Payment Protection: 5 Contract Clauses That Shield You From an Unreliable Counterparty

Your Contract Is Your Best Debt Collector

Unfortunately, even the most thorough counterparty check (which we covered in a previous article) does not give 100% payment certainty. That is why your commercial contracts must work as both a protective shield and a motivator for timely payment.

Below you will find 5 key clauses and safeguards to insert into every B2B contract in order to minimise the risk of non-payment as much as possible. (The legal references below are to the Polish Civil Code, kodeks cywilny, and the Polish Code of Civil Procedure, kodeks postępowania cywilnego.)

1. Retention of Title to the Sold Goods (Art. 589 of the Polish Civil Code)

How it works

This clause, known as pactum reservati dominii, is the strongest protection in a sale of goods (but not services). It states that although the goods physically pass to the counterparty, you remain their owner until the invoice is paid in full.

What you gain

If the counterparty fails to pay, you can lawfully demand the return of the goods. What is more, if the debtor is declared bankrupt, you have the right to exclude those goods from the bankruptcy estate — which is a priority position when recovering assets.

Insert into the contract: "The Seller reserves title to the sold goods until the Buyer has paid the full price under VAT Invoice No. [number] in full."

2. Increase the Statutory Interest for Late Payment

By default, late payment in commercial transactions attracts statutory interest in the amount of 13.25% per annum (rate as of 25 November 2025 in Poland). You can raise this further by introducing a clause on the maximum statutory interest for late payment, currently at 19.5% per annum.

How it works

This is a clause providing that in the event of late performance of a monetary obligation, the debtor will pay you the maximum statutory interest for late payment. The rate varies over time but is always higher than the ordinary statutory interest for late payment in commercial transactions.

What you gain

In case of payment delays, you receive higher compensation that better offsets the loss of time value of money. The debtor must factor in additional, significant costs.

Insert into the contract: "In case of payment delay, the Buyer is obliged to pay to the Seller the maximum statutory interest for late payment."

3. Express Reference to the Right to Recovery-Cost Compensation

Although the 40 / 70 / 100 EUR flat-rate recovery fee is granted to you by statute, it is worth restating it in the contract to remind the counterparty of their statutory obligation.

How it works

This is a restatement and reinforcement of the provisions of the Polish Act on Counteracting Excessive Delays in Commercial Transactions.

What you gain

A psychological effect and a clear signal that any delay will trigger an additional cost (independent of interest), making it even more burdensome for the debtor.

4. Voluntary Submission to Enforcement (Notarial Deed — Art. 777 of the Polish Code of Civil Procedure)

How it works

This safeguard is more expensive (it requires a visit to the notary), but it is extremely powerful. In a notarial deed, the debtor voluntarily submits to enforcement up to a defined amount.

What you gain

In case of non-payment, you skip the litigation stage. You go with the notarial deed straight to the court to obtain an enforcement clause, and from there straight to the bailiff. The recovery process shrinks from months to weeks.

When to use: Apply in large, long-term contracts where risk is high.

5. Choice of Court Clause (Minimise Time)

How it works

By default, you file the lawsuit in the court having jurisdiction over the debtor. If the debtor is hundreds of kilometres away, this complicates the management of the proceedings.

What you gain

You can agree contractually that the court competent to resolve disputes will be the court in your city, or in a major hub closest to you. This shortens the timeline, reduces lawyers\' travel costs and gives you the comfort of managing the case.

Insert into the contract: "Any disputes arising from this Agreement shall be resolved by the common court having jurisdiction over the Seller\'s registered office."

Effective receivables management starts at the contract-negotiation stage. Do not treat contracts as a formality — treat them as a key tool of both prevention and recovery.

Remember: A debt is not the end of the world. The important thing is to have tools to recover it quickly. One of them is the Recover Debt Online service — a simple form that saves your time and effectively recovers your money.