1. Terms are used in these Teneral terms and conditions for cargo transportation services:

1.1. Agreement means the GTC together with the Offer and the Order; 

1.2. Additional services mean other cargo transportation related services to the Customer subject to the written  agreement between the Parties regarding conditions of rendering Additional services; 

1.3. Cargo means the goods handed over to the Executor by the Customer, which has to be delivered to the place  specified by the Customer and handed over to an authorized person (consignee); 

1.4. Customer is a legal entity or an individual whose submitted Order is accepted by the Executor; 

1.5. Demurrages means the time exceeded exceptionally through the fault/needs of the Customer (sender or the  consignee) which is allowed for loading/unloading the Cargo at Cargo loading/unloading Places (i.e. the period of  time during which a vehicle, owned/operated by the Executor and complying with the conditions of the Agreement,  with a driver is waiting for the loading/unloading of the Cargo at the respective loading/unloading lace longer than  the time provided for cargo loading/unloading). Demurrage rate shall be agreed separately in writing by the  Customer and the Executor. 

1.6. Executor means Girteka Europe West UAB or any company belonging to Girteka group which are specified in the  Order; 

1.7. GTC means these General Terms and Conditions for cargo transportation services by road; 

1.8. Order means the order for cargo transportation and additional services submitted by the Customer to the Executor  in accordance with these GTC; 

1.9. Offer refers to the proposal made by the Executor to the Customer for the provision of specified cargo  transportation services under predetermined terms and conditions; 

1.10. Parties mean the Customer and the Executor; 

1.11. Services mean planning, arrangement, and execution of international, domestic cargo transportation by road  performed by the Executor at the Customer’s expense. 

2. Introductory provisions 

2.1. GTC shall regulate relations arising between the Customer and the Executor during performance of the Services,  and also during rendering of Additional services by the Executor to the Customer. 

2.2. The Executor performs the Services, the Additional services according to the accepted Order, and the Customer  undertakes to pay the Executor the agreed charge for the Services and the Additional services. 

2.3. In the event of any conflict between the terms and conditions of the Order and these GTC, the parties hereby agree  that the provisions of these GTC shall prevail. 

2.4. The Executor shall be entitled to assign execution of the Services, the Additional services to the third persons  (actual carriers etc.), but he shall be liable to the Customer for their actions as for his own. 

3. Orders for transportation  

3.1. For arrangement and execution of each separate carriage of freight the Customer shall send to the Executor the  Order for transportation in writing by e-mail no later than 48 (forty eight) hours before planned loading day unless  agreed otherwise.  

3.2. If the Customer cancels the agreed Order for transportation later than 24 (twenty four) hours until agree loading  appointment time, the Customer shall pay to the Executor agreed compensation.

3.3. The Order for transportation shall specify: (a) addresses of cargo loading and destination points with contact  details; (b) addresses for execution customs formalities at loading and destination points, if applicable; (c)  instructions for execution customs formalities, if applicable; (d) type of the vehicle required; (e) description of the  cargo, its weight, packaging, number of packages; (f) characteristics of the cargo requiring special conditions or  precautions for cargo preservation during shipment; (g) special cargo handling conditions; (h) freight rate; (i)  requested time for vehicle’s delivery to the loading point and deadlines for cargo delivery, if applicable; (j) any  specific instructions for transportation (temperature regime etc.); (k) other relevant information. 

3.4. After receipt of the Order for transportation, the Executor at least 1 (one) business day before planned loading day,  shall inform the Customer in writing about acceptance of the Order for transportation by specifying the license  plate numbers of the vehicles (tractor and trailer) or the Executor shall reject the Order for transportation in writing.  If the Executor neither accepted, neither rejected the Order, the Order for transportation shall be deemed as not  accepted and won’t be binding to the Executor.  

3.5. The Order for transportation shall be considered to be properly made and binding if the Parties agreed in writing  using electronic means of communication and shall be an integral part of the Agreement. 

3.6. The Parties agree that the temperature instruction in the Order shall prevail of over the temperature instruction in  the CMR waybill. And accordingly in case of discrepancy in the temperature instruction between the Order and  the CMR waybill, the Executor shall follow the temperature instruction per the Order. 

4. Rights and obligations of the Customer 

4.1. The Customer shall be obliged to provide all possible and necessary assistance to the Executor in solving problems,  arising during freight transportation hereunder, without any delay. 

4.2. The Customer undertakes to provide cargo for transportation upon delivery of a vehicle for loading in accordance  with agreed Order for transportation and shall ensure proper packing of dispatched cargo at his expense. Cargo  packing must ensure its safety during transportation, otherwise The Executor shall be released from responsibility  for damage of cargo due to inappropriate packing, and the packing of cargo also must eliminate the possibility of  damaging the vehicles. The Customer shall ensure safety of cargo during loading and unloading operations. The  Customer is responsible for cargo loading/loading unless agreed otherwise. 

4.3. The Customer shall execute all necessary freight documents (quality certificates, export permits, veterinary health  certificates, sanitary certificates, invoices etc.) at his expense. The Customer shall ensure the accuracy and  sufficiency of data in these documents and shall reimburse all losses of the Executor, incurred due to Customer’s  failure to properly fulfil this obligation. 

4.4. The Customer shall be obliged to timely provide all information about cargo and its servicing in writing, transfer to  the Executor all required cargo accompanying documents and all comprehensive information required for execution  of customs and other formalities. The Customer shall ensure the accuracy and sufficiency of provided information  and shall reimburse all losses of the Executor, incurred due to Customer’s failure to properly fulfil this obligation.  

4.5. The Customer shall ensure proper loading/unloading operations including customs clearance (if applicable) of  cargoes within 2 (two) hours after vehicle’s arrival to the place of operations. In case of no fixed loading appointment  time agreed, loading day 08:00 am will be kept considered as agreed loading appointment time.  

4.6. Should the waiting time exceed the terms specified in clause 4.5 the Executor informs the Customer and the  following provisions shall apply: 

4.6.1. The Executor shall provide the Customer with a report detailing exceeded free waiting time and the resulting  demurrage charges. Together with this report the Executor shall provide a document demonstrating the vehicle’s  position and timing (e.g. GPS printout or any other document) within the Customer’s warehouse  (loading/unloading) territory which caused demurrage charges. The Executor submits this report within 3 (three)  business days after the completion of cargo unloading; 

4.6.2. The Customer must confirm or dispute the reported demurrage charges within fourteen (14) days of receiving the  downtime report;

4.7. Demurrage charges shall be invoiced separately from freight charges. The Customer shall ensure proper assistance  requested by the driver of the vehicle at the point of loading in order to ensure rational arrangement of cargo in  transport compartment and prevent possible overload per axis. 

4.8. Parties agree that in case of transportations from / to / through United Kingdom, the Customer shall arrange and  timely (before the commencement of cargo loading) provide to the Executor all necessary accompanying  documentation, instructions, information and data, including, but not limited to movement reference number (MRN),  required for proper fulfilment of customs and related procedures for crossing the borders. The Customer shall ensure  the accuracy and sufficiency of provided information, instructions as well as of data in these documents. In case of  vehicle’s retention during customs clearance, crossing the border or during transportation of the cargo due to  Customer’s failure to properly fulfil its obligations indicated hereof or in case of waiting in line for any reason at  any customs / border authority, point of exit / point of entry, including all ports, tunnels etc., the Customer shall pay  to the Executor a compensation for demurrages. If the Customer wishes the Executor to provide all or part of the  services of a customs broker, the Customer must agree and sign a separate agreement with the Executor on the terms  and conditions for the provision of customs broker services. 

4.9. Parties agree that in case of transportations from / to / through Poland, specific cargo types are subject to monitoring  and require to be declared in SENT (System for Electronic Transport Supervision) system. Therefore, the Customer  shall provide accurate and timely information necessary for the Executor to comply with the SENT system  requirements in Poland. The Customer assumes full responsibility for ensuring the accuracy of this information and  will indemnify and hold the Carrier harmless against any fines, penalties, or losses resulting from the Customer‘s  failure to comply with these obligations. In case of vehicle’s retention during Poland authorities’ inspections or any  other reason leading to additional Executor’s expenses in relation with SENT requirements, the Customer shall pay  to the Executor a compensation (demurrages, extra costs for additional stop). 

5. Rights and obligations of the Executor 

5.1. The Executor shall be entitled to choose a transportation route, unless otherwise specified in the Order for  transportation or in writing.  

5.2. The Executor shall ensure delivery and/or deliver vehicles for loading of cargo in proper technical state according  to the type of the vehicle and load-carrying capacity in accordance with the Order. 

5.3. The Executor undertakes to deliver entrusted cargo to a destination point specified in the Order for transportation  and CMR consignment note. 

5.4. The Executor shall properly follow Customer’s instructions specified in the Order for transportation during  transportation. If the Executor due to some reasons is unable or fails to follow Customer’s instructions, he shall  immediately inform the Customer that he is unable to execute specific Customer’s instructions.  

5.5. After delivery of cargo to a delivery point The Executor shall demand a written confirmation of cargo delivery and  fulfilment of other The Executors obligations hereunder. The consignee shall sign and/or seal such confirmation of  cargo delivery and fulfilment of other obligations by The Executor in the CMR consignment note. 

5.6. The Executor shall perform the control of loading process, which is to be performed by a driver, by counting the  number of cargo packages, checking the external condition of cargo and its packing, loading order of cargo in  transport compartment. In case if inaccurate information regarding number of packages is found in a CMR  consignment note or other visual defects are detected during loading (packing is damaged, obvious unreliable  securing of cargo etc.), which may clearly cause cargo damage during transportation, or in case of absence of control  possibility the Executor shall inform the Customer about it and shall make necessary reservations in CMR  consignment note. 

6. Price and Payment  

6.1. Provided Services shall be paid according to the freight rate agreed by the Parties in writing. The Executor’s standard  monthly Fuel floater applies for price recalculation due to fuel price fluctuations. 

6.2. The Executor has the right on his own initiative to recalculate the prices agreed by the Parties due to increased costs  of executing the Order (drivers’ wages, new or increased taxes etc.) by notifying the Customer in writing about the  recalculated prices no later than 14 (fourteen) calendar days before the application of the new prices. 

6.3. The price for the Services (freight rate) agreed between the Parties shall be deemed an „all-in rate“, which shall  cover all customary and anticipated costs and expenses incurred by the Executor for the proper performance of the  Services. This includes but is not limited to fuel costs, tolls, tunnel fees, drivers’ wages, and all applicable charges  and taxes payable by the Executor. Any additional expenses incurred by the Executor that were unforeseeable at the  time of the Order for transportation (such as expenses for an obligatory convoy of a vehicle or costs associated with  exceeding maximum allowable weight parameters) shall be reimbursed by the Customer upon provision of  appropriate evidence of such expenses. If the Customer is charged by local or international enforcement agencies  due to failure to submit required information, documentation, or permits that were the Customer’s responsibility,  the Executor shall not be liable for any reimbursements or penalties related thereto. Furthermore, if the Customer  fails to disclose any specific service requirements at the time of requesting the quotation, and such undisclosed  requirements affect the execution of the Services, the initial quotation shall be subject to a re-quote process. 

6.4. For the avoidance of doubt, the Parties confirm that the Customer shall not be entitled to claim a retroactive price  reduction under any circumstances, even if it is later determined that the Customer was overcharged for certain  charges and/or taxes. 

6.5. Payments shall be made by the Customer on the ground of the Executor invoice sent to the Customer by e-mail.  Payment term shall be agreed in writing. 

6.6. The Customer shall be liable to the Executor for failure to pay any sums within the agreed term and shall pay to the  Executor late payment interests according to the statutory provisions. 

6.7. The Customer can claim issued invoice within 5 (five) business days. If the Executor does not receive claims  regarding issued invoice, such invoice shall be paid under agreed terms. Amounts to be paid under this clause are  not deductible from the price payable for the transportation services.  

6.8. Payments shall be made in Euros by non-cash transfer. The obligations of the Customer to pay to the Executor for  provided services and additional expenses, agreed penalties or incurred losses shall be deemed executed properly  from the moment of receipt of monetary funds into the settlement account of the Executor.  

6.9. All bank transaction fees shall be paid by the payer. 

6.10. In case of the Customer’s indebtedness for the services, provided by the Executor, or in case of the Customer’s  indebtedness to the Executor for any other sums under the present Agreement for more than 30 (thirty) calendar  days, the Executor shall be entitled to detain the Customer’s cargo(es) in the Executor’s possession until the full  settlement of the Customer’s indebtedness and reimbursement of all expenses, incurred by the Executor for the  benefit of the Customer, or until the Customer provides the proper assurance (guarantee) of fulfilment of the  Customer’s obligations regarding full settlement of the Customer’s indebtedness and reimbursement of all expenses,  incurred by the Executor. In this case, the Customer shall pay for the costs associated with detention (storage) of the  cargo, and also shall be responsible for damage to the cargo, which occurred due to its detention by the Executor in  the cases provided for in this Clause hereof.  

6.11. If the Customer owes the Executor for services rendered by the latter under this Agreement or owes the Executor  any other amounts under this Agreement and the Customer’s payment is overdue for at least 1 (one) invoice for  more than 30 (thirty) calendar days, the Parties agree that it shall be deemed that all Executor’s invoices, issued to  the Client, are due. The Parties confirm that in such a case the Executor shall have the right to demand the Customer  to pay all invoices submitted by the Executor without waiting for the actual payment term, agreed between the  Parties in the Agreement or the Order for transportation, becoming overdue. 

6.12. In any case the Customer shall not be entitled to delay the payments to the Executor or to set-off any amounts  payable by the Customer to the Executor under the present Agreement against any Customer’s claims to the Executor  under the present Agreement without the prior written consent of the Executor.  

6.13. The Executor, assigning third parties to fulfil its obligations under this agreement, is not obliged to reflect the amount  of forwarding remuneration in the agreement or other documents arising as part of such contractual relations with  third parties. 

6.14. Parties agree on the following additional costs: 

6.14.1.1. One hour free delay is included for customs formalities, thereafter demurrage will apply. 6.13.8. Other costs to be agreed in writing prior to accepting the Order.

7. Liability  

7.1. The Parties shall be liable for non-fulfilment or improper fulfilment of obligations hereunder in accordance with the  conditions of legal acts and in accordance with the conditions of GTC. 

7.2. The Parties agreed that Executor’s liability for cargo value is limited in accordance with the conditions of CMR  convention and to the extent of cargo value specified in transportation documents not exceeding the SDR limits  specified in CMR convention.  

7.3. The Parties confirm that they understand and accept the condition, stating that, if the Customer wishes to establish  amount of Executor’s liability, which exceeds the amount stipulated in the Clause 7.2 hereof, after notifying the  Executor about it in the Order for transportation, he shall pay to the Executor additional insurance contributions  depending on cargo insurance cost.  

7.4. The Parties shall be released from their responsibility for partial or full non-execution of their liabilities hereunder,  if such failure is due to any force majeure circumstances (for example: acts of God, hostilities, acts and actions of  legislative and executive authorities and other similar circumstances) impeding fulfilment by the Parties hereto of  their obligations hereunder, which the Parties did not foresee and could not foresee on the date of entry of the  Agreement. 

7.5. In case of force major circumstances the fulfilment of obligations will be postponed for a period equal to the time  during which such circumstances lasted. The Party affected by force majeure circumstances shall notify the other  Party of such circumstances within reasonable time by using all means available to both Parties hereto and attach  sufficient proof. Should a circumstance of force majeure persist for longer than 3 (three) months, each Party may  terminate this Agreement with reasonable written notice to the other Party, and neither shall claim damages from  the other Party. 

8. Personal data 

8.1. The Parties of the Agreement shall process (including the transfer of personal data to third parties (customers /  partners) for the performing of contractual obligations) the personal data (name, surname, employer, position,  telephone number, e-mail address, representative’s identification data, GPS data and representative’s preferred  language) of their employees, agents or other representatives transferred to each other in accordance with the  legitimate interests of the Party for the purpose of conclusion and performance of the Agreement and for maintaining  commercial relations with the Party of the Agreement. The Parties while processing personal data undertake to  comply with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the  protection of natural persons regarding the processing of personal data and on the free movement of such data, and  repealing Directive 95/46/EC (General Data Protection Regulation) and other legal acts regulating the protection of  personal data. Each Party of the Agreement before transferring personal data to another party for the purpose of  conclusion and performance of the Agreement and commercial communication undertakes to provide employees,  agents or other representatives with the information on processing and transfer of their personal data that is required  according to legal acts. The information provided should include the objectives of the processing of personal data,  the legal basis, the period of retention and the data subjects’ rights. The Parties of the Agreement shall store the  received personal data only as long as it is necessary to achieve the purpose. The data shall be provided in a manner  determined by the Parties of the Agreement, including automatic and non-automatic means of the data transfer using  appropriate personal data protection measures consistent with the emerging risks. 

8.2. Please be informed that when you become our customer, the contact data of your specified contact persons will be  processed for the purpose of sending quality surveys (“NPS”) on the basis of legitimate interest. You have the right  to object to the processing of your contact data for this purpose by submitting a written objection by e mail npsunsubscribe@girteka.eu.  

9. Confidentiality  

9.1. The Parties undertake not to disclose the commercial information that was received or became known to them in the  course of joint work, information on the conclusion of the Agreement and its conditions, as well as other information  about the Parties, to a greater extent than is necessary for the proper execution of this Agreement, for the purposes  of audit and etc. The Parties undertake to take all possible measures to prevent the disclosure of such information to  third parties. Such information may be disclosed to third parties only after obtaining the written consent of the other  Party or in the case when the obligation to provide such information to the competent state institutions is provided  for by applicable law. The Parties agree that the Executor shall have the right in individual cases (in the case of  audits performed by third parties etc.) demand signing a separate confidentiality (non-disclosure) agreement. 

10. Other conditions  

6.15. The Executor has the right to unilaterally change these GTC. Changes to the GTC take effect from their publication  on the website www.girteka.eu and are valid only for Orders submitted and accepted for execution after the change  came into force.  

6.16. Customer complaints will be handled in accordance with The Standard Procedure for the Administration of Cargo  Claims. 

6.17. The pallet exchange (if applicable) will be executed in accordance with The Conditions for Euro-Pallets Exchange. 

6.18. Both the Customer and the Executor agree to comply with the Code of Conduct throughout the duration of the  Agreement. Each Party shall ensure that their employees, agents, and subcontractors also adhere to the Code of  Conduct.  

6.19. The Customer shall ensure that his cargo or cargo organized for third parties isn’t carrying any prohibited or  otherwise restricted materials/goods, in accordance with the targeted sanctions in Regulation (EU) No 833/2014 of  31 July 2014 „Concerning restrictive measures in view of Russia’s actions destabilizing the situation in Ukraine“  (hereinafter – Regulation No 833/2014) including any additions or amendments to it; Regulation (EU) No 2021/821  of 20 May 2021 “Setting up a Union regime for the control of exports, brokering, technical assistance, transit and  transfer of dual-use items (recast)” (hereinafter – Regulation No 2021/821) including any additions or amendments  to it; other restrictions approved by the European Union (EU), the US Office of Foreign Property Control (OFAC),  the United Kingdom (UK). In the event that the transported cargo or cargo organized for the third parties contains  prohibited or otherwise restricted materials/goods in accordance with the targeted restrictions in Regulation No  833/2014, Regulation No 2021/821 or other restrictions approved by the European Union (EU), the US Bureau of  Foreign Property Control (OFAC), the United Kingdom (UK), the Customer shall reimburse the Executor for all  losses incurred as a result of these breaches (including fines, penalties, damages) and shall take full responsibility  for any violation of the export of such materials/goods and/or violation of applicable sanctions and release the  Executor from any claims and/or requirements (including but not limited to, fines or delicts, etc.). In these  circumstances, the Executor is not responsible for any losses, damage, late delivery of the cargo or violations of  applicable sanctions, as this is not due to the actions of the Executor, but due to the actions of the person disposing  of the cargo (the Customer). 

6.20. By entering the Agreement, the Customer confirms that it and its shareholder (-s), and ultimate beneficial owner (- s) are not included into consolidated list of persons, groups and entities subject to European Union sanctions, USA  sanctions, OFAC list. The Customer is obliged to immediately inform the Executor in writing regarding the sanctions  applied to him in the future and after the signing of this Agreement no later than within three working days prior to  the entry into force of these sanctions. In the event the Customer provides inaccurate information, hides the fact of  the application of sanctions or does not provide the specified information for any reason, these circumstances will  be considered a material violation of the Agreement and shall be ground for the Executor to unilaterally terminate  the Contract immediately. The Parties agree that the Executor cannot and will not be liable under any circumstances,  and under no circumstances does not assume any risks of violation of the sanctions regimes of the European Union  and the United States through the fault of the Customer and/or shareholder(-s), and/or the fault of the ultimate  beneficiary owner (-s). In the event the Executor has an obligation to make payment in accordance with the  Agreement, a tort, law or other basis provided for by legal acts, a non-fulfillment or improper fulfillment of such an  obligation due to the application of the sanctions specified in this paragraph to the Customer is not considered as a  violation of contractual rights or the rights of the Executor provided by legal acts. 

6.21. By entering the Agreement, the Customer agrees to provide details of its direct and indirect shareholder(s) and  ultimate beneficial owner(s) who is/are the owner(s) of the legal entity (the Customer) and/or who directly or  indirectly controls/manages the legal entity (the Customer). The Customer confirms that it understands and agrees  that the above information may be disclosed to other companies of the Girteka Group, if required. The Customer  confirms that the information provided is correct and undertakes to inform the Executor immediately of any changes  in the information provided about its direct and indirect shareholder(s) and ultimate beneficiary(-ies). 

6.22. The Parties shall resolve all disputes arising out of or related to present Agreement by means of mutual negotiations.  If the Parties fail to reach mutual agreement, the dispute shall be referred for resolution to the competent court at the  defendant’s country according to the legislation of the country, where the defendant has its registered office. 

6.23. The Parties undertake to inform each other in advance about all changes of its addresses, contact details or other  information in writing.