OWU

GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF FREIGHT FORWARDING SERVICES
BY
ZET TRANSPORT SP. Z O.O.

effective as of 15 March 2022

These Terms and Conditions for the Provision of Freight Forwarding Services – with regard to the services referred to in §3 below (hereinafter referred to as the “GTC”) of Zet Transport sp. z o.o., with its registered office in Nowy Sącz (33-300), ul. Flisaków 1, Tax ID No.: 7340019189, REGON: 490012006, share capital: PLN 14,500,000, registered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for Kraków-Śródmieście in Kraków under KRS No. 0000254143 (hereinafter referred to as the “Forwarder”), constitute a contractual template within the meaning of the provisions of the Act of 23 April 1964 – Civil Code (Journal of Laws of 2014, item 121, as amended).

The Ordering Party declares that before commissioning the service, they have familiarized themselves with the currently binding version of the GTC available, among others, on the Zet Transport website https://zettransport.com/ and that they accept the GTC.

§1 Definitions

The terms and abbreviations used in the GTC shall have the following meanings, unless the content in a given case indicates otherwise:

Ordering Party – an entrepreneur commissioning the Forwarder to perform a freight forwarding service or freight forwarding services and concluding an Agreement with the Forwarder. This may be the Sender, the Recipient or another entity.
Agreement – an agreement for the provision of a freight forwarding service or freight forwarding services in relation to a given Shipment, concluded between the Forwarder and the Ordering Party, concluded in one of the modes provided for in the further provisions referred to in §4 of the GTC.
Framework Agreement – an agreement for cooperation in the provision of freight forwarding services concluded between the Forwarder and the Ordering Party. The Framework Agreement may be concluded, in particular, as a result of the Ordering Party accepting the offer of cooperation in the provision of freight forwarding services submitted by the Forwarder. In the performance of the Framework Agreement, the Parties may conclude individual Agreements in relation to individual Shipments or sign a Standing Order.
Freight Forwarding Order – an order for the performance of a freight forwarding service or freight forwarding services in relation to a given Shipment, submitted by the Ordering Party to the Forwarder according to the template used by the Forwarder, on the basis of which, after agreeing on the necessary elements and provisions, the Ordering Party and the Forwarder may conclude an Agreement. Templates of Orders concerning freight forwarding services related to particular types of transport are available on the website https://zettransport.com/
Parties – entities concluding the agreement (Order), i.e. the Ordering Party and the Forwarder.
Sender – the entity indicated by the Ordering Party issuing the Shipment for the purpose of performing the freight forwarding service or services.
Recipient – the entity indicated by the Ordering Party in the transport document to whom the Shipment should be delivered and handed over as part of the performance of the Agreement.
Subcontractor – an entity selected by the Forwarder to whom the Forwarder has commissioned the performance of all or part of the services covered by a given Order.
Contractual Carrier – an entity that concludes a transport agreement with the intention of entrusting its performance to another carrier (actual carrier).
Business Days – days from Monday to Friday, excluding public holidays falling within this period.
Shipment – goods and items together with the required documents, prepared, marked and packed in accordance with the Agreement and applicable law, and in a manner enabling their transport and handling without loss, shortage or damage, intended from a given Sender to a given Recipient, constituting the subject of the freight forwarding service or services.
Transport Document – a document constituting proof of acceptance of the shipment for carriage as well as the course and performance of the transport service, in particular a domestic consignment note, international CMR consignment note, AWB air waybill, B/L bill of lading, CIM note.
Less-than-Truckload Transport (LTL) – domestic or international road transport, the subject of which are Groupage Shipments.
Groupage Shipment – a Shipment of limited dimensions and low cargo weight, transported together with other Shipments, which, within the normal organization of the transport process, may be subject to one or more reloadings during transport.
Full Truckload Transport (FTL) – domestic or international road transport, the subject of which is a Full Truckload Shipment.
Full Truckload Shipment – a Shipment transported by one vehicle, from the Sender to the Recipient, which, within the normal organization of the transport process, is not subject to reloading during transport.
Loading Operations – Shipment Loading and Shipment Unloading: (a) Loading – all activities aimed at placing the Shipment inside the vehicle provided at the loading place, including the proper placement of the Shipment inside the vehicle, as well as cleaning the vehicle in the event of contamination during the performance of the Loading Operations; (b) Unloading – all activities aimed at unloading the Shipment from the vehicle at the unloading place, as well as cleaning the vehicle in the event of contamination during the performance of the Loading Operations.
Consignment Note – a document constituting proof of acceptance of the Shipment for carriage as well as the course and execution of the carriage. A Consignment Note shall in particular mean a domestic consignment note and an international CMR consignment note, as well as any other document which, in a given case, should accompany the Shipment in connection with the carriage instead of – or additionally alongside – the domestic consignment note and the CMR consignment note.
EUR Pallet – a wooden pallet with dimensions of: 120 cm (length) and 80 cm (width), meeting the requirements of the UIC 435-2 standard and legally marked with the EUR trademark.
CARGO Insurance – additional paid transport property insurance concluded upon the explicit request of the Ordering Party in accordance with the insurance conditions provided by the Forwarder.
Additional Freight Forwarding Service – all other services performed as part of the execution of the Order, agreed upon by the Parties, in particular such as: issuing transport documents on behalf of the Sender, logistics and warehousing services, customs services, insurance coverage.
Transport Document (TD) – depending on the type of means of transport used, means a Road Consignment Note (LP), International Road Consignment Note (CMR), Air Waybill (AWB) and Sea Waybill/Bill of Lading (BL).
Road Consignment Note (LP) – means a transport document issued by the Sender of the Shipment with the participation of the Forwarder or Subcontractor in the case of performance of a Domestic Freight Forwarding Service using road transport means.
Air Waybill (AWB) – means a transport document issued by – or on behalf of – the air carrier, confirming acceptance of the Shipment/Goods and constituting proof of conclusion of the transport agreement between the sender and the air carrier.
Bill of Lading (BL) – a sea waybill/cargo receipt confirming receipt of a specified cargo by the sea carrier onto the vessel and obliging the sea carrier to release the cargo at the destination port to the holder of the bill of lading. It is issued at the port of loading by the sea carrier/shipowner (carrier’s bill of lading) or by the agent/Forwarder (forwarder’s bill of lading).
International Road Consignment Note (CMR) – means a transport document issued by the Sender of the Shipment with the participation of the Forwarder or Subcontractor in the case of performance of an International Freight Forwarding Service using road transport means.
Multimodal Transport Document (MHBL in rail transport) – a transport document/cargo receipt for groupage shipments confirming the loading of a specified LCL cargo by the railway carrier onto the train and obliging the railway carrier to release the cargo at the destination terminal to the recipient indicated in the BL. It is issued at the loading terminal by the agent/Forwarder.
Railway Consignment Note (SMGS) – a railway consignment note issued by the railway carrier for a full-container load (FCL) or wagon cargo, confirming receipt of a specified cargo by the railway carrier onto the train at the loading terminal and obliging the railway carrier to release the cargo at the destination terminal to the holder of the consignment note. It is issued at the loading terminal by the railway carrier.
Container – a reusable transport device with a durable structure used for transporting or consolidating goods, intended for transporting general cargo (usually packed in cardboard packaging, parcels, crates, bags, sometimes additionally placed on EUR pallets).
Force Majeure – an event or circumstances external to the Party and impossible to foresee or avoid despite exercising due diligence by the Party. Force majeure includes in particular: war, riots, martial law, state of emergency, strikes, road blockades, natural disasters, flood, earthquake, fires, particularly adverse weather conditions, acts and decisions of public authorities (in particular prohibitions and orders of specific conduct issued by state authorities).
Transport Law – the Act of 15 November 1984 – Transport Law (consolidated text: Journal of Laws of 2017, item 1983).
Incoterms – (International Commercial Terms) a set of international rules defining sales conditions, the use of which is widely accepted worldwide. These rules divide costs and responsibilities between the buyer and the seller and reflect the type of agreed transport. The Incoterms applied by the Parties are Incoterms 2020.
OPFF – General Polish Freight Forwarding Conditions developed and approved by the PISiL Council by Resolution No. 115/09/2022 of 13 December 2022 or any subsequent version adopted after the date of submission of the Freight Forwarding Order.

§2 Scope of Application of the GTC

The GTC constitute an integral part of each Agreement and each Framework Agreement and regulate the rules for the provision of freight forwarding services by the Forwarder to the Ordering Party, unless a specific Agreement provides for other individually agreed terms.
In the event of discrepancies between the provisions of the Agreement and the content of the GTC, the provisions of the Agreement shall prevail. In the event of discrepancies between the content of the Framework Agreement and the content of the GTC, the provisions of the Framework Agreement shall prevail.
In matters not regulated by the provisions of the Agreement, the Framework Agreement or the GTC, the OPFF and the relevant generally applicable provisions of law shall apply. To the extent that the Forwarder personally performs domestic or international transport, the Transport Law and the Convention on the Contract for the International Carriage of Goods by Road (CMR), drawn up in Geneva on 19 May 1956, shall also apply.
The GTC shall also apply to the Forwarder’s relations with Senders, Recipients and other entities involved on the Ordering Party’s side in the performance of the Agreement.
The GTC shall apply in every case where the Ordering Party bears civil liability, both contractual and tortious, unless mandatory provisions of law, the provisions of the Agreement or the Framework Agreement provide otherwise.
Contract templates, general terms and conditions and service regulations applied by other entities may also apply to the Agreement concluded between the Forwarder and the Ordering Party, where their application in relationships of a given type is customary or commonly accepted, or where concluding an agreement with a subcontractor, carrier, forwarder or another entity requires incorporating into the Agreement the contract template, general terms and conditions or service regulations applied by that entity.

§3 Scope of Services Provided

As part of its business activity, the Forwarder professionally and for remuneration provides comprehensive logistics services in the field of the following types of domestic and international transport:
- Road freight forwarding:
  - full truckload (FTL)
  - less-than-truckload shipments (LTL)
- Sea freight forwarding:
  - full container load (FCL)
  - sea groupage cargo (LCL)
- Air freight forwarding
- Rail freight forwarding:
  - full container load (FCL)
  - rail groupage cargo (LCL)
As part of the services referred to in section 1 above, the Forwarder provides the basic services listed in this section. Any other services not listed in this section shall be subject to separate arrangements between the Parties.
- Full truckload road freight forwarding (FTL) and less-than-truckload shipments (LTL) – scope of services:
  - export, import and cross-trade in the door-to-door system based on own fleet and reputable subcontractors to/from any location in Europe and Asia,
  - transport services carried out using curtain-sided trailers, refrigerated trucks, box bodies, truck sets, mega trailers, jumbo trailers, rollers, BDF systems and other means of transport adapted to the Ordering Party’s needs,
  - full truckload and partial shipments,
  - standard and priority / express shipments,
  - additional services (manual reloading, picking, assembly, etc.),
  - support of dedicated operational coordinators,
  - shipment monitoring,
  - coordination of activities of all parties involved in transport execution (customs offices, transshipment terminals),
  - shipment insurance in the <ALL-RISK> transport system,
  - professional consulting.
- Full container load sea freight forwarding (FCL) and sea groupage cargo (LCL) – scope of services:
  - FCL/LCL sea transport in export and import relations in the port-to-port system based on reputable shipping lines to/from any location worldwide,
  - FCL/LCL sea transport in the door-to-door system based on an extensive network of licensed partners and agents to/from any location worldwide,
  - logistics handling of cargo at the loading and unloading ports,
  - issuing sea transport documents,
  - coordination of customs handling in all customs offices in Poland,
  - coordination of fiscal clearance in German ports,
  - coordination of activities of all parties involved in transport execution (shipping lines, inland terminals, port terminals, customs offices, etc.),
  - shipment monitoring at every stage of order execution,
  - shipment insurance in the <ALL-RISK> transport system,
  - professional consulting.
- Air transport – scope of services:
  - cargo transport in export and import,
  - comprehensive cargo handling in the door-to-door system to/from any location worldwide based on a network of licensed partners and agents as well as reputable airlines,
  - air transport in economy, priority, cargo and express services,
  - coordination of customs handling for air transport at Polish airports (Warsaw, Kraków, Katowice, Wrocław, Poznań, Łódź, Gdańsk),
  - coordination of customs clearance in Poland, including simplified procedures and deferred VAT, as well as fiscal clearance at airports in Germany and the Netherlands,
  - coordination of activities of all parties involved in transport execution (airlines, airport terminals, customs offices, etc.),
  - shipment insurance in the <ALL-RISK> transport system,
  - professional consulting.
- Rail freight forwarding – scope of services:
  - rail transport (container transport) FCL/LCL in export and import relations
  - in the door-to-door system based on reputable agents to/from Poland and China,
  - logistics handling of cargo at all terminals in Poland and China,
  - coordination of customs handling in all customs offices in Poland,
  - coordination of activities of all parties involved in transport execution
  - (rail operators, rail terminals, customs offices, etc.),
  - shipment insurance in the <ALL-RISK> transport system,
  - professional consulting.
The Forwarder provides freight forwarding services exclusively to entrepreneurs and does not accept or handle orders from consumers, i.e. natural persons not conducting business activity.
As part of the services referred to in section 1 point 1.1 above, i.e. road freight forwarding services, the Forwarder may perform the transport itself. In such a case, the Forwarder shall simultaneously have the rights and obligations of a carrier. The Forwarder does not personally perform carriage services in sea, air or rail transport; in such cases, the Forwarder undertakes to arrange transport through other entities.
The Forwarder performs freight forwarding services concerning Shipments, excluding goods prohibited by national and international legal regulations and the following types of cargo:
- improperly packed or insufficiently secured shipments. Acceptance of the Shipment for transport by the Carrier does not mean that the shipment has been properly packed and prepared for transport by the Sender,
- documents and written correspondence within the meaning of legal regulations,
- live animals, human and animal remains,
- narcotics and psychotropic substances,
- valuable shipments, in particular: valuables and cash, tokens of entitlement, securities, jewelry products, works of art, antiques, numismatic items, collectors’ items, etc.,
- shipments requiring separate permits or licenses,
- shipments which, due to their properties, may pose a threat to the health or life of people or animals having contact with them, or which may damage other goods
- or any means of transport, tools or equipment used for their handling,
- strategic goods within the meaning of the Act on Foreign Trade in Goods, Technologies and Services of Strategic Importance for State Security and for the Maintenance of International Peace and Security (Journal of Laws 2004.229.2315, as amended),
- goods that cannot be consolidated with other goods.
By signing the order, the Ordering Party declares that it has no connections with any person or entity with whom transactions are prohibited under applicable Polish national or international law, nor is it listed among entities with whom transactions are prohibited under such regulations. If it is determined that the above declaration is untrue, or there are grounds for such determination, the Forwarder shall have the right to immediately terminate cooperation with the Ordering Party without bearing any liability for damages.
In the event that the Forwarder terminates cooperation due to the Ordering Party’s breach of the obligations resulting from this section, the Ordering Party shall be obliged to pay the remuneration due to the Forwarder for services performed and compensate for the resulting damage, including lost profits.

§4 Conclusion of the Agreement

The Forwarder provides freight forwarding services concerning individual Shipments on the basis of an Agreement.
The Agreement between the Forwarder and the Ordering Party concerning the provision of freight forwarding services
- in relation to a given Shipment may be concluded in one of the following modes:
- by acceptance by the Ordering Party of the offer to perform the freight forwarding service submitted by the Forwarder in response to an inquiry submitted by the Ordering Party using the template applied by the Forwarder,
- through negotiations between the Parties, in particular by exchange of electronic correspondence, including by acceptance by the Ordering Party of an offer submitted by the Forwarder,
- in the mode and form resulting from the Framework Agreement concluded between the Ordering Party
- and the Forwarder.
The GTC shall apply in every case where the Forwarder provides freight forwarding services, also where the Agreement is concluded in a mode or form other than those indicated in section 2 points 2.1–2.3 above.

§5 Freight Forwarding Order, Offer

The Freight Forwarding Order should contain all information necessary for the proper performance of freight forwarding services and be submitted by an authorized person, properly completed and signed, on the appropriate form for a given type of freight forwarding service available on the website, and delivered to the Forwarder in writing or electronically. The Order should contain the commercial offer number on the basis of which it was submitted or refer to other documents or arrangements specifying the conditions for the performance of the service, including the price.
In every case, the Freight Forwarding Order must contain all information required in the form in a complete, accurate and truthful manner. The Forwarder shall not be liable for incompleteness, inaccuracies or untruthfulness of statements or information provided in the Freight Forwarding Order.
Submitting an Order in a form other than the templates referred to in section 1 of this paragraph shall not render it invalid. Nevertheless, the Forwarder shall not be liable for the consequences of any errors or misunderstandings arising in connection with receiving the Order in another form, orally or by telephone.
No later than by the end of the next Business Day following receipt of the Freight Forwarding Order, the Forwarder shall inform the Ordering Party by e-mail whether the Forwarder:
- 4.1. expresses readiness to perform the freight forwarding service under the conditions provided for in the Freight Forwarding Order, as well as informs about the amount of remuneration and any other conditions for the performance of the Freight Forwarding Order, which shall be equivalent to the submission by the Forwarder of an offer to perform the freight forwarding service concerning a given Shipment,
- 4.2. refuses to accept the Freight Forwarding Order.
Freight Forwarding Orders may be sent to the Forwarder on Business Days between 8:00 a.m. and 4:00 p.m. A Freight Forwarding Order sent on a day that is not a Business Day or on a Business Day after the time period indicated in the previous sentence shall be deemed sent on the next Business Day.
Unless the Parties agree otherwise, unless it results from agreements concluded between the Parties, commercial offers accepted by the Ordering Party, or the specifics of a given service, the Order for the performance of the service must be submitted at least 48 (forty-eight) hours before the planned loading or unloading.
No response from the Forwarder to the Order within the period provided for in section 4 of this paragraph shall be equivalent to refusal to accept the Freight Forwarding Order. Refusal to accept the Order does not require justification and shall not constitute grounds for any claims against the Forwarder.
The provisions of this section shall apply accordingly in the event that the Ordering Party submits an Order in any other form permitted by the GTC.
The offer to perform the freight forwarding service submitted by the Forwarder concerns solely the performance of freight forwarding services specified by the Ordering Party in the Freight Forwarding Order, in relation to the Shipment specified by the Ordering Party in the Freight Forwarding Order, under typical and uninterrupted conditions.
The offer may be withdrawn before submission of the Freight Forwarding Order if the statement of withdrawal was sent to the Ordering Party electronically before the Ordering Party sent the statement of acceptance of the offer or submitted the Order.
In the content of the offer to perform the freight forwarding service, the Forwarder may specify the validity period of the offer, and in the absence of such information it shall be assumed that the Forwarder remains bound by the offer for no longer than 2 Business Days from the date of its submission or until the planned commencement date of the service, whichever occurs first.
The Ordering Party may, no later than within the period during which the Forwarder is bound by the offer to perform the freight forwarding service, submit to the Forwarder by e-mail a statement of acceptance of the offer, which shall be equivalent to the conclusion of the Agreement. If this period expires ineffectively, the offer shall be deemed not accepted and the Agreement shall not be concluded.
The Ordering Party may accept the Forwarder’s offer only in the wording in which it was submitted by the Forwarder. If the Ordering Party submits a statement accepting the Forwarder’s offer subject to any modification or supplement, this shall be deemed as submission by the Ordering Party of a new offer to the Forwarder for the performance of the freight forwarding service or services. The new offer referred to above shall be deemed accepted by the Forwarder only if the Forwarder submits an explicit statement of acceptance thereof.
The prices included in the offer presented by the Forwarder are net prices.
The Forwarder’s offers and the provisions contained therein regarding prices and services relate only to goods of normal dimensions, normal weight and normal characteristics (unless otherwise agreed); they assume standard means of transport adopted for a given type of service, unrestricted communication connections and political stability in the region where the order is performed, the possibility of immediate onward shipment of goods, as well as the continued validity of existing freight charges, currency relations and tariffs underlying such offers and arrangements, unless such changes had been previously taken into account and were foreseeable.
The Forwarder reserves the right to refuse acceptance of the Order if:
- 16.1. the Shipment contains goods excluded in accordance with the GTC,
- 16.2. the Order was submitted in a manner other than described in the GTC,
- 16.3 the packaging of the Shipment is defective or insufficient, or the Shipment is unpackaged, unless packaging and preparation of the Shipment for transport were entrusted to the Forwarder,
- 16.4. the Ordering Party delays payment for services performed by the Forwarder,
- 16.5. in other cases indicated in the GTC.
The Forwarder shall not bear any liability for damages arising in connection with refusal to accept the Order in the cases described above.
The Forwarder shall not be liable for the consequences of errors and misunderstandings resulting from receiving an Order orally or by telephone if it was not confirmed in writing by the Ordering Party in the manner referred to in this paragraph.
If the Order is withdrawn by the Ordering Party (withdrawal from the Agreement), the Forwarder may, at its own discretion, either demand the agreed remuneration less saved expenses, or demand an appropriate commission. If the Ordering Party proves that the Order was withdrawn for reasons attributable to the Forwarder, the Forwarder shall then only be entitled to reimbursement of incurred costs.
A corrected Freight Forwarding Order requires renewed acceptance by the Forwarder. A fee specified in the offer shall be charged for modification of the Freight Forwarding Order. In addition, the Forwarder shall have the right to adjust the remuneration for the service based on the corrected Freight Forwarding Order.
The Forwarder shall have the right to adjust the remuneration for the service if discrepancies in the characteristics of the Shipment are found, i.e. weight, dimensions, type of packaging, etc., at any stage of execution of the Freight Forwarding Order. For the avoidance of doubt, the dimensions of the Shipment mean the dimensions of the goods or the dimensions of the carrier, whichever are greater.
The provisions of this section shall apply accordingly if the Ordering Party submits the Freight Forwarding Order in written form.
If the Ordering Party fails to provide correct Consignee details in the Freight Forwarding Order, the Forwarder shall have the right to suspend performance of the Agreement and charge the Ordering Party with costs resulting from such situation, in particular storage, downtime, container retention (demurrage, detention), etc., until the Ordering Party provides correct details.
With regard to dangerous goods, the Ordering Party should notify the Forwarder in writing in due time of the intended shipment, specifying the characteristics of the cargo, the degree and type of danger, and its classification. Failure to provide such notification releases the Forwarder from liability for any damage to the goods as well as any damage to third parties, and also constitutes grounds for claims against the Ordering Party for any damage to the Forwarder’s property.

§6 Performance of Freight Forwarding Services

The Forwarder performs freight forwarding services in accordance with the content of the Agreement, applicable laws, and with due diligence.
Unless otherwise provided in the Agreement or the Framework Agreement, the Forwarder may, without the need to obtain the Ordering Party’s consent, entrust the performance of the Agreement to other freight forwarders, either in whole (substitute forwarder) or in part (further forwarder), carriers, and has full freedom to engage any other entities necessary or helpful for the performance of freight forwarding services.
Any change by the Ordering Party – after conclusion of the Agreement – regarding the scope, deadline, method, subject of performance of freight forwarding services or other circumstances indicated in the Freight Forwarding Order requires prior consent of the Forwarder and an appropriate amendment to the Agreement, and may also result in a change of remuneration due to the Forwarder.
Before accepting and performing the first Order from the Ordering Party, the Ordering Party undertakes to provide the Forwarder with copies of documents including:
- 4.1. a current extract/printout from the National Court Register (KRS) or the Central Registration and Information on Business (CEIDG), or another register appropriate for the legal form of the Ordering Party’s business activity,
- 4.2. certificates of assignment of NIP and REGON numbers (if such data do not result from CEIDG or the National Court Register),
- 4.3. a statement of the Ordering Party confirming that it is an active VAT taxpayer,
- 4.4. a statement regarding bank account details,
- 4.5. legally required concessions, permits, licenses (if the Ordering Party conducts regulated business activity).
The Forwarder may change the method of performing the Agreement without the Ordering Party’s consent in the event of disruptions or obstacles in the process of providing freight forwarding services resulting from causes not attributable to the Forwarder. The Forwarder is obliged to act in the best interest of the Shipment, in accordance with applicable law and due diligence, whereby the Forwarder’s actions shall be at the cost and risk of the Ordering Party. Whenever possible, the Forwarder shall inform the Ordering Party about the occurrence of the circumstances referred to in the first sentence.
The Forwarder shall not be liable for the consequences of additional instructions and directions given by the Ordering Party directly to persons not authorized to act on behalf of the Forwarder, in particular to entities involved in the performance of freight forwarding services or handling of the Shipment.
For the avoidance of doubt, it is established that the driver or another operator is not a person authorized to act on behalf of the Forwarder. Any change regarding the content or scope of application of the GTC may only be introduced in the Agreement or Framework Agreement, in written form under pain of nullity.
The Forwarder is obliged to perform its activities with due diligence and in accordance with the interests of the Ordering Party.
If the Shipment contains goods excluded under the provisions of the GTC, the Ordering Party bears full responsibility in this respect towards all Parties to the Agreement and state authorities.
The Forwarder reserves the right to inspect the contents of the Shipment. Such inspection shall take place in the presence of the Sender or a third party invited by the Forwarder for this purpose. If discrepancies are found between the statements made by the Ordering Party and/or the Sender in the transport documents, the Forwarder shall charge the Ordering Party with the inspection costs. The necessity to inspect the Shipment may also arise in cases specified by state authorities or administrative bodies. In such case, all costs of such inspection shall be borne by the Ordering Party.
If the Ordering Party fails to provide complete or sufficient information regarding the method of performance of freight forwarding services, the Forwarder shall have discretion in selecting the method and means of performing the freight forwarding services.
Delivery shall be considered timely if performed in accordance with the Freight Forwarding Order as to the day and place. For the avoidance of doubt, delivery times indicated by the Ordering Party in the Order serve only as auxiliary information and indicate the preferred delivery time slot, unless the Ordering Party reserves a special interest in delivery in the Order. For the avoidance of doubt, a special interest in delivery must be communicated to the Forwarder already at the inquiry stage preceding preparation of the offer and thus be included in the Forwarder’s offer. The Ordering Party acknowledges that due to the complex nature and organization of freight forwarding services and due to the frequency and scale of unforeseen circumstances beyond the control of forwarders and carriers affecting performance of freight forwarding services, the Forwarder cannot guarantee delivery of the Shipment within a specified deadline.
In the event of obstacles in performance of the Agreement, the Forwarder shall notify the Ordering Party and request executable instructions, and the Ordering Party is obliged to provide such instructions without delay.
At each request of the Ordering Party, the Forwarder shall provide available information concerning the status, stage, and progress of performance of the freight forwarding services and the Agreement.
In every case where, in connection with or for the purpose of performing the Agreement, the Forwarder incurs obligations or claims are made against the Forwarder, the Ordering Party is obliged to release the Forwarder from such obligations and claims. This applies in particular to cases where the Forwarder acts as consignor or consignee in the shipowner’s bill of lading, airway bill, rail consignment note or other transport documents, and as a result is obliged to bear costs and expenses or by operation of law, as consignor or consignee, becomes the addressee of claims, e.g. due to general average.
After confirmation of the Order by the Forwarder, the Ordering Party is obliged to prepare and release the Shipment at the agreed place and time and, unless the Parties agreed in the Agreement that the Forwarder is responsible for such activities, the Ordering Party is obliged to:
- 16.1. properly package and secure the Shipment against damage in a manner appropriate for the ordered type of transport,
- 16.2. properly mark each package (transport package) with an address label,
- 16.3. place Consignment Notes (minimum 2 copies) and any additional documents in a pouch attached to the transport package together with the address label,
- 16.4. provide the Forwarder with all documents necessary for proper performance of the service,
- 16.5. inform the Forwarder about special characteristics of the Shipment and properly mark the Shipment,
- 16.6. complete loading and release of the Shipment within no more than 30 minutes from the moment the vehicle is presented by the Forwarder, unless the Parties agreed otherwise in the Order,
- 16.7. inform the Forwarder about all circumstances affecting proper performance of the service.
The Sender is obliged to prepare the Shipment and provide a complete set of documents necessary for performance of the Agreement by the Forwarder, in particular: Collective Shipment List, Consignment Notes, and any additional documents accompanying the Shipment, e.g. WZ documents, in accordance with the conditions specified in the Agreement or offer.
The Ordering Party is obliged to prepare and release the Shipment for service execution in properly packaged condition, enabling transshipment and transport without damage during standard handling operations. In cases where the Forwarder deems additional protection necessary, the costs of such protection shall be borne by the Ordering Party.
Contractual penalties resulting from events caused by the Ordering Party, its subcontractors and business partners, defective packaging and documentation errors, as well as costs resulting from general average, shall be borne by the Ordering Party.
The Ordering Party undertakes to send to the Forwarder, on the day of customs clearance or within 30 days, by e-mail to the address specified in the Order, confirmation of customs clearance. Failure to send the SAD document within the specified period shall result in the Forwarder charging VAT for the entire intra-community section at the rate applicable at the time the obligation to charge it arose.
If the Freight Forwarding Order contains a different provision or if there is no provision or statement from the Ordering Party, it shall be assumed that the Ordering Party declares that the goods are not of strategic importance within the meaning of the Act of 29 November 2002 on foreign trade in goods, technologies and services of strategic importance for state security and for maintaining international peace and security (Journal of Laws No. 119 item 1250 as amended), and in the event of any irregularities in the declaration concerning goods of strategic importance, the Ordering Party shall release the Forwarder from all liability in this respect. The Sender bears responsibility for proper placement of the goods in the cargo space of the means of transport, Container, and for consistency of the Shipment weight with the weight stated in the Order.
The Ordering Party is obliged to possess appropriate legal title to the goods and therefore may effectively undertake all obligations contained in the GTC.
Confirmation of acceptance of the Shipment for transport on transport documents means acceptance of the Shipment with regard to the quantity and type of collective packaging, but does not constitute confirmation of its contents, value or weight, or the number of individual packages within the collective packaging.
At the request of the Ordering Party and for separate remuneration agreed by the Parties, the Forwarder shall provide the Ordering Party with other information and possible advice regarding execution of the Order. The Forwarder provides such information according to the best of its knowledge; however, the final decision on whether to follow such information or advice is made solely at the Ordering Party’s own risk.
As proof of delivery, the Forwarder requires the Consignee to confirm receipt of the Shipment described in the transport documents. If the Consignee refuses to issue such confirmation, the Forwarder shall request instructions from the Ordering Party (if possible). In the absence of confirmation of receipt, the Forwarder has the right to re-accept the Shipment at the Ordering Party’s expense, even after unloading.
Release of cargo in maritime transport takes place after submission of original bills of lading (BL) at the office of the shipowner or the Forwarder, depending on the type of bill of lading.
Delivery is deemed properly completed if the transport document is confirmed by entering the date and providing a legible signature, or by entering the date and providing a legible signature or initials together with the personal stamp of the person acting on behalf of the Consignee and the Consignee’s stamp, or by electronic signature in the absence of paper transport documents. In the case of services for which transport documents are not issued, the service is considered completed upon delivery of the Shipment to the place specified in the Order. In the case of services not involving movement of the Shipment, the service shall be considered performed upon providing the Ordering Party with information about its completion and if the Ordering Party raises no objections regarding its performance. The Parties may agree in the Order on another method of confirming performance of the service by the Forwarder.
The Consignee shall not have the right to unpack the Shipment and check its contents before confirming its receipt if the Shipment has been delivered without signs of tampering or damage.
By placing an Order with the Forwarder, the Ordering Party acknowledges and accepts that, in cases justified by applicable law, authorized state authorities, in particular customs services, services responsible for security control or other services performing tasks related to compliance with law and safety in air transport, have the right to issue binding instructions regarding the manner of handling the shipment or to verify its contents, which may affect, among other things, the condition and method of packaging of the shipment in connection with the fulfillment of instructions issued by the above-mentioned services.
If delivery cannot be completed for reasons other than those attributable to the Forwarder and it becomes necessary to store the Shipment, the Forwarder shall have the right to charge the Ordering Party with storage costs starting from the following day, counting from the delivery date resulting from the content of the Order.
Delivery confirmation shall be made available to the Ordering Party by the Forwarder after the delivery has been closed and settled, in the form of scans of Consignment Notes or their electronic copies, a forwarding statement confirming delivery, or in another form agreed by the Parties or adopted for a given type of service in the case of services for which no transport documentation exists.
The Forwarder shall not be liable for late delivery if it occurred for reasons beyond the Forwarder’s control, in particular:
- 32.1. traffic blockades,
- 32.2. refusal to accept the goods for transport by airlines or shipping lines for reasons beyond the Forwarder’s control,
- 32.3. directing delivery to Consignees who do not have the infrastructure or equipment necessary to accept the delivery,
- 32.4. introduction of national or local restrictions preventing delivery to the Consignee, provided that such restrictions are introduced by an official announcement of the authorities,
- 32.5. errors in the data provided in the Order that may affect its timely and complete execution,
- 32.6. suspension of execution of the Order by the Forwarder due to circumstances described in the GTC,
- 32.7. issuing instructions changing essential terms of the Order during its execution,
- 32.8. random events beyond the Forwarder’s control, including failure of the means of transport,
- 32.9. occurrence of Force Majeure events.
In the absence of detailed instructions from the Ordering Party or in the event of difficulties in obtaining them, the Forwarder shall secure the interests of the Ordering Party at its expense, acting at its own discretion in the manner most favorable to the Forwarder in choosing the route, means, conditions and methods of transport, as well as storage and loading of shipments, etc., of which, whenever possible, the Forwarder should notify the Ordering Party in advance.
The performance of loading operations, i.e. loading and unloading of Shipments, shall be the responsibility of the Sender and Consignee respectively. The Forwarder is not obliged to perform loading operations or provide technical means or equipment enabling loading and unloading, unless the Parties agreed otherwise in the Order. The Forwarder’s representative has the right to participate in supervising loading or unloading; if this activity is prevented for the Forwarder’s representative, they shall make an appropriate note in the report, and in such case the Forwarder shall not be liable for any shortages or damage to the goods.
In the event of discrepancies between the Parties’ positions regarding liability related to damage to goods or shortages, the Parties may also resolve the matter with the participation of entities specializing in such assessments or with the help of experts. The costs of engaging experts or companies referred to in the first sentence shall be paid by the party found responsible for the damage or shortage of goods; if no resolution is reached, the Parties shall share the costs equally.
Obstacles independent of the Forwarder or another person acting on its behalf, such as orders of authorities, natural disasters, strikes, road blockades, etc., preventing the performance of all or part of the Forwarder’s obligations, shall release the Forwarder, for the duration of such obstacles, from liability for timely performance of the Order. The Forwarder should, whenever possible, notify the Ordering Party of such obstacles. If their duration is excessively prolonged, the Forwarder may withdraw from the Order even if it has been partially performed. However, before withdrawing from the Order, the Forwarder is obliged to secure the Shipment and the Ordering Party’s interest in consultation with the Ordering Party. In the event of such withdrawal from the Order by the Forwarder, the Forwarder shall be entitled to reimbursement of expenses incurred in connection with performance of the Order and an appropriate part of remuneration for the activities performed.

§7 Special Conditions for the Provision of Air Transport Services

Execution of the Order at the rates offered in the Order is subject to the availability of space on the aircraft.
Execution of the Order within the delivery deadlines offered in the Order is subject to the availability of space on the aircraft.
Rates may change due to changes in weight, dimensions, or Incoterms 2020 conditions.
Any additional costs, in particular customs inspection presentation, scanning, inspection, and storage costs, shall be borne by the Ordering Party and will be re-invoiced to the Ordering Party after being incurred by the Forwarder.
All airline surcharges shall be charged to the Ordering Party and calculated according to current rates.
The volumetric conversion factor shall be considered as 1 CBM = 167 kg [length x width x height in cm / 6000].
The Forwarder’s offer is always prepared for neutral goods unless otherwise stated in the Ordering Party’s inquiry.
In the case of any dangerous shipments, the Ordering Party is obliged to provide all necessary documents, permits, and licenses in due time for the execution of the service.
The Forwarder’s offer always includes a calculation for a single-item customs clearance without inspection, unless otherwise stated in the Ordering Party’s inquiry.
All customs and tax charges related to imports shall be settled by the Ordering Party to the Forwarder’s account or the Customs Office account, depending on the arrangements specified in the Order or otherwise if resulting from an agreement concluded between the Ordering Party and the customs agency selected by the Forwarder.
The offer does not include fees for export or import licenses.
The offer is calculated for the payment deadline and payment terms specified therein; in the event of changes to these parameters, the offer may be subject to change.

§8 Shipment Insurance

The Forwarder is not obliged to insure the Shipment. The Forwarder may conclude, on behalf of or for the benefit of the Ordering Party and at the Ordering Party’s expense, a transport cargo insurance agreement for the Shipment (CARGO insurance).
In order to conclude a transport cargo insurance agreement for the Shipment on behalf of or for the benefit of the Ordering Party, the Ordering Party should order the insurance in the content of the Freight Forwarding Order and specify the required data, in particular the type and value of the Shipment.
The Forwarder may, before concluding the Agreement with the Ordering Party, refuse to accept the order concerning Shipment insurance without providing any reason and without bearing any liability in this respect.
Selecting the “CARGO insurance” option by the Ordering Party and specifying the value of the Shipment shall be equivalent to acceptance of the additional insurance costs. In the event of selecting CARGO insurance, the Ordering Party undertakes in each case to bear all costs and expenses related to transport cargo insurance of the Shipment (CARGO insurance), including reimbursement of such costs and expenses to the Forwarder if incurred by the Forwarder.

§9 Remuneration

For the provision of freight forwarding services, the Ordering Party is obliged to pay the Forwarder the agreed remuneration and reimburse all costs and expenses related to the provision of freight forwarding services.
The remuneration as well as the costs and expenses provided for in the Agreement concern the provision of freight forwarding services specified in the Agreement, the subject of which is the Shipment specified in the Agreement, and are additionally determined assuming standard and uninterrupted conditions for the performance of freight forwarding services. In the event of a change by the Ordering Party in the scope or method of providing freight forwarding services, a change of the Shipment, or the occurrence, for reasons not attributable to the Forwarder, of a change in the conditions for the provision of freight forwarding services or disruptions in the process of providing freight forwarding services, as well as in the event of a change in costs and expenses related to the provision of freight forwarding services or the introduction of new costs and expenses, including public-law fees and charges – the Forwarder’s remuneration and the costs and expenses subject to reimbursement to the Forwarder shall be adjusted accordingly.
The Ordering Party is obliged to pay the Forwarder additional remuneration in the event of performance by the Forwarder or an entity involved in the performance of the Agreement of additional freight forwarding services or activities (outside the scope of the Agreement), provided that the performance of such additional freight forwarding services or activities has been agreed with the Ordering Party, as well as in the event that the performance of additional freight forwarding services or activities has not been agreed with the Ordering Party but was necessary for the proper performance of the Agreement or the protection of the Shipment or the rights and interests of the Ordering Party or the Forwarder.
Regardless of the remuneration, the Ordering Party is obliged to reimburse the Forwarder for all costs and expenses incurred for the performance of the Agreement by the Forwarder and entities involved in the performance of the Agreement (including additional carriage charges, storage costs, demurrage and detention costs, parking fees, customs duties, fees related to sanitary or quality inspections, other administrative fees), even if such costs and expenses were not expressly provided for in the Agreement.
Except as otherwise provided in the GTC, the additional remuneration and the costs and expenses referred to above shall be paid by the Ordering Party to the Forwarder in the amount resulting from the Agreement, and if their amount is higher than provided for in the Agreement, or they were not provided for in the Agreement – then the Ordering Party shall make payment to the Forwarder based on proof of such costs and expenses incurred by the Forwarder or entities involved in the performance of the Agreement.
Unless otherwise agreed in the Order or Agreement, the free time for unloading, loading and/or customs handling of a land transport vehicle within Poland is 4 hours from the moment of presentation for unloading, loading and/or customs handling; after this time, the Forwarder shall be entitled to a parking fee of PLN 180.00 net for each commenced hour of delay. The Parties may agree on a different amount per hour of delay in the Order or Agreement; in such a case, the rate agreed in the Order or Agreement shall apply. The Forwarder specifies the delay hours in the consignment note or by e-mail.
In the event of incorrect, including incomplete declaration or lack of declaration regarding the type of cargo, in particular its hazardous properties, ADR/IMO/DGR class, weight, requirements concerning special handling and transportation of goods (defective declaration), the Forwarder reserves the right to unilaterally refuse acceptance of the cargo for transport at any stage of the service and at any time. In every case of a defective declaration, including where the Order is not executed as a result of the above-mentioned decision of the Forwarder, the Forwarder has the right to charge the Ordering Party with all costs arising in connection therewith.
The Forwarder may condition the commencement of performance of the Agreement on prior payment by the Ordering Party of the remuneration due to the Forwarder and amounts corresponding to the planned expenses and costs related to the performance of the Agreement. In the case referred to in the preceding sentence, the payment deadline shall be specified in the relevant accounting document, and the service shall be performed after the Ordering Party has paid the agreed advance amount.
The Forwarder shall not bear any liability for damages resulting from delays in the execution of the Order where the Ordering Party fails to settle amounts due within the deadline agreed by the Parties.
The Forwarder’s remuneration specified on the VAT invoice in a foreign currency, for VAT settlement purposes, shall be converted into Polish zloty according to the average NBP exchange rate applicable on the last business day preceding the unloading/service completion date. The Forwarder’s remuneration specified in a foreign currency, for the purposes of issuing a VAT invoice in PLN, shall be converted according to the selling rate of mBank S.A. applicable on the last business day preceding the service completion date, unless the Parties agree otherwise in the Freight Forwarding Order. For the purposes of indicating air transport costs for import customs declarations, the Forwarder issues invoices using the selling exchange rate from NBP Table C on the date of arrival of the Shipment in Poland.
Unless the Parties determine otherwise in separate correspondence, the Order, Agreement or Framework Agreement, the payment term for amounts due to the Forwarder is 14 days from the date of issuing the invoice or accounting note. The Forwarder may demand advance payment for services in accordance with section 8 above; in such a case, the Forwarder shall not be obliged to perform the service until the Forwarder’s bank account has been credited with the specified amount.
The date of payment shall be deemed the date on which the Forwarder’s bank account is credited.
In the event of delay by the Ordering Party in payment of any amount due to the Forwarder – regardless of other rights arising from applicable regulations, the Agreement or the GTC – the Forwarder shall be entitled to statutory interest for delay in commercial transactions.
The Ordering Party may offset claims due to it from the Forwarder against claims due to the Forwarder from the Ordering Party only upon obtaining the prior consent of the Forwarder, expressed in writing under pain of nullity.
The Forwarder may require the Ordering Party to provide security for payment of amounts due to the Forwarder from the Ordering Party in connection with the provision of freight forwarding services (including remuneration, reimbursement of expenses and costs), in particular in the form of a bank guarantee, third-party surety, or blank promissory note.
Indication by the Ordering Party of a third party as payer of amounts due to the Forwarder from the Ordering Party in connection with the provision of freight forwarding services (including remuneration, reimbursement of expenses and costs) shall not release the Ordering Party from the obligation to pay such amounts to the Forwarder in full together with any interest for late payment. The Ordering Party shall be jointly and severally liable with the payer for payment of the amounts due.
In the event that the Ordering Party exceeds the payment deadline (delay/default) for all or part of the remuneration or any other amount due to the Forwarder in connection with the provision of freight forwarding services – the Forwarder shall be entitled to suspend the provision of services to the Ordering Party (all services, not only those related to the arrears) and to suspend acceptance of further Orders and conclusion of further Agreements until the Ordering Party settles the entire overdue remuneration or the entire overdue amount, as well as to terminate the Framework Agreement or the Agreement concluded on the basis of the given Order without notice, with immediate effect, due to the fault of the Ordering Party.
The Forwarder shall have the right to transfer its rights and obligations, including the right to assign receivables to an entity of its choice, without the need to obtain the consent of the Ordering Party.
The Forwarder shall have the right to receive remuneration for services and planned costs even if they are not performed for reasons beyond the Forwarder’s control, in particular as a result of decisions of state, customs and tax authorities, confiscation of goods, an attempt to ship defective and/or prohibited goods for transport, or an attempt to ship goods without preparation by the Ordering Party of documents necessary for their transport.

§10 Right of Lien

By operation of law, the Forwarder shall have a statutory right of lien over the Shipment to secure claims for payment of remuneration, costs and expenses, and any other amounts related to the performance of freight forwarding services, arising both under the currently performed Agreement and all previous Agreements.
The statutory right of lien over the Shipment also secures claims of previous forwarders and carriers.
The statutory right of lien over the Shipment shall remain vested in the Forwarder as long as the Shipment remains in the possession of the Forwarder or a person holding it on its behalf, or as long as the Forwarder may dispose of the Shipment by means of documents. All costs arising in connection with exercising the statutory right of lien, in particular storage, warehousing, handling, security and transport costs, shall burden the Shipment and shall be added to the receivables secured by the lien.
If any third parties assert any claims against the Forwarder related to the Shipment over which the Forwarder has a statutory right of lien, the Ordering Party shall release the Forwarder from liability towards such third parties and compensate the Forwarder for damages incurred in connection with such claims.

§11 Liability

Subject to the provisions below, the Forwarder shall be liable for damage resulting from non-performance or improper performance of the provisions of the Agreement or the Framework Agreement, unless it proves that the damage did not arise through its fault or that it bears no fault in the selection of the subcontractor.
The liability of the Forwarder shall in every case, with respect to each service provided by the Forwarder, be limited to direct losses, excluding indirect losses and lost profits of the Ordering Party, Sender and Recipient (in particular, the Forwarder shall not be liable for compensation paid by the Ordering Party, Sender or Recipient, including contractual penalties, to third parties as a result of any events arising from non-performance or improper performance of the Order by the Forwarder), and shall be limited to events and the amounts of guarantee sums covered by the valid civil liability insurance agreement of the Forwarder at the relevant time, regardless of the basis of the claim – contract or tort, unless mandatory legal provisions provide otherwise.
The Forwarder shall be liable for carriers and forwarders used by it or entrusted by it with the whole or part of the performance of freight forwarding services, unless it bears no fault in their selection. The liability of the Forwarder may in no event exceed the liability of the actual carrier or contractual carrier in accordance with the concluded contract of carriage and the provisions of the Convention for the Unification of Certain Rules for International Carriage by Air, concluded in Montreal on 28 May 1999 (Journal of Laws of 2007 No. 37, item 235), also referred to as the Montreal Convention. The Forwarder shall have the right to invoke any rights and limitations of liability which the actual or contractual carrier is entitled to invoke.
In the case of services other than carrier services specified in the Montreal Convention, liability for damage for which the Forwarder is responsible may not exceed twice the amount of remuneration for the service.