§1. General Provisions

These General Terms and Conditions for the Provision of Services (hereinafter: the “GTC”) set out the rules of cooperation between INOILE Sp. z o.o., with its registered office in Gdańsk (hereinafter: “INOILE”), and the entity ordering the services (hereinafter: the “Client”).

The GTC apply to all services involving transport organisation, logistics services, logistics consulting and auxiliary activities, unless the parties have agreed otherwise in writing.

Placing an order, accepting an offer or confirming it by email constitutes full acceptance of these GTC.

§2. Nature of the Service and Standard of Care

INOILE Sp. z o.o. acts as a transport organiser (logistics operator) and not as a carrier, unless the parties have expressly agreed otherwise in writing.

INOILE performs its services with due care required in professional business transactions, in accordance with Article 355 §1 of the Polish Civil Code.

INOILE’s liability covers the exercise of due care in organising the logistics process and does not constitute a guarantee of achieving a specific result under all market conditions.

§3. Offers, Prices and Market Variability

Price offers are of an informational and indicative nature unless they are expressly marked as guaranteed.

The price and the execution time depend in particular on the availability of carriers, administrative procedures, market conditions, fuel costs, ferry costs, escort services, police assistance and road tolls.

In the event of a material change in market, administrative or organisational conditions, the parties allow for the possibility of renegotiating the terms of performance of the order in accordance with Articles 353¹ and 357¹ of the Polish Civil Code.

§4. Execution Deadlines and Permits

Execution deadlines are indicative and not guaranteed unless the parties have agreed otherwise in writing.

In the case of non-standard and project transport, execution deadlines depend on obtaining the required administrative permits.

Delays resulting from decisions of public authorities, administrative procedures, weather conditions or market circumstances do not constitute improper performance of an obligation within the meaning of Articles 471 and 472 of the Polish Civil Code.

§5. Scope and Limitation of Liability

INOILE’s liability is limited exclusively to actual, direct losses remaining in an adequate causal relationship with INOILE’s actions, in accordance with Article 361 §1–2 of the Polish Civil Code.

INOILE shall not be liable for lost profits, indirect damages or consequential damages.

INOILE shall not be liable for any costs incurred by the Client or third parties, including in particular the costs of assembly teams, cranes, downtime, production delays, contractual penalties towards contractors or any other organisational costs.

The parties jointly limit INOILE’s liability within the limits permitted by Article 473 §1 of the Polish Civil Code.

The inability to perform the service resulting from objective market or administrative conditions does not constitute gross negligence.

§6. Payments and Settlements

The payment term for invoices is 7 days, unless the parties have agreed otherwise.

Remuneration due for a completed transport or logistics service constitutes a separate and independent obligation and may not be withheld, blocked or made conditional upon the performance or settlement of another order between the parties.

Pursuant to Articles 353¹, 488 §1 and 490 §1 of the Polish Civil Code, the fulfilment of a monetary obligation due for a performed service may not be made conditional upon the performance of other, separate obligations.

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 delay in accordance with Article 481 §1 of the Polish Civil Code.

Set-off (compensation) of receivables is permissible only in the cases provided for in Articles 498–505 of the Polish Civil Code, i.e. where the receivables are mutual, due, undisputed and documented, and in all other cases only with the written consent of both parties.

Withholding payment in order to exert negotiation or organisational pressure may be deemed contrary to the principle of cooperation between the parties arising from Article 354 of the Polish Civil Code and may constitute an abuse of rights within the meaning of Article 5 of the Polish Civil Code.

§7. Completion or Termination of the Order

In the event of a permanent impossibility of performing the order or a material change in circumstances, the parties may terminate the cooperation in accordance with Article 491 §1 of the Polish Civil Code.

Termination of the order by mutual agreement without mutual claims is permitted after the parties have completed their mutual settlements.

§8. Final Provisions

In matters not regulated by these GTC, the provisions of the Polish Civil Code shall apply.

The applicable law shall be Polish law.

Any disputes shall be resolved by the court having local jurisdiction over the registered office of INOILE Sp. z o.o.