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These General Terms and Conditions ("GTC") for the sale of services or goods made by the Company
TOPSPED sp. Z o.o., based in Gdynia, at the address: 81-212 Gdynia, ul. Hutnicza 3, NIP [ Tax
Identification Number] : 9581667933, KRS [National Court Register Number] : 0000539378
("Company"), apply to all contracts for the sale of goods or services concluded by the Company
as a seller to entities ordering goods or ordering services ("Customers") and were adopted
by the Management Board of the Company by means of the Resolution No. 1/04/2022 ,
dated the 15th of April , 2022.

§1 [General provisions].

1. The GTC is a complete and only contractual regulation binding the Customer and the Company ("Parties") in the scope of selling goods or services by the Company to the Customer. The provisions of the GTC may be excluded or changed only in writing under pain of nullity. The conclusion of a separate agreement excludes the application of the GTC only to the extent regulated in its content.
2. The GTC shall apply to all contracts in which the Company is a substitute forwarder or a further forwarder. In such cases, the party ordering the activities from the Company is obliged to confirm the acceptance of the GTC under pain of refusal by the Company to perform the activities.
3. The GTC constitute an integral part of each contract concluded by the Company as a seller, unless the Parties agree otherwise.
4. The conclusion of a contract on the basis of the GTC takes place through the Company’s confirmation of the order submitted by the Customer in a documentary or written form.
Introducing unilateral changes, annotations or additions by the Customer does not have any effect on the Company. The company is bound only by the arrangements expressly accepted. Only the arrangements made in the content of the accepted order, i.e. accepted by the Company – shall be recognized as binding by the Parties.
5. In the event of any change to the offer or introducing reservations to it in the Customer's order, the contract will be concluded upon the Company’s confirmation of acceptance of changes or reservations. Failure to confirm such an order is tantamount to the fact that the contract has not been concluded. The possibility of tacit (implicit) conclusion of the contract is excluded.
6. For the validity of the conclusion of the contract or its amendment, all declarations exchanged between the Parties in this regard should be delivered to the other Party in writing by post, via fax or e-mail (e-mail) to the addresses indicated in the content of the order .

§2 [Parties’ declarations].

1. A person who acts on behalf of the Customer in relation to or to conclude a contract with the Company declares that they are entitled to perform this activity on behalf and for the benefit of the Customer, has all the necessary powers to perform this activity and is entitled to act on behalf of and for the benefit of the Customer.
2. The Customer declares that before concluding the contract, they have read the GTC and accept them without reservations.
3. The Company undertakes to perform the contract with due diligence, taking into account the professional nature of the activities conducted in this area.
4. The Company declares that:
a. has a third party liability insurance,
b. GTC do not constitute an offer within the meaning of the Civil Code.
5. The parties declare that the Company is not obliged to insure the shipment (goods).
6. The Customer is obliged to cooperate with the Company to the extent necessary to perform the contract, including providing the Company with all information and documents related to the concluded contract.
7. The Customer is obliged to pay remuneration for the activities performed by the Company, as well as other amounts indicated or agreed by the Parties or included in the GTC.
8. The Customer is obliged to ensure proper packaging and protection of the goods that are to be the shipped as part of the activities entrusted to the Company, specified in the service order.
9. The Customer is not entitled to transfer all or part of the rights or obligations resulting from the agreements, contracts and orders concluded with the Company, or any claims arising therefrom, to a third party, without the prior written consent of the Company, otherwise null and void. .
10. The Parties declare that by the concluded contract, the Company undertakes to provide services or sell goods and deliver them, and the Customer undertakes to pay the agreed remuneration or price and collect the goods.

§3 [Scope of provided services].

1. The Company provides freight forwarding services in the field of organizing the dispatch and collection of goods and other services related to the organizing or realizing the goods transport process in a comprehensive manner in relation to the entire process or covering only part of the activities related to the transport by air, sea, road and railway.
2. The Company has the right to forward all or part of the activities ordered by the Customer to other freight forwarders or carriers.
3. As part of the activities, the Company undertakes to take factual and legal actions aimed at organizing the transport of goods sent by the Customer, including the choice of a carrier, vehicle booking, concluding contract of carriage with the carrier, preparing transport / forwarding orders.
4. The services provided by the Company do not include goods, if their possession or sale is legally prohibited. The company has the right to refuse to provide services without giving
a reason at any time, and also in the event that the goods being the subject of the services ordered by the customer are found to be damaged or improperly packed.

§4 [Provision of the service].

1. The company reserves the right to verify the weight and dimensions of the goods (cargo), the discrepancy between the data provided by the Customer and the actual condition shall be the basis for changing the amount of remuneration for the service and expenses or for the refusal to realize the order. If the service is performed by the Company, and there is a discrepancy between the declared and the actual condition of the goods assessed on the spot by the driver, the Customer shall pay the Company a contractual penalty in the amount of the gross remuneration due to the Company for the performance of the service. The contractual penalty will be payable within 7 (seven) days from the date of delivering the debit note to the Customer. In the event of damage exceeding the amount of the reserved contractual penalty, the Company has the right to claim full compensation on general terms, in excess of the reserved contractual penalty.
2. In the event of the lack of readiness of the Customer or third parties , for which the Customer acts, to pick up the goods on the date set as the date of loading or refusal to release the goods or if the shipper fails to complete the loading activities for reasons not attributable to the Company, the Company has the right to termination of the contract or withdrawal from the contract. In such a situation, the Customer will pay the Company a contractual penalty in the amount of the remuneration due to the Company for the performance of the entire service. The contractual penalty will be payable within 7 (seven) days from the date of delivering the debit note to the Customer. In the event of damage exceeding the amount of the reserved contractual penalty, the Company has the right to claim full compensation on general terms, in excess of the reserved contractual penalty.
3. The customer undertakes to prepare the documentation necessary to perform shipment of goods, in particular to issue a bill of lading (CMR), document of release (WZ) or other transport documents, unless the Parties agree otherwise.
4. If the transport of goods requires obtaining a SENT number in accordance with the Act , dated the 9th of March, 2017 on the monitoring system for road and rail transport of goods, the Customer is responsible for obtaining such a number.
5. The Company has the right at any time to refuse to provide a service or to undertake activities regarding goods, the possession or sale of which is prohibited or if they are improperly packed. Any costs or expenses incurred in such an event shall be covered by the Customer.
6. In the case of transport of hazardous materials (ADR), the Customer is obliged to notify the Company in good time about the intention to transport such goods, specifying the properties of the cargo and the type of danger. Failure to notify the Company of the intention to transport hazardous materials in a timely manner releases the Company from liability for any damage to the goods as well as any damage to third parties. The provisions of para. 5 shall apply accordingly.

§5 [Remuneration].

1. The Customer shall pay the Company a remuneration in the amount agreed by the Parties in the order accepted by the Company.
2. The Customer shall pay the Company additional remuneration if, in addition to the services ordered, the Company performs additional services agreed with the Customer or performs such services or activities without the Customer's consent, in order to properly perform the service or to secure any claims of the Parties.
3. The Customer will reimburse all expenses incurred by the Company and its subcontractors in order to properly perform the service, in particular: additional transport, storage costs, parking fees, customs fees, sanitary or quality inspection fees, other administrative fees. The Company is also entitled to reimbursement of expenses incurred in order to secure the performance of the service and for the activities performed at the Customer’s or recipient’s request, also in
a situation where the Company was not able to inform the Customer about their occurrence.
4. The amounts due to the Company on account of remuneration or reimbursement of expenses
will be increased by the due VAT in the amount applicable on the date of issuing the VAT invoice, if it results from applicable law.
5. If the Customer fails to pay the remuneration to the Company, reimbursement of expenses or
the agreed advance payment, the Company has the right to refrain from providing the services.
6. The remuneration will be paid on the basis of a VAT invoice issued by the Company, to the bank account indicated on the VAT invoice.
7. The Customer agrees to issue a VAT invoice without a signature and deliver it in electronic form to the address indicated in the order accepted by the Company.
8. The Company's receivables may not be set off against any of the Customer's claims, without
a written consent , otherwise being null and void.
9. If the Company sells goods, the price of the goods will be each time specified in the offer or in the sales contract. The Customer undertakes to pay the price within the time limit specified in the offer or, if the date has not been specified there, in the VAT invoice issued by the Company. The prices quoted by the Company are net prices and will be increased by the tax on goods and services according to the applicable rates. The provisions of para. 3-8 shall apply accordingly.
10. The Parties undertake to take all measures to prevent corruption or bribery. For this purpose, the Parties undertake not to propose, promise or offer financial benefits by their employees or other persons to persons related to the other Party. The infringing party is obliged to immediately inform the other party about the infringement or its suspicion .The provisions of this paragraph do not apply to promotional or advertising campaigns conducted by the Company.
11. At any time, the Company has the right to adjust the amounts of remuneration or the price for goods sold by the index of "total price increase for consumer goods and services" announced by the President of the Central Statistical Office in Monitor Polski for the previous calendar month in which the remuneration or price became due.

§6 [Pledge].

1. In order to secure claims for remuneration, expenses and other receivables, also relating to previous Customer orders, the Company has the right to retain the shipment or related documents and receivables and suspend the provision of services or performance of other contracts for the Customer until the payment of all amounts due is made by the Customer in full.
2. The pledge may be made until the Company has the shipment at its disposal or can dispose of it using the documents in its possession.
3. The Company will inform the Customer about exercising the right of lien in writing or in a documentary form, indicating the place of storage of the shipment, the type of retained documents and the subject and amount of security.
4. All costs arising in connection with exercising the right of lien by the Company, in particular the costs of storing the shipment and the costs of transport to the final recipient, shall be borne by the Customer and will be added to the receivables covered by the pledge.
5. The Customer releases the Company from liability for claims of third parties related to exercising the right of lien.

§7 [Responsibility].

1. The Company is responsible for the carriers and further freight forwarders, which it uses to perform the activities ordered by the Customer, unless it is not at fault in making the choice.
2. The Company, without the consent of the Customer, is entitled to commission a substitute forwarder or a further forwarder, and carriers, and has full freedom to engage any other entities necessary or helpful for the performance of activities related to the contract. In such case, the Company is responsible for being at fault in making the choice.
3. Any change by the Customer of the scope, date, method or subject of the provision of services or other arrangements of the Parties, including the content of the order, requires the prior consent of the Company. Changing the order may result in a change in the amount of remuneration due to the Company and be associated with the reimbursement of expenses.
4. In the event of disruptions or other obstacles resulting from reasons not attributable to the Company, the Company may at any time change the scope, date or manner of performing the contract or individual activities ordered by the Customer without their consent.
5. The Company is not responsible for the consequences of the Customer's failure to provide complete or sufficient information on the goods or the method of providing services - the Company is free to choose the method and means of providing services. The risk of not providing detailed information about the goods or the method of providing services shall be borne by the Customer.
6. The Company is not bound by the content of the instructions, recommendations and orders of the Customer or third parties that would be inconsistent with the contract.
7. The company is released from any liability if the goods are delivered without traces of interference (hidden damage) or if the recipient, during the collection of goods, did not enter any comments on the damage or lack of goods to the consignment note and did not draw up an appropriate damage report, and after examining the circumstances of the damage, the fault cannot be attributed directly to the Company. The damage report referred to in the preceding sentence must be made in writing in the presence of the person witnessing the collection of goods, otherwise null and void.
8. In the event of damage, the Customer is obliged to document that the goods in a certain quantity and with specific properties were handed over to the Company.
9. The company is not liable for damages:
a. resulting from the Customer's activities or omission or the fault of a third party,
b. resulting from the lack of or defective packaging of the goods,
c. resulting from the carrier's - in particular the airlines or the shipping company - refusal to accept the goods for transport,
d. resulting from the refusal to conclude a contract or accept an order by the Company,
e. resulting from delays in accepting the goods for transport or delivery caused by activities on the part of the shipping company, transhipper, sender or recipient of the goods,
f. resulting from the Customer's failure to provide the Company with the documents necessary to perform the service in a timely manner,
g. resulting from the danger connected with faulty loading and unloading of the goods, if the loading and unloading was not performed by the Company or a third party acting on its behalf,
h. caused and resulting from the natural properties of the goods, e.g. brittleness, oxidation, susceptibility of the goods to temperature changes,
i. resulting from providing incorrect or incomplete data regarding the goods or their transport, as well as customs clearance by the Customer,
j. damage in a form other than actual damage to the goods, which means, among others, lost profits and indirect losses (e.g. loss of the market),
k. constituting natural defects in any form, consisting in a loss in weight in bulk goods, if the loss results from the properties of the goods and does not exceed the limits specified in the relevant provisions, and in the absence of such provisions - customary limits,
l. resulting from force majeure or other events that prevent the proper performance of the service. The provisions of para. 11 shall apply accordingly.
10. The Company's liability for damages is limited to liability for actual damage only. The Company shall not be liable for any indirect damages, in particular lost profits, including the obligation to pay damages by the Customer or a third party, including contractual penalties, as a result of any events caused by non-performance or improper performance of activities by the Company. The liability of the Company for the provision of services is excluded in the event of failure by the Customer or a third party to fulfill their obligations to the extent that it had an impact on the performance or improper performance of the service by the Company.
11. The Company is not responsible for any damage, loss or delay caused by force majeure. As force majeure, the Parties recognize in particular cataclysms, armed conflicts, strikes, or other circumstances commonly considered force majeure, as well as other circumstances beyond the Seller's control, e.g. failure by the Seller's suppliers or subcontractors to deliver or perform the service on time, when the carrier does not arrive on time at the indicated place of the goods collection, unpredictable disruptions in the work of the Company’ or its subcontractors, e.g. lack of electricity, interruptions in operation, failure of equipment necessary to perform the order, transport and customs delays, transport damage, including road blockades, restrictions time in road haulage, electricity shortages, etc.
12. In the event of the occurrence of circumstances considered by the Parties to be force majeure, the deadlines for the performance of obligations under concluded contracts are shifted proportionally to the time when their performance was impossible or significantly impeded.
13. The Party to whom the inability to perform or properly perform the obligations under the contract arose due to force majeure is obliged to immediately inform the other party about the occurrence of the event.
14. The Company is entitled, as needed, to store or order storage of goods in a warehouse or on a third yard and to repack or order repackage or reload goods, unless the Parties agree otherwise in the service order.
15. In the event of any obstacles in performing the service, the Company will notify the Customer of this fact and request them to issue instructions, and the Customer is obliged to immediately provide such instructions.
16. In the case of sale of goods by the Company:
a. the Company reserves that the ownership of the goods will pass to the Customer upon payment of the entire price. In the event of merging or mixing items, the parties become joint owners of the whole. The application of the provision of Art. 193 § 2 of the Civil Code is excluded.
b. the risk of loss or damage to the goods passes from the Company to the Customer upon the release of the goods, and in the case of handing the goods over to the carrier upon delivery of the goods to the carrier, regardless of who bears the costs of transport,
c. the Customer is obliged to check the quantity and quality of the goods upon receipt. The quality defects of the goods, which cannot be found upon receipt, must be reported by the Customer within 7 working days from the date of receipt,
d. reporting quality complaints does not entitle the Customer to withhold payment.

§8 [Complaints].

1. Each time, at the Customer's written request, the Company will provide available information on the status and progress of the activities related to the contract.
2. Reporting objections as to the condition of the goods or the method of performing the service in the content of the shipping document or drawing up a damage report shall not constitute
a complaint.
3. The complaint should be submitted within 3 days from the date of the goods damage occurrence or the occurrence of another event providing grounds to the complaint, but in no case later than within 5 days from the date of the goods receipt. Complaints submitted after
the deadline will not be considered by the Company, and any claims of the Customer or a third party in this respect shall expire. The complaint is submitted via Polish post to the address of the Company. The complaint must be accompanied by all documents related to transport and cargo as well as other documents that may be necessary to determine liability and determine the amount of damage.
4. In the event that the complaint was submitted by an unauthorized person or the complaint is not complete, the Company will request appropriate rectification or completion within 14 days from the date of submission of the complaint within 14 days from the date of sending such a request, under pain of recognizing the complaint as not filed. If the complaint has been submitted correctly and is complete, the Company shall provide an initial reply no later than 30 days from the date of its receipt or completion of the complaint, at the latest.
5. Filing a complaint does not release the Customer from the obligation to pay the remuneration due to the Company and does not entitle the Customer to set off the amount of claims against any receivables due to the Company.

§9 [Personal data].

1. The Customer agrees to the processing of their personal data by the Company in order to conclude and perform the contract.
2. By concluding the contract, the Customer declares that they have read the information on the scope and method of personal data processing by the Company, which is available at: https://topsped.eu/rodo
3. The Company declares that it processes personal data in accordance with the "GDPR" - General Data Protection Regulation (Regulation of the European Parliament and the Council (EU) No. 2016/679 , dated the 27th of April 2016 for the purpose of sale and delivery of ordered services or goods (basis: Article 6 (1) (b) of the GDPR.

§10 [Confidentiality].

1. The Customer undertakes to keep confidential all information obtained from the Company in connection with the cooperation and during the negotiations.
2. The confidentiality obligation covers in particular: the content of all contracts and agreements concluded by the Parties, information regarding the Company, its organization, human resources, associates, subcontractors, contractors, indicators, rates, finances, technologies, technical solutions, programs, materials (" Confidential information").
3. Information made public by the Company is not confidential information.
4. Disclosure of Confidential Information by the Customer to third parties is possible only with the written consent of the Company or at the request of the court and other state authorities authorized to obtain information on the basis of the applicable provisions of law, upon informing the Company in writing of such a request.
5. In the period from the date of accepting the first order by the Company and in the period of 3 (three) years from the date of realizing the last order, the Customer is obliged not to take any steps to establish cooperation and not to conclude contracts with the Company's subcontractors, including the subcontractors of its subcontractors, who, at the request of the Company or its subcontractors, performed activities related to the provision of services by the Company to the Customer, including their employees, proxies or representatives, as well as persons recommended by subcontractors, for the purposes of concluding and performing contracts of carriage, freight forwarding contracts, reloading or storage contracts and other similar contracts.
6. In the event of breach of the confidentiality provisions or cooperation with subcontractors and further subcontractors of the Company, referred to in sec. 5, the Customer is obliged to pay the amount of PLN 50,000.00 (fifty thousand PLN 00/100) as a contractual penalty to the Company for each case of breach.

§11 [Final provisions].

1. A change to the GTC may be made by the Company by publishing the new content of the GTC on the website at: https://topsped.eu/ pers.
2. In matters not settled by the GTC, the provisions of Polish common law, in particular the Civil Code and the CMR Convention, shall apply.
3. In the event of a dispute between the parties, the competent court will be the court competent for the seat of the Company.
4. In relations with the consumer, the provisions of § 5 sec. 4, §7 section 16, §8, §11 clause 3 of the GTC shall not apply.
5. In the event that any of the provisions of the GTC by operation of law or a final or legally valid decision of any administrative authority or the Court are deemed invalid or ineffective, the remaining provisions of the GTC shall remain in force and are effective. The provisions of the GTC considered invalid or ineffective, are replaced with provisions that are valid under the law, and their legal effects are as similar as possible to the original provisions of the GTC and implement the objectives of the parties in this respect.