Legal Notes

GENERAL TERMS OF REFERENCE

Regulations for the execution of transport orders by Venax Sp. z o.o.

I. General provisions

  1. These regulations set out the rules under which the Contractor, hereinafter referred to as "Venax Sp. z o.o.", undertakes to carry out transport orders.
  2. Venax performs carriage on the basis of a contract concluded with the Principal, including a tender.

II. Transport order and acceptance

  1. Whenever Venax receives an offer to conclude a contract of carriage, acceptance of this offer may only take place on the basis of Venax's express response containing a declaration of acceptance. The application of the provision of Article 682 of the Civil Code is excluded.
  2. Failure to confirm acceptance of the offer to conclude a contract shall not result in Venax being charged with contractual penalties.
  3. Each time Venax expressly accepts an offer, it shall be deemed to have accepted its contents, subject to any amendments or additions resulting from the provisions of the general terms and conditions of order applied by Venax.
  4. If, within 30 minutes of receipt by the Principal of Venax's express confirmation of acceptance of the offer, the Principal does not object to the introduction of amendments or additions to its content (resulting from the general terms and conditions of order applied by Venax), the parties shall be bound by the contract with the content specified in the offer, as amended or supplemented by these terms and conditions. If the Principal objects to the introduction of the indicated changes or additions, the contract shall be deemed not to have been concluded.
  5. In case of doubt, the contract shall be deemed to have been concluded upon receipt by the Principal of Venax's express declaration of acceptance of the offer.
  6. From the moment that the parties are bound by the contract, in accordance with the content of the offer as amended or supplemented by the general terms and conditions of order applied by Venax, the parties are obliged to exercise due care in its execution. From that moment on, the parties shall be liable for non-performance or improper performance of the obligation in accordance with the general rules, subject to paragraph IV(1) of these general terms and conditions.
  7. In the event of cancellation of an order by the Customer on the day of loading the goods, the Customer shall be obliged to pay Venax a contractual penalty equal to ½ of the freight.

III. Execution of the order

  1. Venax may entrust a third party with the execution of an order, in particular when the lack of personal action is justified by the circumstances surrounding the order. Venax shall not be liable for the actions of a third party to whom it has entrusted the execution of an order if it was entitled to such entrustment.
  2. In circumstances justifying a change in the manner of execution of the order, Venax may deviate from the manner of execution indicated by the Principal without first obtaining the Principal's consent.
  3. An authorised delegation of the execution of an order to a third party or an authorised change in the manner of execution of an order shall not result in Venax being charged with contractual penalties, refusal to pay remuneration, a reduction in the freight rate or an extension of the payment deadline beyond the date indicated by Venax on the VAT invoice relating to the order.
  4. Venax shall carry out carriage on the dates indicated in the order. In the case of obstacles that are difficult to remove, Venax may deviate from the dates of carriage indicated in the order.
  5. Venax's failure to meet the transport deadlines referred to in clause 4 may not result in Venax being charged contractual penalties, refusal to pay remuneration, a reduction in the freight rate or an extension of the payment deadline beyond the deadline indicated on the VAT invoice relating to the order. Failure to confirm the status of order fulfilment shall not have the same effect.
  6. Venax shall draw up the freight documentation and deliver it to the Ordering Party within a timeframe that depends on the nature of the order in question, in particular the manner in which the order is carried out. Failure to deliver the documentation within the time limit specified in the wording of the order or in the Ordering Party's contractual templates shall not result in Venax being charged with contractual penalties, refusal to pay remuneration, reduction of the freight rate or extension of the payment deadline beyond that indicated by Venax on the VAT invoice.
  7. In the event of delivery of incomplete, erroneous or disorderly shipping documentation, Venax reserves the right to make supplementary delivery. The imposition of contractual penalties or other charges on Venax for this reason is excluded; in particular, any waiver of payment of remuneration, reduction of the freight rate or extension of the payment deadline beyond that indicated by Venax on the VAT invoice is excluded.
  8. The remuneration for the performance of a transport order is payable within a maximum period of 45 days, unless a shorter period has been stipulated in the Customer's order, calculated from the day Venax performs the service.
  9. Venax shall perform the information obligations related to the execution of the transport order. In the event that circumstances arise that make the fulfilment of these information duties difficult or impossible, Venax may refrain from informing the Customer on an ongoing basis about the progress of the execution of the order.
  10. Venax's failure to comply with the information obligation under the conditions set out in clause 9 shall not be deemed to constitute improper performance of the contract and shall not result in Venax being charged contractual penalties, refusal to pay remuneration, a reduction in the freight rate or an extension of the payment deadline beyond that indicated on the VAT invoice.
  11. The execution of the order by Venax shall take place without exchange of pallets (Gitterboxes, box pallets, Euro pallets and other containers) at the loading and unloading point. Any other terms and conditions may only be agreed with the express consent of Venax.
  12. The execution of the order by Venax shall take place without Venax being charged with handling costs related to transport. These general terms and conditions of order exclude the charging of Venax for such costs on any account.
  13. Repealed.
  14. In the event that Venax was ready to fulfil the order but suffered obstacles to its fulfilment for reasons attributable to the Customer (in particular if the goods were not available at the agreed loading location), the Customer shall pay Venax a contractual penalty of ¾ of the agreed freight.
  15. In the event that during the execution of the order by Venax, for reasons attributable to the Principal, the free stopping time referred to in paragraph VI(1) of these terms and conditions is exceeded, the Principal shall be obliged to pay Venax a contractual penalty in the amount of EUR 50 for each commenced hour of stopping time, starting from the first hour beyond the free stopping time.

IV. Venax's liability

  1. Venax shall only be liable for damage caused to the Principal through intentional fault. The establishment of a contractual penalty for damage caused by non-performance or improper performance of the contract for a reason other than Venax's wilful misconduct is excluded.
  2. The fact that Venax's act or omission from which the damage arose constituted the non-performance or improper performance of an obligation excludes the Principal's claim for tort damages.
  3. Nothing in the contract concluded between Venax and the Principal shall override any exclusion or limitation of Venax's liability under these general conditions or under generally applicable law.
  4. The amount of damages claimed from Venax may not exceed the amount to which its liability is limited. This limit is determined by the proven value of the damage suffered.

V. Jurisdiction of the court

  1. The court with exclusive jurisdiction for disputes arising from contracts concluded in accordance with the procedure set out in these general terms and conditions shall be the court with jurisdiction over Venax's registered office.
  2. Nothing in the contract between Venax and the Principal shall waive the exclusive jurisdiction of the court referred to in paragraph 1.
  3. The provisions of the Principal's model contract relating to court jurisdiction shall not apply to contracts concluded in accordance with the procedure set out in these general terms and conditions.
  4. The designation of a court with exclusive jurisdiction in accordance with points 1 to 3 shall not affect the exclusive jurisdiction of the court under generally applicable law.

VI. Final provisions

  1. The first 2 hours of idle time are deemed to be the idle time. In the case of forward deliveries ("term fix" clause), the first 2 hours also apply as the idle time.
  2. Venax does not accept the "SKONTO" option as a condition for execution of an order unless expressly agreed to.
  3. Venax is registered with the MiLoG system and accepts and applies all rules arising from it.
  4. Venax reserves the right to supplementary damages, in excess of the stipulated contractual penalties, up to the amount of the actual damage suffered.

Contact:
Venax Sp. z o.o.
Kamienna 3A, 57-100 Strzelin

Email: biuro@venax.pl

These regulations shall enter into force on 11.03.2025 and shall remain in force until further notice.