The introduction of the National e-Invoicing System (KSeF) changes not so much the substance of freight forwarding services as the document circulation practices that have long formed the basis of settlements in the transport industry. For forwarders, the consequences are direct: the VAT invoice ceases to function as a paper document in the traditional sense of an “original,” gaining the status of an electronically registered document, while the “complete transport documentation” remains largely a paper-based operational set (CMR, delivery confirmations, ADR documents, temperature printouts, etc.). As a result, contractual terms linking the payment deadline to the “receipt of a correctly issued invoice together with documentation” must now be clarified in greater detail.

What changes in practice and what problems arise

First, once KSeF becomes mandatory, the “original invoice” loses its previous meaning—the original is now the invoice registered in KSeF (with a system ID). This means that the moment of “receiving the invoice” no longer has to be associated with the delivery of a paper document, but rather with the document’s availability in the system and the transfer of the KSeF identification number (ID) to the other party.

Second, many operational elements of transport settlements (CMR, reports, customs documents, temperature records) remain physical and are generated outside KSeF. Therefore, a clause linking the payment date to the “receipt of the invoice and full transport documentation” requires clarification as to who confirms the completeness of documents, how this is done, and what the consequences are if any element is missing.

Typical issues arise in practical scenarios: an invoice registered in KSeF but lacking the consignee’s signature on the CMR; an invoice issued but registered in KSeF with delay due to technical reasons; disputed cargo condition upon delivery and delayed reporting of objections. Without precise provisions, the parties risk disputes over when the payment term begins and whether the ordering party is entitled to withhold payment due to missing or defective documents.

How to draft payment terms with KSeF in mind

Below are several principles and example clauses worth including in framework agreements and transport orders:

• Clear distinction of terms
  Define in the agreement what is meant by a “properly issued VAT invoice” (e.g., an invoice registered in KSeF with a KSeF ID) and “complete transport documentation” (list of documents: CMR, delivery report, customs documents, ADR evidence, temperature printouts, etc.).
• Moment of invoice receipt
  Introduce a rule recognizing the invoice as received when the KSeF ID is provided to the ordering party and the invoice content is made available in the system—or, if KSeF was not used due to reasons attributable to the issuer, upon delivery of the paper original or a scanned copy confirmed by the recipient.
  Example clause:
  “The payment term for the execution of the Order shall be calculated from the date the Ordering Party receives a properly issued VAT invoice. A properly issued invoice shall be deemed to be an invoice registered in KSeF (having a KSeF ID) and made available to the Ordering Party; if registration in KSeF is not possible due to technical reasons attributable to the Issuer, a proper invoice shall also mean a paper original or a scanned copy confirmed in accordance with this agreement.”
• Condition of documentation delivery
  Specify that full transport documentation must be delivered in a form and within a timeframe enabling settlement (e.g., CMR scan within 48 hours of unloading, original CMR within 14 days). In the KSeF context, it is advisable to treat the invoice and documentation jointly:
  “The payment term shall commence on the day the Ordering Party receives both the properly registered invoice (KSeF ID) and the complete set of transport documents made available in electronic or paper form.”
• Fallback procedures and evidence
  Establish alternative procedures: what to do if KSeF registration fails (e.g., email confirmation with attached scan and accounting note), and how delivery is documented (acknowledgements of receipt, reports, TMS systems). Specify that missing documentation entitles the Ordering Party to suspend the payment term until delivery—while setting a clear maximum time limit to avoid indefinite delays.
• Sanctions and liability for delays in documentation
  Instead of automatic high penalties, it is better to provide proportional sanctions and a corrective procedure: warning → correction → statutory late-payment interest commonly applied in commercial transactions. Introduce an obligation to remedy damage and allow set-offs only after prior notice and a deadline for completing the documentation.

Operational recommendations for forwarders and ordering parties

• Regulate KSeF explicitly in framework agreements: define “invoice receipt” as the availability of the KSeF ID and clarify alternatives and contingency procedures.
• To secure the financial process, introduce clear deadlines for sending scans and originals of transport documents, along with automatic receipt confirmations generated by the system.
• Integrate TMS with KSeF or establish a manual procedure: linking the KSeF invoice with the order/CMR number facilitates immediate recognition of document completeness by accounting teams.
• Implement document quality control procedures: who receives scans, who verifies completeness, and what data is mandatory (e.g., KSeF number, consignee signature on CMR, unloading date).
• To mitigate technical downtime risks, clearly define which party bears the risk of failure to register in KSeF and the resulting financial consequences.

Summary

KSeF is intended to simplify and standardize invoicing processes, but it requires a redesign of contractual provisions and operational procedures.

In transport, three elements are key:

1. precise definition of what “receipt of invoice” means in the context of KSeF,
2. clear requirements regarding the timing and form of transport documentation delivery, and
3. fallback and evidentiary mechanisms in case of technical issues.

Well-drafted provisions correlating the KSeF ID with the complete set of transport documents will protect both parties and reduce disputes over when the payment term begins.

Author: Ewa Sławińska-Ziaja
Legal Counsel at Trans Lawyers

www.translawyers.eu