Several weeks often pass between agreeing the terms and signing the notarial deed - time for the bank’s decision, for preparing documents or for the seller to move out. In Poland, a preliminary agreement (umowa przedwstępna) makes this period safe for both sides: it commits them to concluding the sale on the agreed terms. It is worth knowing how to prepare it well.

Written or notarial form

A preliminary agreement can be signed in writing or in the form of a notarial deed - and the difference matters.

  • Written form - if one party refuses to conclude the sale, the other can mainly claim compensation for having relied on it, for example reimbursement of the costs incurred.
  • Notarial form - has a stronger effect: the other party can ask a court to compel the conclusion of the sale itself. It also allows the buyer’s claim to be entered in the land and mortgage register, which makes it effective against anyone who might acquire rights to the property later.

For high-value properties, a long period before the final agreement or a substantial payment, notarial form is usually the more sensible choice. The notary’s fee for a preliminary agreement is lower than for the sale agreement.

Deposit or advance payment

These are the most frequently confused terms, and their consequences are entirely different.

  • Deposit (zadatek) - if the sale falls through because of the buyer, the seller can withdraw and keep the deposit. If it falls through because of the seller, the buyer can withdraw and demand twice the deposit back. If the sale goes ahead, the deposit is counted towards the price. If the transaction does not happen for reasons for which neither party - or both parties - are responsible, the deposit is returned to the buyer.
  • Advance payment (zaliczka) - simply part of the price paid up front. If the sale does not take place, it is as a rule refunded, regardless of which party withdrew.

A deposit holds both parties to their commitment more firmly. The parties agree its amount themselves - what matters is that it is stated explicitly and that the word “deposit” or “advance payment” is used deliberately.

What the agreement should contain

  • a precise description of the property: address, land and mortgage register number, floor area, storage rooms and parking space;
  • the price, method and dates of payment, including any part financed by a mortgage;
  • the date of the sale agreement;
  • the deposit or advance payment - its amount and payment date;
  • the date and terms of handover, the condition in which the property will be handed over and the furnishings that stay;
  • the seller’s assurances about the legal status - no encumbrances, arrears or registered occupants - or how these will be cleared before the final agreement;
  • how the transaction costs are shared.

Deadlines to watch

It is best to state a specific date for the sale agreement, with a reasonable margin for formalities. If no date is set, it must be fixed within a year of signing the preliminary agreement - after that, the conclusion of the sale can no longer be demanded. Claims under a preliminary agreement expire one year after the date on which the sale was to be concluded.

Buying with a mortgage

If the buyer is financing the purchase with a mortgage, it is worth stating what happens if the bank refuses - for example, that the deposit is returned in that case. Banks usually ask for the preliminary agreement at the application stage, and the date of the final agreement should allow time for the decision.

A calm transaction

A well-prepared preliminary agreement means fewer surprises at the notary. We help agree its terms, check the documents and guide the transaction all the way to the handover of the keys - so that both sides know what to expect. What to prepare before a sale is covered in our guide Documents needed to sell a property.

This article is for information only and does not constitute legal advice.