Courts usually respect liability exclusion or limitation clauses in B2B contracts. A reader has asked the following question: “Can my business partner (who sold me a machine that then broke down) refuse to pay damages based on our contract?”

Yes, it is possible. A B2B contract is allowed to limit or even entirely exclude liability in damages. Only liability for losses occasioned intentionally may not be excluded or limited. Intention exists where loss was occasioned because the party in default wanted it to be occasioned or foresaw and accepted such an eventuality.

Limitation/exclusion of liability for negligent losses will typically be enforceable and such clauses are often used in business practice.


For the full text of the article by Paweł Michalski, attorney-at-law and Sendero partner, see Rzeczpospolita on-line.