General terms and conditions of forwarding services

I. Applicability

1. These General Terms and Conditions of Providing Forwarding Services, hereinafter referred to as the T&Cs, apply exclusively to the provision of forwarding services by Adar sp. z o.o., hereinafter referred to as Adar with its registered office in Elbląg, for the benefit of and on behalf of contractors, whether natural persons, legal persons or organizational units that are not legal persons, hereinafter referred to as the Customer. These terms and conditions apply without exception to all future business relationships established by Adar with Clients.
2. Adar provides freight forwarding services, including organizing, monitoring and supervising sea, land and air freight forwarding; organizing domestic and international road transport; providing logistics services; customs clearance; brokering official certificates; brokering insurance of goods in sea, land and air transport; freight of ships and other means of transport; and providing additional services.
3. Any changes to these T&Cs may be made only by a separate agreement, concluded with the respective Customer in writing, otherwise being null and void. Terminations, as well as other declarations of will and knowledge arising from the legal relationship established by the parties, require written form for their validity. Agreed amendments modifying these GTCS shall apply only to the scope of service provision specified by the parties. Any modification of the GTCS shall come into force as of the date of signing an agreement or contract with the Client.
4. If any provision of these TCCs is declared invalid, forbidden or unenforceable for any reason, this shall not affect the validity of the remaining provisions of the General Terms and Conditions of Forwarding Services. If any provision is declared invalid, forbidden or unenforceable, the parties are obliged to introduce in its place a valid provision, with a content as close as possible to the mutual intention of the parties.
5. For the purposes of these T&Cs, the following definitions will apply:
   1. Adar – Adar sp. z o.o. based in Elblag, a forwarder, i.e. an entity that professionally, for remuneration, undertakes on its own behalf but on behalf of the Customer or on the Customer’s behalf and for the Customer’s account to send or receive a shipment, to organize all or part of the process of shipment movement or other services related to shipment handling and movement;
   2. Cargo – insurance of the shipment during transport, in accordance with the terms of the Insurer, provided by the Freight Forwarder;
   3. Transport document – depending on the mode of transport used, means: Road Bill of Lading, International Road Bill of Lading, Air Bill of Lading, and Sea Bill of Lading;
   4. Additional service – other services carried out during the execution of a forwarding order such as, for example: arranging car transportation, preparing shipping documents, logistics and warehousing services, customs services, insurance coverage, etc..;
      Client – a natural person, legal person, as well as an organizational unit that is not a legal person ordering Adar to perform services;
   5. Shipper – the entity issuing cargo to Adar or Subcontractors in connection with the execution of a forwarding order;
   6. Consignee – an entity receiving cargo from Adar or Subcontractor in connection with the execution of a shipping order;
   7. Subcontractor – a carrier: road, air, sea; freight forwarder or other third party through which Adar carries out a forwarding order on behalf of the Customer;
   8. Shipment – movables accepted for forwarding from a specific shipper to a specific consignee on the basis of a forwarding order;
   9. SDR – special drawing right, a unit of settlement of the International Monetary Fund;
   10. Force majeure – an event of an extraordinary nature originating from outside, which can neither be foreseen nor protected against by ordinary means during the provision of services by Adar to the Customer. In particular, the following are recognized as such: harsh weather conditions, other acts of natural forces of an above-normal intensity that make it impossible to carry out the forwarding order, strikes, roadblocks, traffic bans, embargoes, natural disasters, epidemics, acts of war and acts of legislative or administrative authorities that make it impossible to perform the obligation under the forwarding order;
   11. VGM – verified gross weight of the container;
   12. Forwarding order – a document in writing, including those transmitted by e-mail, which in its content contains, inter alia, the quantity and weight of the shipments to be forwarded, the content of the shipment, the time and place of delivery and receipt, comments on transport, information on. additional services and other elements required by mandatory provisions of law and Adar, as well as the exchange of electronic correspondence between Adar and the Customer containing the relevant provisions, and listed above relating to the subject matter of the contract.

II. Conclusion of contracts, provision of information, provision of services by third parties, performance of

1. The term of Adar’s bid is indicated in each individual bid.
2. As a rule, the content and scope of each order is always confirmed in writing or electronically by Adar upon receipt, to the electronic address indicated by the Client. Adar is not responsible for the consequences of errors and misunderstandings arising from the receipt of any verbal or telephone guidelines. Acceptance of an order is never tantamount to a commitment by Adar to achieve a specific result. Adar determines the methods and method of providing services in consultation with the Client, based on: its expertise, relevant standards, norms, methodologies, customs, practices, and possibly taking into account the Client’s instructions and guidelines. The offer submitted by Adar includes only those activities listed therein and remains valid for the period specified therein. Adar performs the service on the basis of the forwarding order, however, in the absence of explicit, sufficient and feasible instructions in the order, it shall cause Adar at its own discretion to choose the time, method of shipment, type of transportation keeping in mind the welfare of the shipment and the protection of the Client’s interests. Adar’s offer and arrangements for rates and services (its own or third parties) apply only to the goods specified in the order and assume typical, uninterrupted conditions for its execution. In the absence of any indication of their validity, any offer or quotation shall remain valid only if immediately confirmed by the Customer in the order to be executed immediately after its placement, unless otherwise agreed by the parties.
3. The Client is obliged to give a complete and correct order. The Customer shall bear the consequences for him, Adar and third parties as a result of providing inaccurate, incomplete and incorrect data in the order, whereby this also applies to data contained in documents, correspondence and information provided on the shipment as to quantity, weight (in particular, declaration of VGM), dimensions and properties, as well as faulty packaging of the shipment, etc., even if the inaccuracy, incompleteness or incorrectness arose through no fault of the Customer. Adar is entitled to verify whether the data presented to it in the order is correct and comprehensive, as well as to verify the authenticity of signatures and authorizations of persons signed on orders
   and other documents. When forwarding dangerous goods, the customer, when submitting the order, should specify in it the specific type of danger and inform about the necessary precautions. In the case of dangerous goods within the meaning of the regulations on the transport of dangerous goods or others for which there are special regulations on handling in the field of transportation and storage, the Customer is obliged to provide all data necessary for the proper execution of the order, in particular, the classifications in accordance with the relevant regulations on dangerous goods.
4. Customer’s cancellation of the forwarding order after Adar has proceeded to perform the service, entitles Adar to claim the entire remuneration specified in the offer and/or forwarding order.
5. In the absence of agreements to the contrary, Adar is not obligated to provide information, advice or opinions. If information, advice or opinions are nevertheless provided, they are to be understood as non-binding suggestions.
6. In order to execute an accepted order under these T&Cs or separate arrangements, Adar shall be entitled to subcontract the performance of the service covered by the order to a third party who, in Adar’s opinion, is qualified and competent to perform the order. Adar has the right to select the Subcontractor at its own discretion, provided that the Subcontractor meets the requirements of the forwarding order and the requirements of the law to perform the services in question. Adar’s selection of a Subcontractor based on the above requirements satisfies Adar’s obligations to exercise due diligence in selecting a Subcontractor and relieves Adar of liability for fault in selection.
7. The Client agrees to provide all required instructions regarding the scope of the order, sufficiently in advance to enable its effective execution. In addition, where necessary, the Customer shall ensure that Adar representatives are granted access to goods, means of transportation, warehouses, etc. for the purpose of carrying out the ordered tasks, and moreover shall ensure that all applicable health and safety conditions are met at the place of execution of the order.

III. Deadlines

1. The deadlines for the execution of each order agreed with the Client at the time of Adar’s acceptance of the order are subject to change, having been previously agreed in writing by the parties. The agreed deadlines are not absolutely binding on Adar in the event that the Client, prior to the execution of each order, fails to fulfill his obligations of cooperation necessary for the proper execution of the order. In this case, the date of the final execution of the order will be postponed accordingly by the time of the delay resulting from the Client’s act or omission.
2. If Adar fails to meet the binding deadlines, the Client is obliged to give Adar an additional period of time to perform the service covered by the order, not less than 50% of the length of the period originally intended for the performance of the service. However, the additional term may not be longer than the period originally allocated for the performance of the service.
3. The client is obliged to report in writing any objections to the quality of the completed order within 7 days from the date of receipt of the confirmation of the completion of the service. Otherwise, it is assumed that the result of the service has been accepted as free of defects.

IV. Remuneration

1. In the absence of provisions to the contrary, VAT invoices issued by Adar after each execution of the order will be payable within 7 days from the date of issuance. All prices resulting from the current Adar price lists are net prices.
2. The date of payment is considered the date of crediting Adar’s bank account.
3. If the Customer is late in paying the amount due, Adar has the right to charge interest at the maximum rate.
4. Unless otherwise agreed, Adar’s right to receive remuneration or other payments for the performance of the service shall arise upon completion of the service. In the absence of any other arrangement, Adar’s offer shall include all costs incurred by Adar during the uninterrupted performance of the contracted services, except for any type of downtime costs, which the Customer shall pay separately to Adar in the amount imposed on Adar by third parties. As a rule, Adar is entitled to reimbursement of expenses incurred for the performance of services.
5. Adar reserves the right to increase prices if, due to the special characteristics of the services provided to the Customer – unknown to Adar at the time of accepting the order, greater than standard expenditures will be required. In addition, it is permissible to increase prices in the event of a change in the mandatory provisions of law, during the execution of each order, if this results in an increase on the part of Adar of the expenses necessary for the performance of the obligation.
6. Adar has the right before the execution of the order, or during the course of the order to request the realization of a prepayment for expenses related to the execution of the forwarding order, which will be payable within 3 days from the date of notification to the Customer of such a request.
7. In the event that the continuation or completion of the order by Adar is prevented for reasons beyond its control, the Client will pay remuneration in proportion to the amount of work performed before its suspension. In such a case, Adar will be relieved of liability for failure to complete the order.
8. The customer authorizes Adar to issue VAT invoices without his signature.
9. The customer declares that he has a Tax Identification Number NIP and is a registered taxpayer of goods and services tax.
10. If the amount of Adar’s remuneration is expressed in a foreign currency, the average exchange rate of the currency in question published the day before the date of loading the shipment by the National Bank of Poland will be used to convert the amount.
11. Adar has the right to refuse to provide forwarding services if the Customer is in arrears with payment of any amount due for previously provided services.
12. Invoices are issued and delivered by Adar only in electronic form.

V. Liability

1. Adar accepts its liability only in case of culpable damage proven by the Client. Adar’s liability to the Customer with respect to a claim related to his loss, financial or otherwise, regardless of its nature, arising directly or indirectly in connection with the executed order, shall in no case exceed the amount of SDR 50,000.00. In addition, in the event of proving Adar’s fault in the loss or disappearance of the shipment, Adar’s liability will be limited to the amount of 5 SDR for each missing kilogram of gross weight, however, not exceeding 50,000.00 SDR. In any case, the damage is limited to the actual damage (damnum emergens).
2. Seizure, damage, loss of the shipment in whole or in part, not attributable to Adar, as well as caused by force majeure, forfeiture (confiscation) or any other act of authority concerning the shipment, shall not affect Adar’s claims against the Customer, in particular with respect to the claim for payment of the agreed remuneration and reimbursement of costs and expenses incurred by Adar.
3. Acceptance of the shipment by the consignee without reservation shall extinguish all claims against Adar, and the forwarding order shall be considered duly executed.
4. Adar is not responsible for:
   1. valuable shipments and dangerous goods, if not declared and accepted by Adar in the concluded contract;
   2. damage caused by the delay in delivery of the shipment unless he undertook to deliver the shipment within a certain period of time;
   3. damages caused by failure to carry out loading operations within the time limit indicated in the forwarding order for reasons related to the shipper or excessive extension of loading operations, as well as refusal to accept the shipment for forwarding due to improper packaging;
   4. damage caused by improper packaging of the shipment and inadequacy or inaccuracy of the cargo marks placed on the shipment;
   5. weight loss in bulk goods, resulting from their characteristics, not exceeding the limits set by the regulations applicable to the goods, and in the absence of such regulations – the customary limits;
   6. damage caused by a latent defect in the shipment;
   7. damage resulting from the participation or omission of persons with whom Adar does not have a contractual relationship.
5. Adar has professional liability insurance.
6. The Client hereby acknowledges that the Courier/Post Office does not provide securities transportation services and, therefore, any documents related to Adar’s performance of the service – in particular bills of lading – may be sent via Courier/Post Office only as ordinary mail, i.e., without indication of value and within the limits of the Courier/Post Office’s liability (in case of non-performance or improper performance of the contract of carriage) provided for ordinary mail. With the above in mind, the Client accepts all risks associated with the method of sending the documents and releases Adar from liability for the choice of Courier/Post, as well as for the non-performance or improper performance of the contract of carriage by the Courier/Post.

VI. Exclusions

1. Adar does not accept forwarding orders for the following shipments:
   1. Hazardous materials, the transport of which is prohibited under the ADR Convention, or Class I and Class VII hazardous materials under the ADR Convention;
   2. money, securities, antiques, works of art, jewelry, documents and philatelic and numismatic collections, as well as items of collectible, scientific and artistic value;
   3. Gold, silver and products made from these metals, copper, precious stones, pearls, platinum and other platinum group metals;
   4. resettlement or removal property and damaged or decomposed property;
   5. live animals;
   6. glass panes as flat glass surfaces larger than 6 m2;
   7. oversized cargo, i.e., transported in violation of Article 61 of the Traffic Law;
   8. goods of strategic importance within the meaning of the Act of 29.11.2000 on foreign trade in goods, technologies and services of strategic importance for state security, as well as the maintenance of international peace and security;
   9. goods, the carriage of which is forbidden under applicable law.

VII. Right of retention, pledge

1. In the event of objectively justified doubts as to the solvency of the Client, Adar may condition further performance of services on the Client’s prior payment of the entire agreed amount and payment of amounts due for previously performed orders for which VAT invoices have been issued and payment of which has not been made within the stipulated period.
2. In order to secure the receivables from the Customer with respect to the forwarding services provided by Adar, Adar has the right to retain the shipment and/or the documents pertaining to it until such receivables are paid. Adar may also enforce the aforementioned receivables granted to it with respect to amounts owed to it by the Customer for previous orders. If, according to the order, the shipment is to be placed at the disposal of a third party or transferred to a third party, Adar may also exercise its right of lien on the shipment. All costs associated with the lien on the shipment and/or documents shall be charged to the goods. In the event that third parties make any claims against Adar in connection with Adar’s exercise of the right of retention or lien on the consignment, the ordering customer shall immediately indemnify Adar from such liability and compensate Adar for the damage suffered.

VIII. Confidentiality, trade secrets

1. Adar shall make available information obtained in connection with the executed order only to the Client, unless otherwise agreed by the parties,
2. Each Party shall maintain the secrecy of the other Party’s business during the term of the agreement and after its termination.
3. A business secret is understood as technical, technological, organizational, personal or other information concerning a party and its business, which has economic value and which the parties have taken measures to keep confidential, including in the scope of the order performed for the Client by Adar, which has not been made public in any way.

IX. Final Provisions

1. Any disputes arising from the GTCS or contracts to which their provisions apply shall be settled by a court of competent subject matter jurisdiction over the seat of Adar.
2. The GTCS and the contracts to which their provisions apply are governed by Polish law.