forma invoice, correspondence<\/td>\nEvidence<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Interest \u2014 from when and at what rate<\/h3>\n

    For an obligation with no specified due date<\/strong>, the claim becomes due only upon demand (Article 455 of the Civil Code). Without a demand, no interest accrues. The letter should therefore set a specific deadline \u2014 typically 7 days from receipt<\/strong> \u2014 and state that statutory interest for late payment will accrue after that deadline (Article 481 of the Civil Code).<\/p>\n

    In a B2B relationship (a commercial transaction), you may claim interest on commercial transactions<\/strong>, which is higher than ordinary statutory interest for late payment. For the period from 1 January to 30 June 2026, the rate is 14%<\/strong> for standard commercial transactions (Announcement in the Official Gazette of the Republic of Poland \u201cMonitor Polski" 2025, item 1257<\/a>).<\/p>\n\n\n\n\n\n\n\n
    Type of interest<\/th>\nCalculation formula<\/th>\nRate (first half of 2026)<\/th>\n<\/tr>\n<\/thead>\n
    Statutory interest for late payment<\/td>\nNBP reference rate + 5.5 percentage points<\/td>\nVariable \u2014 depends on the NBP rate<\/td>\n<\/tr>\n
    Interest on commercial transactions<\/td>\nNBP reference rate + 8 percentage points<\/td>\n14%<\/td>\n<\/tr>\n
    Maximum interest<\/td>\nTwice the statutory interest rate for late payment<\/td>\nArticle 481 \u00a72\u00b9 of the Civil Code<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

    Limitation period \u2014 how much time you have<\/h2>\n

    A claim for the return of undue performance (Article 410 of the Civil Code) is subject to the general limitation periods under Article 118 of the Civil Code. In B2B transactions \u2014 where the claim is connected with business activity \u2014 the limitation period is 3 years<\/strong>. The period expires on 31 December<\/strong> of the relevant year (Civil Code \u2014 consolidated text<\/a>).<\/p>\n

    The period begins on the earliest date on which the claim could have become due (Article 120 \u00a71 of the Civil Code):<\/p>\n

      \n
    1. If the contract was never concluded \u2014 from the date of payment<\/li>\n
    2. If the legal basis ceased to exist later (e.g. withdrawal from the contract) \u2014 from the date of that event<\/li>\n<\/ol>\n

      Delaying the demand does not postpone the start of the limitation period.<\/strong> The court will adopt the earliest objectively possible due date (Supreme Court II CSKP 1908\/22<\/a>). Therefore, the sooner you send the demand, the more time you will have to pursue the claim.<\/p>\n

      When to submit a notice of withdrawal from the contract<\/h2>\n

      If the parties concluded a reciprocal contract (even orally) and your business partner failed to perform their obligation \u2014 it is worth considering withdrawal from the contract under Article 491 of the Civil Code<\/strong>.<\/p>\n

      The safest sequence is as follows:<\/p>\n

        \n
      1. Demand setting an additional deadline<\/strong> \u2014 give your business partner a specific deadline to perform the obligation, with a warning that you will withdraw from the contract<\/li>\n
      2. Notice of withdrawal<\/strong> \u2014 once the deadline passes without effect, submit a notice of withdrawal from the contract<\/li>\n
      3. Demand for a refund<\/strong> \u2014 under Article 494 of the Civil Code, demand the return of your performance and set a payment deadline<\/li>\n<\/ol>\n

        Steps 2 and 3 may be combined in a single letter \u2014 which is both permissible and practical (I C 41\/24<\/a>).<\/p>\n

        If the demand is prepared by an attorney, check whether the scope of the power of attorney includes making declarations of intent, including notices of withdrawal<\/strong>. A common mistake is to grant authority to withdraw without actually including the notice in the letter \u2014 or vice versa.<\/p>\n

        Your business partner\u2019s GTC that you never received<\/h2>\n

        Your business partner may try to rely on their rules or general terms and conditions stating that the payment constitutes a deposit or is non-refundable. This defence is ineffective if the standard terms were not provided before the contract was concluded.<\/p>\n

        Article 384 \u00a71 of the Civil Code is unequivocal: standard terms are binding if they were provided before the contract was concluded<\/strong>. In its judgment I CSK 241\/17<\/a>, the Supreme Court stressed the need to ensure that the other party has an opportunity to review the standard terms before concluding the specific contract.<\/p>\n

        Hierarchy of effective delivery methods for GTC<\/h3>\n\n\n\n\n\n\n\n\n\n
        Method of delivery<\/th>\nLevel of legal certainty<\/th>\n<\/tr>\n<\/thead>\n
        PDF attached to an email before the contract is concluded<\/td>\nHigh<\/td>\n<\/tr>\n
        Direct link to a specific version of the document<\/td>\nMedium-high<\/td>\n<\/tr>\n
        General link to a webpage containing the GTC<\/td>\nMedium \u2014 version control issues<\/td>\n<\/tr>\n
        Reference in an email footer<\/td>\nLow \u2014 generally insufficient<\/td>\n<\/tr>\n
        Reference on a pro forma invoice<\/td>\nLow \u2014 the pro forma invoice is sent after the arrangements have been made<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

        The absence of documents on your business partner\u2019s side works against them. If they did not provide the GTC before the contract was concluded, they cannot rely on them.<\/p>\n

        Evidence \u2014 what to secure before sending the demand<\/h2>\n

        Evidence is particularly important in disputes over prepayments where there is no written contract. Secure it before sending the demand.<\/p>\n

        Evidence to collect<\/h3>\n
          \n
        1. Payment confirmation<\/strong> showing the full reference \u2014 this is your description of the purpose of the payment<\/li>\n
        2. Your business partner\u2019s pro forma invoice<\/strong> \u2014 this will show how the business partner described the payment<\/li>\n
        3. Email correspondence<\/strong> \u2014 commercial arrangements, confirmations, assurances of a refund<\/li>\n
        4. SMS and instant messages<\/strong> \u2014 these may constitute evidence as text-containing documents (Article 243\u00b9 of the Code of Civil Procedure) or other means of evidence<\/li>\n
        5. Recordings of telephone calls<\/strong> \u2014 admissible if the person making the recording participated in the conversation (Supreme Court II PSK 203\/21<\/a>)<\/li>\n
        6. Dates of all agreed collection deadlines<\/strong> \u2014 including those that did not materialise (the most commonly missing information)<\/li>\n
        7. Evidence that no written contract existed and no GTC were provided<\/strong> \u2014 confirmation that your business partner did not send any documents<\/li>\n<\/ol>\n

          A complete message history showing dates, telephone numbers and account identifiers, consistent with the invoices and bank transfers, has the greatest evidentiary value. A screenshot without the source file is weaker evidence.<\/p>\n

          Cost of pursuing a claim \u2014 is it worth going to court over a few thousand zlotys?<\/h2>\n

          Claims of up to PLN 20,000<\/strong> are heard in simplified proceedings (Article 505\u00b9 \u00a71 of the Code of Civil Procedure). Electronic writ-of-payment proceedings (EPU) make it possible to obtain a payment order remotely \u2014 the average waiting time for an order in 2025 was 49 days<\/strong> (gov.pl<\/a>). This is the time required to issue the order, not to recover the money \u2014 if an objection is filed, the case proceeds before an ordinary court.<\/p>\n\n\n\n\n\n\n\n
          Cost item<\/th>\nApproximate amount (claim of PLN 1,500\u20135,000)<\/th>\n<\/tr>\n<\/thead>\n
          Court fee in EPU proceedings<\/td>\n1\/4 of the standard fee, minimum PLN 30<\/td>\n<\/tr>\n
          Minimum fee for legal representation<\/td>\nPLN 900<\/td>\n<\/tr>\n
          Correspondence and service costs<\/td>\nSeveral dozen zlotys<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

          The legal representation fees awarded against the opposing party may not cover the attorney\u2019s actual fee (Journal of Laws 2026, item 215<\/a>). This is why a pre-litigation demand is so important \u2014 it gives you an opportunity to recover your money without incurring litigation costs.<\/p>\n

          Tax consequences of refunding a payment made against a pro forma invoice<\/h2>\n

          A pro forma invoice is not a VAT invoice and does not entitle the recipient to deduct VAT. If an advance payment invoice<\/strong> was issued after the prepayment was received (Article 106b(1)(4) of the VAT Act), a refund requires the issue of a corrective invoice<\/strong> (Article 106j(1) of the VAT Act). A buyer who deducted VAT on the basis of the advance payment invoice should reduce the input tax after receiving the correction (VAT Act \u2014 consolidated text<\/a>).<\/p>\n

          If only a pro forma invoice was issued and no advance payment invoice was issued \u2014 there is nothing to correct for VAT purposes. The refund transfer itself does not replace a corrective invoice.<\/p>\n

          The other side of the coin \u2014 if you accept prepayments<\/h2>\n

          Exactly the same rules apply in reverse. If your company accepts prepayments without a contract, without providing GTC and without obtaining a written notice of withdrawal from the customer \u2014 the absence of documents now works against you.<\/p>\n

          To protect yourself against multiple refund claims:<\/p>\n

            \n
          1. Provide the GTC or rules before the contract is concluded<\/strong> \u2014 and retain proof of delivery (a PDF attached to an email, confirmation of receipt)<\/li>\n
          2. Confirm the customer\u2019s cancellation with a written notice of withdrawal<\/strong> \u2014 dated and signed<\/li>\n
          3. If the payment is intended to constitute a deposit \u2014 state this expressly in the contract with reference to Article 394 of the Civil Code, specify the consequences of non-performance and the rules for crediting it towards the price<\/li>\n
          4. If the payment is intended to be an advance payment \u2014 exclude the application of Article 394 of the Civil Code and specify the refund deadline<\/li>\n<\/ol>\n

            Checklist: before paying against a pro forma invoice<\/h2>\n\n\n\n\n\n\n\n\n
            No.<\/th>\nAction<\/th>\nTime<\/th>\n<\/tr>\n<\/thead>\n
            1<\/td>\nAfter a telephone conversation, send a confirmation email specifying the subject matter, price, delivery date and nature of the payment (advance payment or deposit)<\/td>\n5 minutes<\/td>\n<\/tr>\n
            2<\/td>\nDescribe the purpose of the payment in your own words in the payment reference: \u201cadvance payment for\u2026", \u201cprepayment for\u2026" \u2014 do not mindlessly copy the description from someone else\u2019s pro forma invoice<\/td>\n1 minute<\/td>\n<\/tr>\n
            3<\/td>\nCheck whether your business partner provided you with their GTC\/rules before the contract was concluded \u2014 if not, retain evidence that they were not provided<\/td>\n2 minutes<\/td>\n<\/tr>\n
            4<\/td>\nKeep a complete set of documents: the pro forma invoice, payment confirmation, email correspondence and SMS messages<\/td>\nOngoing<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

            Checklist: before sending the demand<\/h2>\n\n\n\n\n\n\n\n\n\n\n\n\n
            No.<\/th>\nAction<\/th>\n<\/tr>\n<\/thead>\n
            1<\/td>\nAnswer four questions: is there a written contract? Did the business partner provide the GTC? What does the payment reference say? Did the business partner submit a notice of withdrawal?<\/td>\n<\/tr>\n
            2<\/td>\nBuild the demand around two arguments: the primary argument (Article 410 \u00a72 in conjunction with Article 405 of the Civil Code) + the fallback argument (Article 394 \u00a71 of the Civil Code \u2014 conditions for retention not met)<\/td>\n<\/tr>\n
            3<\/td>\nInclude a pre-emptive exclusion of the defence under Article 409 of the Civil Code<\/td>\n<\/tr>\n
            4<\/td>\nSet a payment deadline (7 days from receipt), provide the bank account details and specify the basis for interest<\/td>\n<\/tr>\n
            5<\/td>\nClassify the letter as a \u201cfinal pre-litigation demand" and an \u201cattempt to resolve the dispute out of court" (Article 187 \u00a71 point 3 of the Code of Civil Procedure)<\/td>\n<\/tr>\n
            6<\/td>\nSecure the evidence: payment confirmation, pro forma invoice, correspondence, collection deadline dates<\/td>\n<\/tr>\n
            7<\/td>\nCheck that the power of attorney is consistent with the contents of the letter \u2014 if the letter contains a notice of withdrawal, the power of attorney must cover it<\/td>\n<\/tr>\n
            8<\/td>\nGo through the checklist: no unfilled placeholders, consistent places and dates, signature consistent with the register, complete attachments, working comments removed<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

            Organise your purchasing process \u2014 before another payment gets stuck with a business partner<\/h2>\n

            A few minutes spent on the process instead of a dispute over several thousand zlotys. Three steps \u2014 an email confirming the arrangements, a precise payment reference and one sentence defining the nature of the payment \u2014 virtually eliminate the risk of losing a prepayment.<\/p>\n

            If a business partner is withholding your prepayment \u2014 send us the pro forma invoice, payment confirmation and correspondence. We will assess your prospects and prepare a pre-litigation demand together with a special power of attorney.<\/p>\n

            If you want to organise your purchasing and sales processes \u2014 we will prepare concise order confirmation templates, clauses defining the nature of payments, and your GTC with a proper delivery procedure. Contact us<\/a>.<\/p>\n

            Frequently asked questions<\/h2>\n

            I paid against a pro forma invoice, but the business partner did not deliver \u2014 can I recover the money without a written contract?<\/strong>
            \nYes. The absence of a written contract does not deprive you of the right to a refund. The proper legal basis is undue performance \u2014 the purpose of the payment was not achieved (Article 410 \u00a72 in conjunction with Article 405 of the Civil Code). The absence of a written contract actually works against your business partner, as it makes it more difficult for them to prove that the payment was a deposit.<\/p>\n

            The business partner wrote \u201cdeposit" on the pro forma invoice. Does that mean they can keep my money?<\/strong>
            \nNo. The label used in someone else\u2019s document does not determine the nature of the payment. Retaining a deposit requires both conditions under Article 394 \u00a71 of the Civil Code to be met: failure to perform the contract by the payer and withdrawal from the contract by the recipient. If it was the business partner that failed to perform the contract and they did not submit a notice of withdrawal \u2014 they have no right to retain the payment, regardless of how it was labelled.<\/p>\n

            Does what I enter in the payment reference really matter in court?<\/strong>
            \nYes. The payment reference is often the only document in which you personally described the purpose of the payment. The words \u201cadvance payment" or \u201cprepayment" in the reference carry more weight in a dispute than the word \u201cdeposit" on someone else\u2019s pro forma invoice. You should therefore describe the purpose of the payment in your own words and not mindlessly copy the description from your business partner\u2019s pro forma invoice.<\/p>\n

            Do I have to send a demand for payment before going to court?<\/strong>
            \nStrictly speaking, this is not an absolute requirement, but the statement of claim must include information about an attempt to resolve the dispute out of court (Article 187 \u00a71 point 3 of the Code of Civil Procedure). A pre-litigation demand satisfies this requirement. Moreover \u2014 where an obligation has no specified due date, the claim becomes due only upon demand (Article 455 of the Civil Code), and interest begins to accrue after the deadline specified in the demand.<\/p>\n

            The business partner claims they have already spent the money. Is that the end of the matter?<\/strong>
            \nNo. A defence based on the consumption of the benefit (Article 409 of the Civil Code) applies only if the recipient should not have expected to be required to return it. If the deadline for collecting the goods passed without effect \u2014 from that point onwards, your business partner should have expected to make a refund. It is therefore worth pre-emptively excluding this line of defence in the demand.<\/p>\n

            How much time do I have to pursue the return of a prepayment?<\/strong>
            \nIn B2B transactions, a claim for the return of undue performance becomes time-barred after 3 years (Article 118 of the Civil Code). The limitation period begins on the earliest date on which the claim could have become due \u2014 not on the date of the demand. Delaying the demand does not postpone the start of the limitation period.<\/p>\n","protected":false},"excerpt":{"rendered":"

            Learn when a Polish supplier must refund a pro forma prepayment, why a \u201cdeposit\u201d label is not decisive, and what to include in a pre-litigation demand.<\/p>\n","protected":false},"author":13,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":"","sip_alt_url":"","sip_en_pl_url":"","sip_pair_uuid":"0dd759b1-cc6a-472b-a0de-e443619eab90","sip_pair_state":"verified"},"categories":[1],"tags":[1557,1550,1549],"specialization":[1214],"practice_area":[],"class_list":["post-3556","post","type-post","status-publish","format-standard","hentry","category-bez-kategorii","tag-contract","tag-contract-law","tag-taxes-en","specialization-contract-law"],"acf":[],"_links":{"self":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3556","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/users\/13"}],"replies":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/comments?post=3556"}],"version-history":[{"count":2,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3556\/revisions"}],"predecessor-version":[{"id":3559,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/posts\/3556\/revisions\/3559"}],"wp:attachment":[{"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/media?parent=3556"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/categories?post=3556"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/tags?post=3556"},{"taxonomy":"specialization","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/specialization?post=3556"},{"taxonomy":"practice_area","embeddable":true,"href":"https:\/\/sawaryn.com\/en\/wp-json\/wp\/v2\/practice_area?post=3556"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}