Transport contracts under Polish law

Transport contracts under Polish law are often concluded quickly – through a freight exchange, by e-mail or on the basis of a one-page transport order sent minutes before loading. For a foreign company commissioning transport or forwarding services from a Polish contractor, such a document determines who is liable for the cargo, when and how the freight is paid, what penalties apply and which court will hear a dispute. We review, draft and negotiate transport orders, carriage contracts and forwarding agreements so that foreign principals know exactly what they are signing and their interests are properly secured.

Carriage or Forwarding – Why the Distinction Matters

Polish law distinguishes between a contract of carriage, under which the carrier undertakes to transport the goods, and a forwarding contract, under which the forwarder undertakes to organise the transport and related services. The distinction has practical consequences: it affects the scope of liability for the cargo, the limitation periods and the possibility of recourse within the subcontracting chain. In practice, many Polish companies act as both carriers and forwarders, and the wording of the order does not always reflect the actual role. Our review begins with determining the legal nature of the relationship and whether it matches the client’s expectations.

Key Clauses to Review in a Transport Order

In international road carriage, the CMR Convention applies mandatorily, and contractual provisions contrary to it are void. Within the limits set by the Convention and Polish law, however, the parties have considerable freedom. When reviewing contracts, we pay particular attention to:

• the scope of the carrier’s obligations, including loading, securing the cargo and route requirements,
• liability limits and the possibility of declaring the value of goods or a special interest in delivery,
• the scope and sum insured under the carrier’s liability insurance (OCP), including exclusions,
• subcontracting prohibitions and the requirement to perform the transport with the carrier’s own fleet,
• payment terms, conditions related to the delivery of original documents and the rules for set-off,
• contractual penalties for delay, failure to provide a vehicle or breach of non-circumvention clauses,
• the governing law and jurisdiction clause.

Contractual penalties are widely used in Polish transport orders. They may be claimed regardless of the actual damage, although a Polish court may reduce an excessive penalty. A foreign principal should therefore carefully assess both the penalties it may claim and those it may be exposed to.

Applicable Law, Jurisdiction and Payment Terms

Where the parties have not chosen the governing law, Regulation (EU) No 593/2008 (Rome I) contains special rules for contracts for the carriage of goods, which often lead to the application of the law of the country where the carrier has its habitual residence. For a foreign principal, this may mean an unexpected application of Polish law. The CMR Convention also contains its own rules on jurisdiction, which cannot be excluded by the contract. A clear choice of law and forum, consistent with the Convention, reduces uncertainty in the event of a dispute.

Payment terms are subject to the Polish Act on counteracting excessive delays in commercial transactions, which limits excessively long payment periods and grants creditors statutory interest and compensation for recovery costs. Well-drafted payment provisions protect against disputes over when the freight becomes due.

Verifying the Contractor and Regulatory Compliance

A good contract is only as reliable as the party that signs it. Cargo theft through identity fraud on freight exchanges, in which fraudsters impersonate real carriers, is a growing risk. We help clients establish verification procedures, including checking the contractor in public registers, confirming the validity of its Community licence and OCP insurance and verifying contact details through independent channels. We also advise on contractual obligations related to the EU Mobility Package, including cabotage limits, the posting of drivers and driving-time rules, and on obligations under the SENT monitoring system where sensitive goods are transported through Poland.

Our Transport Contract Services

Our support is tailored to foreign shippers, traders, manufacturers and forwarders cooperating with Polish carriers. We review individual orders on an ad hoc basis, prepare template transport orders and general terms of cooperation, negotiate framework agreements with key carriers and advise on the allocation of risk in multi-level subcontracting chains. We explain Polish legal concepts in clear English, highlight the clauses that require negotiation and propose alternative wording that the Polish contractor is likely to accept.

If your company commissions transport from Polish carriers or forwarders and wants to make sure its contracts protect its interests, Kopeć Zaborowski Adwokaci i Radcowie Prawni will help. Contact us to discuss your needs. See also our Contracts in Poland practice.

Bibliography

Convention on the Contract for the International Carriage of Goods by Road (CMR), Geneva, 19 May 1956.

Act of 15 November 1984 – Transport Law (Poland).

Act of 23 April 1964 – Civil Code (Poland), provisions on contractual penalties and the forwarding contract.

Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I).

Act of 8 March 2013 on counteracting excessive delays in commercial transactions (Poland).