A pro forma invoice, provided that its content complies with the provisions of Article 66(1) of the Civil Code, may be treated as a commercial offer. Consequently, the provisions of Articles 66–70 of the Civil Code will apply.
What conditions must a pro forma invoice therefore meet in order to produce the aforementioned effects?
In accordance with Article 66 of the Civil Code:
A declaration to the other party of the intention to conclude a contract constitutes an offer if it specifies the essential terms of that contract.
A pro forma invoice must therefore contain all the details that a typical commercial contract should contain, namely the identification of the parties, the subject matter of the contract, the price and the payment deadline.
If an offer in this form (a pro forma invoice meeting the conditions set out in Article 66(1) of the Civil Code) is accepted, e.g. by making payment, the contract will be concluded through the acceptance of the offer made.
It should be borne in mind that a declaration of intent accepting the content of the offer may be made through implied conduct, which is directly supported by Article 60 of the Civil Code. (judgment of the Court of Appeal in Białystok of 19 March 2015, ref. no. I ACa 920/14).
Importantly, a contract may also be concluded on this basis where the pro forma invoice relates solely to the amount of the advance payment (provided that this is clearly stated in its content, i.e. in the content of the offer).
This was confirmed in the judgment of 19 March 2015, ref. no. I Aca 920/14, by the Court of Appeal in Bydgoszcz, 1st Civil Division.
The effects of concluding a contract in the manner described are identical to those of concluding contracts in a more formalised form. A contractual relationship of a specific nature is therefore established, and as regards the consequences of non-performance or defective performance, the general principles of civil law apply, including, for example, the provisions of Article 471 et seq. governing contractual liability, and the provisions governing liability under the warranty for defects in goods, etc.
If you require legal advice regarding pro forma invoices or any other matter, please contact HWW Hewelt Wojnowski Lindner i Wspólnicy.
*The content of this article reflects solely the author’s views. The author accepts no liability for the factual content herein or for the manner in which the information contained herein is used.
HWW lawyers offer consultations in Warsaw and online.
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