General Terms of Transport

GENERAL TERMS AND CONDITIONS OF COOPERATION

§ 1 [General Provisions] [Postanowienia ogólne]

1. These General Terms and Conditions of Cooperation (hereinafter referred to as “GTCC”) apply to all transport contracts and single transport orders (hereinafter referred to as “Orders” or “Order”) concluded by NICROMETAL S.A., headquartered in Toruń (87-100), at Droga Starotoruńska 5, registered in the National Court Register under the number KRS: 0000420869, REGON: 871562746, NIP: 9562054187 (hereinafter referred to as the “Principal”) with contractors (hereinafter referred to as the “Contractor” or collectively “Contractors”) under which the Contractor undertakes to transport goods, raw materials, or waste (hereinafter referred to as “goods”) within the territory of the Republic of Poland or abroad, and the Principal undertakes to pay the agreed remuneration.
2. In appropriate cases, the provisions of the Convention on the Contract for the International Carriage of Goods by Road (CMR) and the Protocol of Signature dated May 19, 1956 (Journal of Laws of 1995 No. 69, item 352), Regulation (EC) No 1013/2006 of the European Parliament and of the Council of June 14, 2006, on shipments of waste (OJ L 190 of 12.07.2006, 1, as amended), Regulation of the Minister of Environment of October 7, 2016, on detailed requirements for the transport of waste (Journal of Laws of 2016, item 1742), as well as all applicable Polish or international laws depending on the circumstances of the order and the type of transported cargo, shall apply to the orders.
3. The GTCC may be accepted by the Contractor only without reservations.

§ 2 [Rules for Accepting and Executing Orders] [Zasady przyjmowania oraz realizacji zleceń]

1. The Contractor is obliged to execute the Order in accordance with the terms specified in the order document, the GTCC, and in compliance with the applicable Polish or international laws in the case of transport outside the country.
2. In the case of concluding an Order in the form of a transport contract, the Contractor is obliged to send a signed copy of the Order in the form of a transport contract, to which these GTCC will apply, by email or traditional mail to the address of the Principal specified in § 1, point 1 of the GTCC.
3. The Order may only be accepted by the Contractor without reservations, and any changes to the Order (including its supplements) introduced by the Contractor will not apply and are considered non-binding unless the Principal explicitly accepts the changes introduced by the Contractor.
4. The Contractor undertakes to use means of transport that are fully operational, have appropriate dimensions, weight, and meet the requirements for the type of cargo being transported.
5. Drivers performing the service under the Order are required to participate in the loading of the goods and verify that the transported goods comply with the conditions of the order and are not damaged or contain significant defects. The lack of reservations reported before the start of transport is considered as confirmation of no objections on these issues.
6. The driver is obliged to secure the goods in the vehicle, on the trailer, or on the semi-trailer in such a way as to prevent destruction or damage during transport.
7. If discrepancies are found as indicated in paragraph 4 above, the driver is obliged to note this fact in the CMR consignment note, waste transfer card (KPO), municipal waste transfer card (KPOK), or other document accompanying the cargo.
8. If the driver/carrier finds irregularities during loading/unloading resulting in damage to the means of transport, the driver is obliged to report such an event to the representative of the relevant branch of the Principal and to write a report of the event, attaching photographic documentation.
9. The Contractor is entitled to 24 hours free of charge during loading and unloading.
10. In other cases, the Contractor is entitled to a contractual penalty of 100 EUR (international transport) or 100 PLN (domestic transport) for each started 24 hours of downtime.
11. The Principal is not responsible for delays at state borders, Customs Offices, and on days when the movement of trucks is restricted.
12. The transport time includes the downtimes mentioned above, and the lack of receipt of the shipment by the recipient before the expiry of this time is not considered an obstacle to the delivery of the shipment.
13. The Contractor is responsible for the correct placement of the goods to avoid axle overloads. Upon acceptance of the goods onto the means of transport, the Contractor assumes the risk and costs arising on the transport route due to improper placement of the cargo and exceeding the permissible axle load.
14. The Contractor is responsible for the load from the moment of acceptance until its delivery to the recipient, including any delays. The Contractor is not liable for the above-described responsibility if the loss, shortage, damage, or delay in the transport of the shipment was caused by reasons attributable to the sender or recipient, due to the nature of the goods, or due to force majeure.
15. The transport can only be carried out on national and international roads (marked with one, two, or three digits) except for access roads to the place of delivery of the goods. Stops must take place in guarded and/or monitored parking lots or on the premises of the unloading or loading companies.

§ 3 [Declarations and Insurance] [Oświadczenia i ubezpieczenie]

1. The Contractor is obliged to have a valid and paid insurance policy for civil liability for damage caused during transport, covering in particular loss, shortage, theft, robbery, disappearance, or damage to the goods entrusted for transport, including the goods covered by the Order, at the time of accepting the order and during its execution.
2. At the request of the Principal, the Contractor is obliged to present the policy confirming the conclusion of the civil liability insurance contract and confirmation of the payment of due premiums.
3. During the execution of the order, the Contractor is obliged to possess the necessary licenses, concessions, and permits required by applicable Polish transport laws, including waste transport if the order pertains to it.
4. The Contractor declares that they are aware of the provisions of the Act Regulating the General Minimum Wage (German: Mindestlohngesetz, abbreviation: MiLoG) of August 11, 2014, Journal of Laws I. P. 1348 (hereinafter “MiLoG”) and the Regulation of the Council of Ministers of September 15, 2020, on the amount of the minimum wage for work and the minimum hourly rate in 2021, and by executing this Order, they comply with the requirements of the MiLoG Act and the Regulation to the required extent.
5. If the Contractor employs subcontractors to perform the order, the Contractor guarantees that their subcontractors will also comply with the provisions of MiLoG and the Regulation and is responsible for their actions and omissions as for their own.
6. The Contractor shall indemnify or release NICROMETAL S.A. from all liability related to third-party claims, fines, or penalties imposed by public authorities due to non-compliance by the Contractor or their subcontractors with the provisions of MiLoG while executing the above order.

§ 4 [Obligations] [Obowiązki]

1. The Principal is obliged to:
   1. cooperate with the Contractor in the execution of the Order and provide necessary information for this purpose,
   2. pay the remuneration for the services rendered within the deadlines specified in the Order.
2. The Contractor is obliged to:
   1. provide a means of transport appropriate for the type of goods, fully operational and meeting the conditions for transporting the goods, equipped with appropriate elements securing the transported goods,
   2. maintain constant contact with the Principal,
   3. provide information on the current location of the means of transport upon request by the Principal,
   4. comply with all Principal’s recommendations, especially those resulting from the specification of the transported goods,
   5. in the event of doubts about the quantity, quality or type of cargo accepted for transportation or the occurrence of other circumstances of significant importance for the execution of the Order, the Contractor is obliged to immediately notify the Ordering Party of this fact and make a relevant note on the document accompanying the transported cargo (waybill, CMR, KPO or KPOK or other).
   6. promptly inform the Principal of events that may affect the timeliness and quality of the executed Order, including at the place of loading, unloading or arrival at any place on the route of transportation,
   7. comply with all requirements and instructions specified by the Principal, in particular those specified in the Order, as well as prohibitions and orders and requirements to maintain appropriate conditions for the transportation of cargo,
   8. to comply with all applicable laws and regulations relevant to the Order, including those pertaining to the means of transportation executing the Order for transportation, the driver executing the Order, the cargo indicated in the Order, including any regulations regarding drivers’ working hours, any regulations regarding the safety of cargo transportation and the conditions of cargo transportation, and, if required, the conditions of waste transportation.

§ 5 [Obligations and Procedures for Waste Transport Orders] [Obowiązki oraz postępowanie w przypadku zlecenia transportu odpadów]

1. The Contractor undertakes to comply with environmental protection regulations and provide the Principal with documentation regarding the transported waste as mentioned below.
2. In the case of waste transport, the Contractor declares that they are registered in the register of entities introducing products, products in packaging, and managing waste, referred to in Article 49 paragraph 1 of the Act of December 14, 2012, on waste (consolidated text Journal of Laws 2018, item 992) as an entity authorized to: conduct waste transport activities. The entry entitles the Contractor to transport waste listed in the above register throughout the country. The Contractor shall immediately inform the Principal of any changes to the above entry in the register, including its withdrawal.
3. In the case of domestic waste transport, the Contractor should transport the waste along with a document confirming the type of transported waste and the details of the Principal.
4. The document referred to in paragraph 1 is the waste transfer card (KPO) or municipal waste transfer card (KPOK), generated in the BDO system.
5. In the case of transboundary waste transport, the Contractor shall each time carry with the shipment a transport document compliant with the requirements resulting from Article 18 of Regulation (EC) No 1013/2006.
6. If the documents referred to in paragraph 4 or paragraph 5 above are not received from the entity from which the load is being collected for transport, the Contractor has the right to refuse acceptance of the load until the appropriate documents are obtained from the entity from which the waste is accepted for loading.
7. Upon loading the waste, the Contractor verifies the compliance of the waste with the Agreement and is responsible for the correct transportation of the waste in accordance with Regulation (EC) No 1013/2006.
8. The Contractor is obliged to perform the service in accordance with the Regulation of the Minister of Environment of October 7, 2016, on detailed requirements for the transport of waste.

§ 6 [Remuneration] [Wynagrodzenie]

1. The price agreed upon at the time of accepting the Order for execution is final and includes all costs related to the execution of the Order.
2. After the service is rendered, the Contractor shall issue the appropriate VAT invoice and, together with the necessary documents, i.e., a complete set of original documents confirming the execution of the order (confirmed with a stamp and signature by the recipient: domestic or CMR consignment note, and WZ or loading specification or appropriate KPO or KPOK or other documents accompanying the cargo), and send them electronically to the email address faktury.nicrometal@grupanicro.com or by traditional mail to the address specified in § 1 paragraph 1 of the GTCC within 7 days from the date of completing the transport.
3. The Principal authorizes the Contractor to issue an invoice for the transport service, on which the order number, to which it pertains, the freight amount in PLN or – if it was agreed in EUR – the net amount in EUR + VAT amount converted to PLN according to the NBP exchange rate on the day preceding the unloading, must be provided. An incorrectly issued invoice will be returned to the Contractor without booking, which will result in an extension of the payment term by another 30 days.
4. The payment form is a bank transfer to the Contractor’s bank account indicated on the VAT invoice by the Contractor.
5. The date of payment of the remuneration for the execution of the Order is considered the day the Principal’s bank account is debited with the amount of this remuneration due to the Contractor.
6. The payment term is calculated from the date of receipt of the invoice along with the required originals of documents as specified in paragraph 2 above. The absence of the aforementioned documents will result in withholding payment until the documentation is supplemented. The deadline for delivering confirmed delivery documents along with the invoice (for the previous month) is the 10th day of the month following the month of executing the order.
7. The Principal is entitled to offset contractual penalties or other receivables, including damages, resulting from a separate transport contract, from the remuneration due to the Contractor for the execution of the Order.
8. The Contractor’s receivables will be payable by transfer to the bank account indicated on the invoice, disclosed on the so-called white list of VAT taxpayers. In the case of indicating another bank account, the Principal has the right to withhold payment, and the Contractor will not be entitled to statutory interest for this reason.
9. The Principal will make payments through the so-called split-payment.

§ 7 [Liability and Penalties] [Liability and Penalties]

1. The Contractor is liable for non-performance or improper performance of the Order, as well as for any damages arising in connection with this, under the general principles specified in applicable law.
2. For late positioning of the vehicle for loading, the Principal may charge the Contractor a penalty of 100 EUR (international transport) or 100 PLN (domestic transport) for each day of delay. For not taking the load, the charge will be equal to the freight rate specified in the order.
3. In the case of any problems, discrepancies, or risk of failing to meet any of the order conditions, the Contractor is obliged to immediately inform the Principal. Failure to inform about delays or damage or discrepancies in the goods may result in a reduction of the freight rate by 25%.
4. The Contractor is obliged to inform the Principal of any changes in the means of transport immediately, but no later than at the time of making this change. Failure to inform the Principal will result in a contractual penalty of:
   1. 100 PLN for domestic transport,
   2. 100 EUR for international transport.
5. The stipulated contractual penalties do not exclude the Principal’s right to seek claims under general principles.

§ 8 [Data Protection] [Ochrona danych osobowych]

1. n connection with the execution of the Order, the Parties jointly declare that each of them, within the scope resulting from their business activities, is the administrator of personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), hereinafter referred to as GDPR, including with regard to the personal data of natural persons representing the other Party and natural persons indicated by that entity as contact persons and other persons responsible for executing the Order.
2. Each Party declares that it meets the GDPR requirements and has appropriate procedures guaranteeing the proper fulfillment of obligations under the GDPR.
3. Each Party undertakes to fully protect data in accordance with the GDPR requirements.
4. The Parties inform that the legal basis for processing personal data is:
   1. Article 6(1)(b) of the GDPR – contractual requirements, i.e., the need to have data for the execution of the Order,
   2. Article 6 (1)(c) of the GDPR – statutory requirements, i.e., the need for the Parties to fulfill legal obligations resulting from law,
   3. Article 6 (1)(f) of the GDPR – the necessity to realize the legitimate interests of the Parties.
5. The personal data referred to in paragraph 1 will not be transferred to third parties, however, in accordance with applicable law, the Parties may transfer data to entities processing them on behalf of the Parties, e.g., based on data processing agreements to IT service providers, auditors, advisors, and under applicable law to entities entitled to obtain data, e.g., courts or law enforcement authorities – only when they request personal data and indicate the legal basis for their request.
6. The personal data referred to in paragraph 1 will not be transferred to a third country or an international organization within the meaning of the GDPR.
7. The personal data referred to in paragraph 1 will be processed for 5 years from the end of the calendar year in which the Order is completed, unless a longer processing period is necessary, e.g., due to archiving obligations, claims enforcement, or other requirements under applicable law.
8. Persons referred to in paragraph 1 have the right to request from the Party, which is the data controller, access to their personal data, their rectification, deletion, or restriction of processing, or to object to their processing, as well as the right to data portability. These rights will be exercised by the Party, which is the data controller, within the limits of applicable law.
9. Persons referred to in paragraph 1 have the right to lodge a complaint with the supervisory authority competent for their place of residence or the alleged violation of data protection regulations.
10. The provision of personal data referred to in paragraph 1 was required to conclude this Agreement. The request for deletion or restriction of personal data processing by the above-described natural person results in the obligation of the Party that provided this personal data to immediately indicate another person in their place.
11. Based on the personal data referred to in paragraph 1, neither Party will make automated decisions, including those resulting from profiling within the meaning of the GDPR.
12. If one Party provides the other Party with personal data of persons related to that Party in connection with the execution of this Agreement, particularly employees, proxies, board members, directors, contractors, and other persons not concluding the Order, the Party that provided the data is obliged to inform these persons on behalf of the Party to whom the data was provided:
    1. of the scope of personal data concerning these persons and provided to the given Party,
    2. that the Party to whom the data was provided is the data controller and processes their personal data under the conditions specified above,
    3. of the content of this paragraph.

§ 9 [Assignment] [Cesja]

The Contractor is not entitled to transfer (assign) any claims against the Principal resulting from the transport order, including the sale of claims for payment of remuneration or its part to third parties.

§ 10 [Confidentiality] [Poufność]

1. Each Party undertakes to keep Confidential Information confidential, in particular, not to disclose it to third parties.
2. For the purposes of the GTCC, “Confidential Information” means:
   1. the Order and the terms, rights, and obligations of the Parties specified therein,
   2. any information or data concerning prices, matters, plans, contractors, employees, business activities, or ventures of the Party, provided to the other Party orally, in writing, or otherwise in connection with the execution of the Order,
   3. any information, discussions, or negotiations conducted between the representatives of the Parties in connection with the conclusion and execution of the Order,
   4. any information or data constituting a business secret or trade secret within the meaning of the Act of April 16, 1993, on combating unfair competition, including information about the conclusion and execution of the Order,
3. The Parties undertake that they will not use Confidential Information obtained in connection with the execution of the Order for purposes other than directly related to the execution of its provisions.
4. The Parties undertake not to disclose Confidential Information to third parties, except for:
   1. members of the management staff of the Parties,
   2. employees of the Parties and other persons involved in any way in the execution of the Order.
5. The Parties undertake to acquaint the persons mentioned in paragraph 4 with the applicable confidentiality rules and are responsible for compliance with these confidentiality rules by these persons. If these persons disclose Confidential Information, the Parties are responsible for their actions as for their own.
6. Confidentiality does not cover information:
   1. made public by the Party to which it pertains,
   2. which must be disclosed by law.
7. Confidential Information may be disclosed to third parties who are obligated to maintain professional secrecy, involved in the preparation and execution of the Order.

§ 11. [Postanowienia końcowe]

1. In the event of any disputes arising between the parties in connection with the execution of transport contracts and single transport orders, the competent court for resolving them shall be the common court competent for the seat of the Principal, and disputes shall be resolved based on Polish law.
2. These GTCC are effective from December 1, 2021.