Please read these Terms and Conditions and the Order Form carefully – they are legally binding. These Terms and Conditions apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
Careem: Careem Networks General Trading LLC
Contract: the contract between us for the sale and purchase of Goods in accordance with the Order Form and these Terms and Conditions.
Delivery Date: the date specified in the Order.
Delivery Location: the address for delivery of Goods as set out in the Order.
Goods: the goods (or any part of them) set out in the Order Form.
Order: Careem’s order for the Goods, as set out in Careem’s Order Form.
Order Form: the form provided separately that sets out the Order for Goods.
Specification: any specification for the Goods, including any related plans and drawings set out in the Order Form or, that we agree in writing.
Supplier/ You/ Your: the person or firm from whom Careem purchases the Goods.
The Order is an offer by Careem to buy the Goods in accordance with these Conditions. The Order is accepted when: the Supplier issues a written acceptance of the Order; or does anything consistent with fulfilling the Order, at which point the Contract comes into existence.
- The goods
You will ensure that:
- the Goods match their description and Specification; are of satisfactory quality and fit for any purpose held out by You or made known to You by Careem expressly or by implication – Careem is relying on Your skill and judgement to ensure manufactured products are free from defects in design, material and workmanship and comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
- at all times, You have and maintain all the licences, permissions, authorisations, consents and permits that it needs to carry out Your obligations under the Contract.
Careem may inspect and test the Goods at any time before delivery. You will remain fully responsible for the Goods despite any such inspection or testing. An inspection or testing does not reduce or otherwise affect Your obligations under the Contract. If following testing or inspection Careem considers that the Goods do not comply with 3.1, You will do whatever is needed to ensure compliance. Further tests may be carried out.
You shall ensure that: the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered. If You require Careem to return any packaging material to You, it must be clearly stated on the delivery note. Any such packaging material shall be returned to You at Your cost.
You shall deliver the Goods: on the Delivery Date; at the Delivery Location; and during Careem’s normal business hours, or as instructed by Careem.
Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.
If You: (i) deliver less than 95% of the quantity of Goods ordered, Careem at its sole discretion may accept the Goods, pro rata or choose to reject the Goods; or (ii) deliver more than 105% of the quantity of Goods ordered, Careem may at its discretion reject the Goods or the excess Goods and any rejected Goods shall be returnable at Your risk and expense. If You deliver more or less than the quantity of Goods ordered, and Careem accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.
You shall not deliver the Goods in instalments without Careem’s prior written consent. Where it is agreed that the Goods are to be delivered by instalments, they may be invoiced and paid for separately. However, failure by You to deliver any one instalment on time or at all, or any defect in an instalment shall entitle Careem to the remedies below.
- Problem Orders
If the Goods are not delivered on the Delivery Date, or in the condition or quantity or as otherwise agreed then Careem can: terminate the Contract; reject the Goods (in whole or in part) and return them to You at Your own risk and expense; require You to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); refuse to accept any subsequent delivery of the Goods which You attempt to make; recover from You any costs incurred by Careem in obtaining substitute goods from a third party; and claim damages for any other costs, loss or expenses incurred by Careem which are in any way attributable to Your failure to carry out your obligations under the Contract.
These Conditions shall apply to any repaired or replacement Goods supplied by You. Careem’s rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law.
- Title and risk
Title and risk in the Goods shall pass to Careem on completion of delivery.
- Price and payment
The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Your published price list in force as at the date the Contract came into existence.
The price of the Goods: excludes amounts in respect of value added tax (VAT), which Careem shall additionally be liable to pay to You at the prevailing rate, subject to the receipt of a valid tax invoice; and includes the costs of packaging, insurance and carriage of the Goods.
No extra charges shall be effective unless agreed in writing with Careem.
You may invoice Careem for price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. You shall ensure that the invoice includes the date of the Order, the invoice number, Your VAT registration number and any supporting documents that Careem may reasonably require.
Careem shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by You.
Careem may, at any time, set off any liability of the Supplier to Careem against any liability of Careem to the Supplier, whether such liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. Any exercise by Careem of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.
- Careem Materials
You acknowledge that all materials, equipment and tools, drawings, Specifications, and data supplied by Careem to You (Careem Materials) and all rights in Careem Materials are and shall remain the exclusive property of Careem. You shall keep Careem Materials in safe custody at its own risk, maintain them in good condition until returned to Careem and not dispose or use the same other than in accordance with Careem’s written instructions or authorisation.
You shall indemnify Careem against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Careem as a result of or in connection with:
- any claim made against Careem for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the manufacture, supply or use of the Goods, to the extent that the claim is attributable to Your acts or omissions, or those of your employees, agents or subcontractors;
- any claim made against Careem by a third party for death, personal injury or damage to property arising out of or in connection with defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and
- any claim made against Careem by a third party arising out of or in connection with the supply of the Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by You, its employees, agents or subcontractors.
This clause 9 shall survive termination of the Contract.
You shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Careem’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.
Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted below.
Each party may disclose the other party’s confidential information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 10; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.]
- Compliance with relevant laws and policies
In performing its obligations under the Contract, You shall comply with all applicable laws, statutes, regulations and codes from time to time in force; and Careem policies made known to you. Careem may immediately terminate the Contract for any breach of this clause.
Careem may terminate the Contract in whole or in part at any time before delivery of the Goods with immediate effect by giving You written notice, whereupon You shall discontinue all work on the Contract. Careem will pay You fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.
Without limiting its other rights or remedies, Careem may terminate the Contract with immediate effect by giving written notice to You if:
- You commit a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 3 working days of that party being notified in writing to do so;
- You have, or are reasonably likely to have, an insolvency event or similar event
- You suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;
Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
- Force majeure
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate the Contract by giving 30 days’ written notice to the affected party.
Entire Agreement: This Agreement (and any document referred to in it) constitutes the entire agreement of the Parties relating to the supply of Goods.
Amendment: Any modifications or amendments to this agreement must be in writing and signed by both Parties.
Right to Assign: You may not assign, subcontract, transfer or deal in any way with its rights or obligations under this Agreement without consent. If Careem consents You shall remain responsible for all the acts and omissions of its subcontractors as if they were its own
Change in Control: You will promptly notify Careem if it undergoes or is likely to undergo a change in control. Upon receipt of notice under this Clause, and for a further 90 days afterwards, Careem will be free, at its sole election, to terminate this Agreement without any consequences whatsoever.
Waivers: Any waiver by a Party of any right under this Agreement must be given in writing.
Severability and Illegality: If any provision of this Agreement is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction then the rest of this Agreement shall still remain in full force and effect. Where foregoing applies, the Parties shall co-operate to promptly amend or replace the affected provision with a new provision that achieves a legal result that is as similar as possible.
Relationship between the Parties: we are and shall remain independent parties. Nothing in this Agreement shall be construed to make either Party an agent, employee, franchisee, joint venture or legal representative of the other Party. Neither Party shall have, or represent itself to have, any authority to bind the other Party or act on its behalf.
Rights of Third Parties: This Agreement does not create any rights which are enforceable by any person who is not a Party to this Agreement.
Notices: Any notice or other communication given under or in connection with this Agreement must be in writing. Any notice or communication which is not delivered on a Business Day, or which is delivered after 5pm (local time of the recipient) on a Business Day shall be deemed to have been delivered on the next Business Day.
Governing Language: This Agreement is drawn up in the English language and the English language version of this Agreement shall always prevail over any translation.
Cumulative Rights: Unless otherwise stated, the rights and remedies of a Party under this Agreement do not exclude any other right or remedy provided by Applicable Law.