§1. General Provisions

1. These General Terms and Conditions of Service Provision (hereinafter: the “GTC”) set out the principles of cooperation between INOILE Sp. z o.o., with its registered office in Gdańsk (hereinafter: “INOILE”), and the client ordering the services (hereinafter: the “Client”).
2. The GTC apply to all services related to transport organisation, logistics services, logistics consultancy, and supporting activities, unless otherwise agreed by the Parties in writing.
3. Placing an order, accepting an offer, or confirming by email constitutes full acceptance of these GTC.

§2. Nature of the Service and Due Diligence

1. INOILE Sp. z o.o. acts as a transport organiser (logistics operator), not as a carrier, unless otherwise agreed by the Parties in writing.
2. INOILE provides its services with the due diligence required in professional business transactions, in accordance with Article 355 §1 of the Polish Civil Code.
3. INOILE’s responsibility covers the exercise of due diligence in organising the logistics process and does not constitute a guarantee of achieving a specific result under all market conditions.

§3. Offers, Prices and Changes in Market Conditions

1. Price offers are provided for information and reference purposes only, unless explicitly stated as binding.
2. The price and performance period depend in particular on carrier availability, administrative procedures, market conditions, fuel costs, ferry costs, escort vehicles, police escorts, and road tolls.
3. In the event of significant changes in market, administrative, or organisational conditions, the Parties may renegotiate the terms of order performance pursuant to Articles 353¹ and 357¹ of the Polish Civil Code.

§4. Performance Deadlines and Permits

1. Performance deadlines are considered estimated rather than guaranteed, unless otherwise agreed by the Parties in writing.
2. In the case of special and project transport, performance deadlines depend on obtaining the required administrative permits.
3. Delays resulting from decisions of public authorities, administrative procedures, weather conditions, or market conditions shall not constitute improper performance of the agreement within the meaning of Articles 471 and 472 of the Polish Civil Code.

§5. Scope and Limitation of Liability

1. INOILE’s liability is limited solely to actual direct damages remaining in an adequate causal relationship with INOILE’s actions, in accordance with Article 361 §1–2 of the Polish Civil Code.
2. INOILE shall not be liable for lost profits, indirect damages, or consequential damages.
3. INOILE shall not be liable for costs incurred by the Client or third parties, including in particular the costs of assembly teams, cranes, downtime, production delays, contractual penalties payable to business partners, or other organisational costs.
4. The Parties agree to limit INOILE’s liability within the limits permitted by Article 473 §1 of the Polish Civil Code.
5. The inability to provide services due to objective market or administrative conditions shall not constitute gross negligence.

§6. Payments and Settlements

1. The payment term for invoices is 7 days, unless otherwise agreed by the Parties.
2. Remuneration for a completed transport or logistics service constitutes a separate and independent obligation and may not be withheld, blocked, or made conditional upon the completion or settlement of another order between the Parties.
3. Pursuant to Articles 353¹, 488 §1, and 490 §1 of the Polish Civil Code, the performance of a monetary obligation due for a completed service may not be made conditional upon the performance of other independent obligations.
4. Failure to make payment on time constitutes a breach of a monetary obligation within the meaning of Article 471 of the Polish Civil Code and entitles INOILE to charge statutory interest for late payment pursuant to Article 481 §1 of the Polish Civil Code.
5. Set-off of claims is permitted only in cases provided for in Articles 498–505 of the Polish Civil Code, namely where claims are mutual, due, undisputed, and documented. In other cases, set-off requires the written consent of both Parties.
6. Withholding payment in order to exert negotiating or organisational pressure may be regarded as a breach of the principle of cooperation between the Parties under Article 354 of the Polish Civil Code and as an abuse of a subjective right within the meaning of Article 5 of the Polish Civil Code.

§7. Termination or Dissolution of the Order

1. In the event of a permanent inability to perform the order or a material change in circumstances, the Parties may terminate their cooperation pursuant to Article 491 §1 of the Polish Civil Code.
2. Termination of the order by mutual agreement, without mutual claims, is permitted after settlement of all mutual obligations.

§8. Final Provisions

1. Matters not regulated by these GTC shall be governed by the provisions of the Polish Civil Code.
2. Polish law shall apply.
3. Any disputes shall be settled by the court having territorial jurisdiction over the registered office of INOILE Sp. z o.o.