{"id":2749,"date":"2026-10-08T12:43:27","date_gmt":"2026-10-08T12:43:27","guid":{"rendered":"https:\/\/sawaryn.com\/us\/?p=2749"},"modified":"2026-10-08T12:43:47","modified_gmt":"2026-10-08T12:43:47","slug":"poland-pro-forma-prepayment-refund","status":"publish","type":"post","link":"https:\/\/sawaryn.com\/us\/poland-pro-forma-prepayment-refund\/","title":{"rendered":"Recovering a Prepayment Made Against a Pro Forma Invoice in Poland"},"content":{"rendered":"<h1>Recovering a Prepayment Made Against a Pro Forma Invoice in Poland<\/h1>\n<p>A Polish supplier labels your payment <em>zadatek<\/em> on a pro forma invoice and says it can keep the money after the transaction falls through. That label alone does not settle the issue. Under the Polish Civil Code rule discussed below, retaining a <em>zadatek<\/em> requires two conditions together: the payer must have failed to perform the contract, and the recipient must have withdrawn from it.<\/p>\n<p>If neither happened, the supplier\u2019s position is difficult to sustain. The absence of a written contract does not, by itself, deprive you of a refund claim. It may instead make it harder for the supplier to establish that the payment had the legal character it claims.<\/p>\n<p>Payments against pro forma invoices without written contracts are common in Polish <a href=\"https:\/\/sawaryn.com\/publikacje\/reforma-panstwowej-inspekcji-pracy-natychmiastowa-zmiana-b2b-w-etat\/\">business-to-business transactions<\/a>. Parties agree terms by phone, transfer funds, and only when delivery fails discover that they disagree about what the payment meant. In <a href=\"https:\/\/www.parp.gov.pl\/storage\/publications\/pdf\/ROSS_2023_scalony_ost_akt.pdf\">PARP\u2019s 2023 report on the SME sector<\/a>, <strong>42.4% of surveyed businesses<\/strong> identified late payments by counterparties as a problem. Prepayments that cannot readily be recovered are a separate, often overlooked loss.<\/p>\n<p>This article explains the Polish concepts, how to structure a refund demand, what evidence to preserve, and how to reduce the risk before making or accepting the next prepayment.<\/p>\n<h2>The Polish terms that matter<\/h2>\n<p>The English word \u201cdeposit\u201d can obscure an important distinction. In this article, <em>zadatek<\/em> means the payment addressed by Article 394 of the Polish Civil Code; <em>zaliczka<\/em> means an advance payment toward the price.<\/p>\n<table>\n<thead>\n<tr>\n<th>Term<\/th>\n<th>Meaning in this context<\/th>\n<th>Source<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td><strong>Advance payment (<em>zaliczka<\/em>)<\/strong><\/td>\n<td>Part of the price paid upfront. If the transaction does not go ahead, the approved source treats it as refundable regardless of the reason, under the rules on unjust enrichment.<\/td>\n<td>No separate Civil Code regime for <em>zaliczka<\/em><\/td>\n<\/tr>\n<tr>\n<td><strong>Article 394 deposit (<em>zadatek<\/em>)<\/strong><\/td>\n<td>An amount paid when a contract is concluded, with a security function. Under the retention rule discussed here, the recipient may keep it only if the payer fails to perform <strong>and<\/strong> the recipient withdraws from the contract.<\/td>\n<td>Article 394 \u00a71, Civil Code<\/td>\n<\/tr>\n<tr>\n<td><strong>Pro forma invoice<\/strong><\/td>\n<td>An informational document, not a VAT invoice. It does not itself create a VAT obligation or give the recipient a right to deduct VAT.<\/td>\n<td><a href=\"https:\/\/www.biznes.gov.pl\/pl\/portal\/00241\">biznes.gov.pl<\/a><\/td>\n<\/tr>\n<tr>\n<td><strong>Undue performance (<em>\u015bwiadczenie nienale\u017cne<\/em>)<\/strong><\/td>\n<td>A performance made without a valid legal basis or whose intended purpose is not achieved, giving rise to a claim for its return.<\/td>\n<td>Article 410 \u00a72 in conjunction with Article 405, Civil Code<\/td>\n<\/tr>\n<tr>\n<td><strong>Standard contract terms (<em>og\u00f3lne warunki um\u00f3w<\/em>, or OWU)<\/strong><\/td>\n<td>General terms or rules used by one party. The source\u2019s Article 384 \u00a71 analysis focuses on whether they were provided to the other party before the contract was concluded.<\/td>\n<td>Article 384 \u00a71, Civil Code<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<h2>Why \u201czadatek\u201d on the pro forma invoice does not decide the dispute<\/h2>\n<h3>The pro forma invoice is not the parties\u2019 contract<\/h3>\n<p>A pro forma invoice is not a VAT invoice and does not itself constitute a contract between the parties (<a href=\"https:\/\/www.biznes.gov.pl\/pl\/portal\/00241\">biznes.gov.pl<\/a>). The supplier\u2019s description of a payment on that document may be evidence of how it understood the arrangement. It does not automatically establish that Article 394 applies.<\/p>\n<p>That distinction matters particularly when the commercial terms were agreed by phone and neither party signed a document stating that the payment was <em>zadatek<\/em>.<\/p>\n<h3>Your bank transfer reference is evidence too<\/h3>\n<p>The transfer reference may be the only contemporaneous document in which <strong>you described the purpose of your payment<\/strong>. If it says \u201cadvance payment for\u2026\u201d or \u201cprepayment for\u2026,\u201d a court can consider that description when assessing the payment\u2019s character. It is not automatically decisive, but neither is the supplier\u2019s pro forma invoice.<\/p>\n<p>The Polish lower-court decisions cited in the source address the treatment of a prepayment where the contract did not expressly reserve it as <em>zadatek<\/em>: <a href=\"https:\/\/orzeczenia.ms.gov.pl\/content\/$N\/152015250000503_I_C_000136_2021_Uz_2021-07-16_001\">I C 136\/21<\/a> and <a href=\"https:\/\/orzeczenia.ms.gov.pl\/content\/$N\/154505250007527_XV_GC_002847_2015_Uz_2016-03-09_001\">XV GC 2847\/15<\/a>. Article 394 is a default rule, applying \u201cin the absence of a different contractual stipulation or custom\u201d (<a href=\"https:\/\/isap.sejm.gov.pl\/isap.nsf\/download.xsp\/WDU20240001061\/U\/D20241061Lj.pdf\">Civil Code, consolidated text<\/a>).<\/p>\n<h3>Even if it was <em>zadatek<\/em>, the supplier must meet the retention conditions<\/h3>\n<p>The source\u2019s analysis of Article 394 \u00a71 requires <strong>both<\/strong> of these conditions for the recipient to retain the payment:<\/p>\n<ol>\n<li>The party that paid the <em>zadatek<\/em> failed to perform the contract.<\/li>\n<li>The party that received it withdrew from the contract.<\/li>\n<\/ol>\n<p>If either condition is missing, the recipient cannot rely on that retention rule. Where the supplier failed to deliver, never gave notice of withdrawal, raised no objection, and said by phone that it would refund the money, those facts work against its claim to keep the payment.<\/p>\n<h2>Build the refund demand on two arguments<\/h2>\n<p>An effective demand need not depend entirely on winning an argument over the word \u201cdeposit.\u201d Use a primary claim and a fallback response to the supplier\u2019s likely defense.<\/p>\n<h3>Primary argument: the payment\u2019s intended purpose was not achieved<\/h3>\n<p>The source identifies <strong>undue performance because the intended purpose of the payment was not achieved<\/strong> as the main basis for a refund: Article 410 \u00a72 in conjunction with Article 405 of the Civil Code. You paid to receive goods or services; the goods were not delivered or the service was not performed. On that analysis, the payment should be returned.<\/p>\n<p>The argument does not depend on having a written contract or on the label used on the pro forma invoice.<\/p>\n<h3>Fallback argument: a <em>zadatek<\/em> still cannot be retained<\/h3>\n<p>If the supplier insists that the payment was <em>zadatek<\/em>, address Article 394 \u00a71 directly. Ask it to establish both the payer\u2019s failure to perform and the supplier\u2019s withdrawal from the contract. If the supplier itself did not deliver and gave no notice of withdrawal, the source\u2019s analysis is that it has no right to retain the money under that provision.<\/p>\n<h3>Address a claim that the money has been spent<\/h3>\n<p>The supplier may say it no longer has the funds and invoke Article 409 of the Civil Code, concerning consumption or loss of a benefit. Under the source\u2019s analysis, that defense is available only where the recipient <strong>should not have expected to have to return the benefit<\/strong>.<\/p>\n<p>Identify when that expectation arose. For example, once an agreed collection deadline passed without the goods being available, the supplier should have anticipated a refund obligation. Set out the relevant date and evidence in the demand rather than leaving the point unanswered.<\/p>\n<h2>What to put in a pre-litigation demand<\/h2>\n<p>A written demand gives the supplier a final opportunity to refund voluntarily. It also creates a record of an attempt to resolve the matter without court proceedings. Under Article 187 \u00a71 point 3 of the Polish Code of Civil Procedure, a statement of claim must include information about such an attempt.<\/p>\n<table>\n<thead>\n<tr>\n<th>Element<\/th>\n<th>What to include<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td><strong>Parties<\/strong><\/td>\n<td>Full details of the claimant and the supplier.<\/td>\n<\/tr>\n<tr>\n<td><strong>Payment demand<\/strong><\/td>\n<td>The amount, bank account for the refund, and a specific deadline\u2014typically <strong>seven days from receipt<\/strong>.<\/td>\n<\/tr>\n<tr>\n<td><strong>Chronology<\/strong><\/td>\n<td>The agreed transaction, payment, missed performance or collection dates, communications, and any earlier request for a refund.<\/td>\n<\/tr>\n<tr>\n<td><strong>Primary legal basis<\/strong><\/td>\n<td>Article 410 \u00a72 in conjunction with Article 405 of the Civil Code: the intended purpose of the performance was not achieved.<\/td>\n<\/tr>\n<tr>\n<td><strong>Fallback legal basis<\/strong><\/td>\n<td>Article 394 \u00a71: explain why the conditions for retaining a <em>zadatek<\/em> were not met.<\/td>\n<\/tr>\n<tr>\n<td><strong>Article 409 response<\/strong><\/td>\n<td>State when the supplier should have anticipated having to return the payment.<\/td>\n<\/tr>\n<tr>\n<td><strong>Interest<\/strong><\/td>\n<td>Identify the interest claimed and when it will start accruing.<\/td>\n<\/tr>\n<tr>\n<td><strong>Next step<\/strong><\/td>\n<td>State that court proceedings may follow if payment is not made.<\/td>\n<\/tr>\n<tr>\n<td><strong>Out-of-court attempt<\/strong><\/td>\n<td>Identify the letter as a final pre-litigation demand and an attempt to resolve the dispute out of court.<\/td>\n<\/tr>\n<tr>\n<td><strong>Evidence<\/strong><\/td>\n<td>Attach the transfer confirmation, pro forma invoice, and relevant correspondence.<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>Keep proof of sending and delivery. The date of receipt matters if your payment deadline runs from it.<\/p>\n<h3>When does interest start, and which rate applies?<\/h3>\n<p>For an <strong>obligation with no specified due date<\/strong>, the source explains that a demand makes the claim due under Article 455 of the Civil Code. It therefore recommends giving a clear deadline\u2014typically <strong>seven days after receipt<\/strong>\u2014and stating that statutory interest for late payment will accrue after that deadline under Article 481.<\/p>\n<p>For a B2B <strong>commercial transaction<\/strong>, the source also identifies interest on commercial transactions as a potentially higher rate. For <strong>January 1\u2013June 30, 2026<\/strong>, it gives <strong>14%<\/strong> for standard commercial transactions, citing the <a href=\"https:\/\/isap.sejm.gov.pl\/isap.nsf\/download.xsp\/WMP20250001257\/O\/M20251257.pdf\">announcement published as Monitor Polski 2025, item 1257<\/a>. Check the applicable rate and basis for the period of your claim rather than treating a historical figure as permanent.<\/p>\n<table>\n<thead>\n<tr>\n<th>Type of interest<\/th>\n<th>Formula or limit stated in the source<\/th>\n<th>First half of 2026<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>Statutory interest for late payment<\/td>\n<td>National Bank of Poland reference rate + 5.5 percentage points<\/td>\n<td>Variable with the reference rate<\/td>\n<\/tr>\n<tr>\n<td>Interest on commercial transactions<\/td>\n<td>National Bank of Poland reference rate + 8 percentage points<\/td>\n<td>14% for standard commercial transactions<\/td>\n<\/tr>\n<tr>\n<td>Maximum interest for late payment<\/td>\n<td>Twice statutory interest for late payment<\/td>\n<td>Article 481 \u00a72\u00b9, Civil Code<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<h2>Do not let the limitation period expire<\/h2>\n<p>A claim for the return of undue performance under Article 410 follows the general limitation rules in Article 118 of the Civil Code. Where a B2B claim is connected with business activity, the source gives a <strong>three-year<\/strong> period, ending on <strong>December 31<\/strong> of the relevant year (<a href=\"https:\/\/isap.sejm.gov.pl\/isap.nsf\/download.xsp\/WDU20240001061\/U\/D20241061Lj.pdf\">Civil Code, consolidated text<\/a>).<\/p>\n<p>Under Article 120 \u00a71, the source describes the starting point as the earliest date on which the claim could have become due:<\/p>\n<ol>\n<li><strong>No contract was ever concluded:<\/strong> from the payment date.<\/li>\n<li><strong>The legal basis ceased later<\/strong>, for example following withdrawal from the contract: from that later event.<\/li>\n<\/ol>\n<p><strong>Waiting to send a demand does not postpone the start of the limitation period.<\/strong> The source cites <a href=\"http:\/\/www.sn.pl\/sites\/orzecznictwo\/orzeczenia3\/ii%20cskp%201908-22.pdf\">Polish Supreme Court decision II CSKP 1908\/22<\/a> on the earliest objectively possible due date. Act promptly so that there is time to pursue the claim if the supplier does not pay.<\/p>\n<h2>When withdrawal from the contract may be needed<\/h2>\n<p>An oral agreement can still be relevant. If the parties concluded a reciprocal contract, even without signing it, and the supplier has not performed, consider the separate route of <strong>withdrawal under Article 491 of the Civil Code<\/strong>.<\/p>\n<p>The sequence set out in the source is:<\/p>\n<ol>\n<li><strong>Set an additional performance deadline.<\/strong> Give the supplier a specific further period to perform and warn that you will withdraw if it does not.<\/li>\n<li><strong>Give notice of withdrawal.<\/strong> If the additional period expires without performance, make the withdrawal declaration.<\/li>\n<li><strong>Demand return of your payment.<\/strong> Rely on Article 494 of the Civil Code and specify a refund deadline.<\/li>\n<\/ol>\n<p>The withdrawal notice and refund demand can be combined in one letter; the source cites <a href=\"https:\/\/orzeczenia.ms.gov.pl\/content\/$N\/152510450000503_I_C_000041_2024_Uz_2025-04-04_002\">I C 41\/24<\/a> for that practical approach.<\/p>\n<p>If a lawyer or other representative signs the letter, check the power of attorney. Authority to send a payment demand should not be assumed to include authority to make a <strong>declaration of withdrawal<\/strong>. Conversely, granting authority to withdraw does not itself withdraw from the contract: the letter must actually contain the declaration.<\/p>\n<h2>Can the supplier rely on standard terms you never received?<\/h2>\n<p>A supplier may point to its general terms and conditions, or <em>OWU<\/em>, saying that prepayments are <em>zadatek<\/em> or non-refundable. The source\u2019s Article 384 \u00a71 position is that a standard form binds the other party if it was provided <strong>before the contract was concluded<\/strong>. The <a href=\"http:\/\/www.sn.pl\/sites\/orzecznictwo\/orzeczenia3\/i%20csk%20241-17-1.pdf\">Polish Supreme Court judgment I CSK 241\/17<\/a> emphasizes an opportunity to review the terms before entering the particular contract.<\/p>\n<p>How the terms were provided\u2014and whether the supplier can prove it\u2014therefore matters.<\/p>\n<table>\n<thead>\n<tr>\n<th>Method<\/th>\n<th>Practical assessment in the source<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>PDF attached to an email before contract formation<\/td>\n<td>High certainty<\/td>\n<\/tr>\n<tr>\n<td>Direct link to a specific document version<\/td>\n<td>Medium-high<\/td>\n<\/tr>\n<tr>\n<td>General link to a page containing the terms<\/td>\n<td>Medium; version-control concerns<\/td>\n<\/tr>\n<tr>\n<td>Reference in an email footer<\/td>\n<td>Low; generally insufficient<\/td>\n<\/tr>\n<tr>\n<td>Reference on a pro forma invoice<\/td>\n<td>Low, particularly if sent after the terms were agreed<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>If the supplier did not provide its standard terms before the contract was concluded, the source\u2019s conclusion is that it cannot rely on them in the dispute.<\/p>\n<h2>Preserve the evidence before sending your demand<\/h2>\n<p>Without a signed contract, the transaction history becomes especially important. Collect:<\/p>\n<ol>\n<li><strong>The bank transfer confirmation<\/strong>, including the complete payment reference.<\/li>\n<li><strong>The supplier\u2019s pro forma invoice<\/strong>, showing how it described the payment.<\/li>\n<li><strong>Emails<\/strong> recording the order, price, delivery arrangements, and any promise to refund.<\/li>\n<li><strong>Text and messaging-app conversations.<\/strong> The source notes that these may be evidence as documents containing text under Article 243\u00b9 of the Code of Civil Procedure or as other evidence.<\/li>\n<li><strong>Call recordings<\/strong>, where the person who recorded the conversation participated in it; the source cites <a href=\"http:\/\/www.sn.pl\/sites\/orzecznictwo\/orzeczenia3\/ii%20psk%20203-21-1.pdf\">Supreme Court decision II PSK 203\/21<\/a>.<\/li>\n<li><strong>Every agreed collection or delivery deadline<\/strong>, including dates on which collection did not occur.<\/li>\n<li><strong>The record of what contract documents and standard terms were\u2014or were not\u2014sent<\/strong> before the parties agreed.<\/li>\n<\/ol>\n<p>Preserve complete message threads with dates, phone numbers, and account identifiers. A coherent history that matches the invoices and bank transfers is more useful than isolated screenshots; a screenshot without its source file is weaker evidence.<\/p>\n<h2>Court costs and practical recovery<\/h2>\n<p>For a claim of <strong>up to PLN 20,000<\/strong>, the source identifies simplified proceedings under Article 505\u00b9 \u00a71 of the Code of Civil Procedure. Poland\u2019s electronic writ-of-payment procedure, known as <strong>EPU<\/strong>, can produce a payment order remotely. The <a href=\"https:\/\/www.gov.pl\/web\/gov\/elektroniczne-postepowanie-upominawcze-epu--usluga-online\">government\u2019s EPU information<\/a> gives an average <strong>49-day<\/strong> wait for an order in <strong>2025<\/strong>.<\/p>\n<p>That is a time to obtain an order, <strong>not<\/strong> a forecast for receiving the funds. If the defendant objects, the matter proceeds before an ordinary court.<\/p>\n<table>\n<thead>\n<tr>\n<th>Cost item<\/th>\n<th>Source\u2019s indicative figure for a PLN 1,500\u20135,000 claim<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>EPU court fee<\/td>\n<td>One-quarter of the ordinary fee, minimum PLN 30<\/td>\n<\/tr>\n<tr>\n<td>Minimum legal-representation rate<\/td>\n<td>PLN 900<\/td>\n<\/tr>\n<tr>\n<td>Correspondence and service<\/td>\n<td>Several dozen zlotys<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<p>Legal-representation costs awarded against the other party may not cover the fee you actually pay your lawyer (<a href=\"https:\/\/isap.sejm.gov.pl\/isap.nsf\/download.xsp\/WDU20260000215\/O\/D20260215.pdf\">Journal of Laws 2026, item 215<\/a>). A well-supported pre-litigation demand gives you an opportunity to obtain repayment before incurring litigation costs.<\/p>\n<h2>VAT documents when a prepayment is refunded<\/h2>\n<p>A pro forma invoice is <strong>not a VAT invoice<\/strong> and does not itself entitle the buyer to deduct VAT. If the supplier issued an <strong>advance payment invoice<\/strong> after receiving the funds under Article 106b(1)(4) of the Polish VAT Act, the source states that refunding the payment requires a <strong>corrective invoice<\/strong> under Article 106j(1). A buyer that deducted input VAT from the advance payment invoice should reduce that deduction after receiving the correction (<a href=\"https:\/\/isap.sejm.gov.pl\/isap.nsf\/download.xsp\/WDU20250000775\/T\/D20250775L.pdf\">VAT Act, consolidated text<\/a>).<\/p>\n<p>If only a pro forma invoice was issued and no advance payment invoice followed, the source says there is no VAT invoice to correct. Where a correction is required, transferring the refund alone does not replace the corrective invoice.<\/p>\n<h2>If your company receives prepayments<\/h2>\n<p>The documentation problem works both ways. If your company accepts money without clear contract terms, proof that its OWU were provided, or a written record of a customer\u2019s withdrawal, it may struggle to defend a decision to retain the payment.<\/p>\n<p>To reduce that risk:<\/p>\n<ol>\n<li><strong>Provide your OWU before the contract is concluded<\/strong> and retain proof, such as the email attaching the PDF or an acknowledgment of receipt.<\/li>\n<li><strong>Document a customer\u2019s withdrawal<\/strong> with a dated, signed written declaration.<\/li>\n<li>If a payment is intended to be **Article 394 *zadatek***, say so expressly in the contract, refer to Article 394, and set out the consequences of non-performance and how the sum is credited toward the price.<\/li>\n<li>If it is intended to be an <strong>advance payment<\/strong>, exclude the application of Article 394 and specify the refund deadline.<\/li>\n<\/ol>\n<h2>Checklist before paying a Polish pro forma invoice<\/h2>\n<table>\n<thead>\n<tr>\n<th>Step<\/th>\n<th>Action<\/th>\n<th>Indicative time<\/th>\n<\/tr>\n<\/thead>\n<tbody>\n<tr>\n<td>1<\/td>\n<td>After a phone call, email confirmation of the goods or services, price, delivery date, and whether the payment is an advance payment or <em>zadatek<\/em>.<\/td>\n<td>5 minutes<\/td>\n<\/tr>\n<tr>\n<td>2<\/td>\n<td>Write your own clear transfer reference, such as \u201cadvance payment for\u2026\u201d or \u201cprepayment for\u2026\u201d. Do not automatically copy the pro forma invoice\u2019s wording.<\/td>\n<td>1 minute<\/td>\n<\/tr>\n<tr>\n<td>3<\/td>\n<td>Check whether the supplier provided its OWU before the contract was concluded, and preserve the record of what was sent.<\/td>\n<td>2 minutes<\/td>\n<\/tr>\n<tr>\n<td>4<\/td>\n<td>Keep the pro forma invoice, transfer confirmation, emails, and messages together.<\/td>\n<td>Ongoing<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<h2>Checklist before sending a refund demand<\/h2>\n<ol>\n<li><strong>Establish the facts:<\/strong> Is there a written contract? Were OWU provided? What does the bank transfer reference say? Did the supplier give notice of withdrawal?<\/li>\n<li><strong>Use both arguments:<\/strong> Article 410 \u00a72 with Article 405 as the primary refund basis; Article 394 \u00a71 as the response if the supplier claims it may retain a <em>zadatek<\/em>.<\/li>\n<li><strong>Address Article 409:<\/strong> identify when the supplier should have expected to return the money.<\/li>\n<li><strong>Set a payment deadline:<\/strong> typically seven days from receipt, with the refund account and the interest basis stated clearly.<\/li>\n<li><strong>Record the settlement attempt:<\/strong> identify the letter as a final pre-litigation demand and an attempt to resolve the dispute out of court for Article 187 \u00a71 point 3 purposes.<\/li>\n<li><strong>Secure the evidence:<\/strong> especially the full transfer reference, pro forma invoice, correspondence, and missed collection dates.<\/li>\n<li><strong>Check the representative\u2019s authority:<\/strong> if the letter withdraws from a contract, ensure the power of attorney covers that declaration.<\/li>\n<li><strong>Check the final document:<\/strong> remove unfinished placeholders and drafting comments; verify dates, places, authorized signatures, and attachments.<\/li>\n<\/ol>\n<h2>Put a clearer payment process in place<\/h2>\n<p>A confirmation email, a precise bank transfer reference, and an express agreement on whether the money is <em>zaliczka<\/em> or <em>zadatek<\/em> can prevent a costly dispute. The same discipline should apply to sales: agree the payment\u2019s character and provide standard terms before the contract is concluded.<\/p>\n<p>If a Polish supplier is withholding your prepayment, send us the pro forma invoice, transfer confirmation, and correspondence. We can assess the recovery prospects and prepare a pre-litigation demand with an appropriate specific power of attorney. We can also prepare short order-confirmation templates, payment clauses, and OWU with a delivery process. <a href=\"https:\/\/sawaryn.com\/kontakt\/\">Contact us<\/a>.<\/p>\n<h2>Frequently asked questions<\/h2>\n<p><strong>Can I recover a prepayment if there is no written contract and the supplier did not deliver?<\/strong><br \/>\nYes, the absence of a written contract does not itself remove your refund claim. The source\u2019s primary argument is undue performance because the payment\u2019s intended purpose was not achieved, under Article 410 \u00a72 in conjunction with Article 405 of the Civil Code. It may also be harder for the supplier to prove that the payment was <em>zadatek<\/em> without written terms.<\/p>\n<p><strong>Does \u201czadatek\u201d on the supplier\u2019s pro forma invoice let it keep the money?<\/strong><br \/>\nNot by itself. The label is evidence, not a conclusive agreement. Under the Article 394 \u00a71 retention analysis used here, the payer must have failed to perform and the recipient must have withdrawn from the contract. If the supplier failed to deliver and did not withdraw, those conditions are not met.<\/p>\n<p><strong>Does my bank transfer reference matter?<\/strong><br \/>\nYes. It records your own description of why you paid. A reference saying \u201cadvance payment\u201d or \u201cprepayment\u201d may be important alongside the supplier\u2019s documents and the parties\u2019 correspondence. Write it deliberately rather than copying the pro forma invoice without checking the agreed terms.<\/p>\n<p><strong>Must I send a demand before filing a claim?<\/strong><br \/>\nThe source does not treat it as an absolute procedural prerequisite. A statement of claim must, however, contain information about an attempt to resolve the dispute out of court under Article 187 \u00a71 point 3 of the Code of Civil Procedure. For an obligation without a specified due date, the source also explains that a demand makes the claim due under Article 455; the deadline it sets is relevant to late-payment interest.<\/p>\n<p><strong>What if the supplier says it has spent the money?<\/strong><br \/>\nThat does not automatically end the claim. Under the source\u2019s Article 409 analysis, the question includes whether the supplier should have expected to return the benefit. Record when a delivery or collection deadline passed and why, from then on, a refund should have been anticipated.<\/p>\n<p><strong>How long do I have to claim the refund?<\/strong><br \/>\nFor a claim connected with business activity, the source gives a three-year limitation period under Article 118 of the Civil Code. Its starting point is tied to the earliest date the claim could have become due, not the date you eventually send your demand. Do not delay while trying to settle informally.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Learn how Polish zaliczka and zadatek rules affect refunds, what evidence to preserve, and how to demand repayment when a supplier fails to deliver.<\/p>\n","protected":false},"author":14,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":"","sip_alt_url":"https:\/\/sawaryn.com\/publikacje\/zwrot-przedplaty-z-proformy\/","sip_en_pl_url":"https:\/\/sawaryn.com\/en\/publikacje\/recover-prepayment-pro-forma-invoice-poland\/","sip_pair_uuid":"0dd759b1-cc6a-472b-a0de-e443619eab90","sip_pair_state":"verified"},"categories":[1],"tags":[1236,1249,831],"specialization":[5],"practice_area":[],"class_list":["post-2749","post","type-post","status-publish","format-standard","hentry","category-uncategorized","tag-b2b-agreement","tag-contract-law","tag-taxes","specialization-contracts"],"acf":[],"_links":{"self":[{"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/posts\/2749","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/users\/14"}],"replies":[{"embeddable":true,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/comments?post=2749"}],"version-history":[{"count":1,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/posts\/2749\/revisions"}],"predecessor-version":[{"id":2750,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/posts\/2749\/revisions\/2750"}],"wp:attachment":[{"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/media?parent=2749"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/categories?post=2749"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/tags?post=2749"},{"taxonomy":"specialization","embeddable":true,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/specialization?post=2749"},{"taxonomy":"practice_area","embeddable":true,"href":"https:\/\/sawaryn.com\/us\/wp-json\/wp\/v2\/practice_area?post=2749"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}