Purchase-Sale Agreement: When Is Certified Translation Needed?

A purchase-sale agreement is one of the most commonly concluded types of contracts in commercial and private transactions. It documents the transfer of ownership of goods or rights from one person (seller) to another (buyer) in exchange for a specified price. While in domestic transactions its form and content are usually well-known, the situation becomes complicated when the agreement concerns an international transaction or when one of the parties is a foreigner. In such cases, the need for certified translation of the purchase-sale agreement often arises.

What is a purchase-sale agreement and what does it regulate?

A purchase-sale agreement is a named contract regulated in the Polish Civil Code. According to its provisions, through a sale agreement, the seller undertakes to transfer ownership of a thing to the buyer and deliver the thing to them, while the buyer undertakes to receive the thing and pay the seller the price. The subject of the agreement can be not only material things (e.g., car, apartment, computer) but also property rights or energy.

Interestingly, the sold goods do not have to be the seller's property at the time of concluding the agreement, or even exist – it's possible to conclude an agreement concerning future goods. The parties to the agreement can be natural persons, legal entities, and organizational units without legal personality that are granted legal capacity by law.

The seller's obligation is to transfer ownership and deliver the subject of the agreement, while the buyer is obligated to receive it and pay the agreed price. The price should correspond to the value of the goods, although its exact determination is a matter of agreement between the parties. In some cases, payment in installments is possible.

What elements must a purchase-sale agreement contain?

The Civil Code does not impose one rigid form for all purchase-sale agreements. Usually, however, for evidentiary purposes and transaction security, written form is preferred. In some cases, e.g., when selling real estate, notarial deed form is required. The simplest form of agreement is a fiscal receipt.

Regardless of form, every purchase-sale agreement should contain at least the following elements (so-called essentialia negotii):

• Identification of the parties to the agreement: Exact details of the seller and buyer (names, surnames, addresses, PESEL/NIP/REGON numbers, company names, etc.).
• Determination of the subject of the agreement: Precise description of the sold thing or right (e.g., brand, model, VIN number of a car; address, land registry number of real estate).
• Determination of the price: The amount the buyer undertakes to pay.

Additionally, the agreement may contain other provisions, e.g., concerning the deadline and method of payment, deadline for delivering the subject of the agreement, warranty or guarantee conditions. In international transactions where certified translation from German, English, or other languages is necessary, every element of the agreement must be precisely translated.

Preliminary agreement vs. promised agreement – what's worth knowing?

Sometimes it happens that parties are interested in concluding a transaction but for various reasons cannot finalize it immediately (e.g., the buyer is waiting for a loan, the seller must complete formalities). In such a situation, a preliminary agreement can be concluded. It obliges the parties to conclude a specific agreement in the future (so-called promised agreement) under the conditions specified in the preliminary agreement.

A preliminary agreement is often used in real estate transactions. It gives the buyer a guarantee that the property will not be sold to someone else, and the seller certainty about the future transaction. The preliminary agreement should specify the essential provisions of the promised agreement and the deadline for its conclusion. It can be concluded in any form, but for greater security (especially with real estate), notarial deed form is recommended. Non-performance of the preliminary agreement may give rise to damage claims.

Bilingual purchase-sale agreement – is it always sufficient?

In international transactions, when parties use different languages, bilingual agreements are often prepared (e.g., Polish-German car purchase-sale agreement when importing a car from Germany). Such an agreement contains text in both languages, usually in parallel columns or sections.

Having a bilingual agreement can facilitate communication and understanding of transaction conditions by both parties. In some cases, e.g., when registering a car in Poland, if the purchase-sale agreement is bilingual (one of the languages being Polish), offices often do not require additional certified translation of this specific agreement. However, it should be remembered that other documents (e.g., foreign registration certificate) will still require translation.

When is certified translation of a purchase-sale agreement essential?

Despite the possibility of preparing a bilingual agreement, there are many situations where certified translation of a purchase-sale agreement (or other related documents) is unavoidable:

• When the agreement is prepared only in a foreign language: If the agreement was concluded abroad and is needed for official purposes in Poland (e.g., in court, tax office, vehicle registration), it must be translated into Polish by a sworn translator.
• When a Polish agreement is to be presented abroad: Similarly, if a Polish agreement is to be used in official procedures in another country, its certified translation into the official language of that country will be necessary.
• Real estate transactions abroad: Purchasing real estate in another country often requires preparing the agreement in notarial deed form in the local language. All related documents, as well as any Polish certificates needed for the transaction, will require translation.
• Court disputes: In case of court disputes arising from international agreements, certified translations of documents are crucial for proceedings.
• Requirements of banks and financial institutions: When applying for a loan to purchase the subject of an agreement concluded in a foreign language, the bank may require its translation.

Certified translation gives the document legal force and ensures its credibility in official circulation. This also applies to other documents related to the transaction, e.g., VAT invoices or transport documents.

How to professionally translate a purchase-sale agreement online?

Translating agreements, especially those of legal and commercial nature, requires not only excellent knowledge of languages but also specialized terminology. Therefore, it's worth entrusting this task to experienced professionals.

The Sworny.com platform enables quick and convenient commissioning of certified translation of purchase-sale agreements online:

1. Prepare a scan or clear photo of your agreement.
2. Submit the file through the secure form at Sworny.com, specifying the translation languages.
3. You'll receive offers from sworn translators specializing in legal and commercial translations.
4. Choose the most favorable offer, make payment, and the translator will begin work.
5. You'll receive the completed, authenticated translation in electronic form and, upon request, in paper version.

With Sworny.com, you have confidence that your agreement will be translated reliably, with confidentiality maintained and at a competitive price.