In a transport company there is one person who concludes dozens of contracts every day. It is not the CEO or the lawyer. It is the dispatcher.
Every confirmed transport order (zlecenie) is a contract. Every contract can contain a penalty, extended liability or a payment term that freezes your cash for a quarter. The dispatcher has a few minutes to decide, because the next order is about to arrive and the load on the freight exchange will not wait.
The usual answer to this problem is: “let’s give the orders to a lawyer to review”. That does not work. A lawyer who has to read fifty orders a day becomes the bottleneck for the whole company. Within a week, either the loads go elsewhere or everyone starts going around the lawyer.
The better solution is simpler. A dispatcher does not need to know the law. They need to know which clauses should stop an order.
Three clauses that always mean stop
A list only works if it is short. A list with thirty items is not a list, it is a rulebook nobody reads. We suggest three items at which the dispatcher always stops the order. Each has a simple threshold you can check in a few seconds.
1. A penalty higher than the freight.
Threshold: the total of penalties for a single event exceeds the freight for that order.
Why here: a penalty higher than the freight takes away not just the profit on this run, but the margin from many others. And carrier’s liability insurance (OC przewoźnika) usually does not cover contractual penalties (kary umowne) 11PZU, general terms and conditions of road carrier’s liability insurance (OC przewoźnika drogowego) (opens in a new tab). Exclusion of contractual penalties.22ERGO Hestia, key information on carrier’s and freight forwarder’s liability insurance (opens in a new tab).. On top of that, in international carriage CMR caps compensation for delay at the amount of the carriage charges 3Art. 23(5)3Konwencja CMR (CMR Convention) (opens in a new tab): Art. 23(3) and (5).. A penalty above that limit is a sign that the client is trying to shift more onto you than the law provides for. More on this: A penalty written into the transport order.
2. Liability up to the full value of the goods.
Threshold: any clause that extends liability beyond CMR or the Polish Transport Law (Prawo przewozowe). Most often: “up to the full value of the goods”, “without limitation”, “CMR limits excluded”.
Why here: CMR limits liability to 8.33 SDR per kilogram of gross weight 3Art. 23(3). With a light, expensive load, the gap between the limit and the value of the goods can run to hundreds of thousands of zloty. Without an extra clause bought in your policy, you cover that gap yourself 244Trans.info, “Klauzula art. 24 CMR w OCP” (The Art. 24 CMR clause in carrier’s liability insurance) (opens in a new tab). Liability above the CMR limit without an extra clause..
3. A payment term over 60 days.
Threshold: a term longer than 60 days, or counted from anything other than delivery of the invoice, for example from receipt of the original documents.
Why here: between businesses, the term should as a rule not exceed 60 days from delivery of the invoice 5Art. 7(2)5Ustawa o przeciwdziałaniu nadmiernym opóźnieniom w transakcjach handlowych (Act on Counteracting Excessive Delays in Commercial Transactions) (opens in a new tab): Art. 7(2) and (2a).66ifirma.pl, “Ograniczanie zatorów płatniczych: zmiany w ustawie o terminach zapłaty” (Reducing payment gridlock: changes to the payment terms act) (opens in a new tab). An overview of the 60-day limit and of transactions with large businesses.. If a large company pays and a small or medium-sized one invoices, a longer term cannot be validly agreed 5Art. 7(2a). Even where the law allows an exception, 90 days means three months of fuel, road tolls and drivers’ wages that you finance on the client’s behalf.
These three clauses have one thing in common: each of them can turn a profitable run into a loss, and none needs a legal assessment to spot. You only have to compare two numbers or find one phrase.
What the dispatcher does at a stop
Stop does not mean “reject the order”. It means “do not confirm it as it stands”. The procedure has three steps:
- Send the order back with a ready-made change. For each of the three clauses the company has one replacement that the dispatcher pastes in without thinking. For example: “Contractual penalties in total up to the amount of the freight, only for delay caused by the carrier”. A reply with a change is a new offer, not acceptance of the order 7Art. 687Kodeks cywilny (Civil Code) (opens in a new tab): Art. 68 (a reply with changes as a new offer), Art. 385 § 1 and Art. 385⁴ (contract, standard terms and conflicting standard terms)..
- If the client does not agree, escalate. To one named person: a manager, the owner or a lawyer. That person decides whether the company takes the risk knowingly, for example because it is a strategic client.
- Record the decision. Client, clause, decision, who made it. After a quarter you will see which clients regularly send risky orders and how many of those orders there were.
Step 2 means the lawyer or owner deals with a few orders a week instead of fifty a day. That is the right place for their time.
The stop list works best together with the carrier’s own general terms and conditions (OWU). Your general terms neutralise the client’s conflicting general terms, and the list catches clauses written into the order itself, which general terms cannot eliminate 7Art. 385 § 1 and Art. 385⁴. We describe this in the second article: Your terms or the client's terms.
When to add a fourth item
Three items are the minimum for every company. Some companies need one or two more, depending on how they work:
- A ban on subcontracting under a penalty, if you use subcontractors.
- A ban on contacting the end client under a penalty, if you work for freight forwarders. These penalties are sometimes many times higher than the freight.
- The client setting off penalties against the freight, if you have already been through a dispute over a reduced invoice.
There is one rule for adding: an item goes on the list if it has already cost the company money once, or if it could cost more than a month’s margin from work for that client. Everything else stays off the list. A short list that dispatchers use protects you better than a long one they never open.
How we do it at Kepta
A list like this can become a company standard, not a note stuck to the monitor.
In Kepta your stop list becomes a standard in the platform. Orders and client contracts go into the Register. The dispatcher checks an order on the spot, without contacting a lawyer. Only what actually needs a decision goes to the lawyer. We confirm the scope of work before we start.
This article describes the law in general terms and is not legal advice on any specific matter. The thresholds on the stop list are a suggestion to adapt to your own company. The law is stated as at 12 October 2026.