Zadatek (Forfeitable Down Payment)
A sum paid by one party when a contract is signed that, under Polish law, is forfeited to the other side if the payer backs out without cause, or must be returned doubled if the recipient backs out — unlike an ordinary advance payment.
Сфера дії: Польща.
Визначення
Zadatek is governed by Article 394 of the Civil Code. In the absence of a different contractual provision or local custom, a sum given at signing is presumed to be a zadatek rather than an ordinary advance payment (zaliczka) — but because the practical consequences differ so sharply, careful drafting should state explicitly which one is meant.
If the contract is not performed for a reason attributable to one of the parties, the other party may withdraw without setting an additional deadline and either keep the zadatek received, or demand back double the zadatek it gave. If the contract is instead performed normally, or fails to close for reasons attributable to neither party, the zadatek is credited toward the price or returned in full.
This built-in penalty is what makes zadatek attractive to sellers in a property transaction as a serious commitment device — a buyer who simply changes their mind forfeits it outright, without the seller needing to prove any actual loss.
Приклади
A buyer pays a 20,000 PLN zadatek when signing a preliminary agreement; when they later withdraw without cause, the seller keeps the full amount.
A seller who backs out of a signed preliminary agreement after receiving a 20,000 PLN zadatek must return 40,000 PLN to the buyer.
Financing falls through due to a bank's refusal for reasons unrelated to either party's conduct — the zadatek is returned to the buyer in full rather than forfeited.
Як це впливає на купівлю та продаж
Sellers benefit from insisting the contract explicitly label a payment as zadatek rather than zaliczka, since only the former carries the automatic forfeiture-or-double-return penalty. Buyers should treat handing over a zadatek as a real commitment, not a refundable reservation fee — walking away without cause means losing it entirely.
