Please read these Conditions (defined below) carefully – they are legally binding. These 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.
1. DEFINITIONS
Acceptance of Goods: acceptance of Goods by Careem in accordance with clause 5.1.
Applicable Law: all national, state, local, municipal legislation, regulations, statutes, by-laws, consents and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to or connected with supply of the Good contemplated under this Contract.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in Dubai, United Arab Emirates are open for business.
Careem: Careem Networks General Trading LLC.
Collection Period: the period of time set out in Supplier Enrolment Form. Collection Period shall be calculated from the date Careem issues a notification of rejection of Goods pursuant to clause 5.2 or clause 5.3.
Commencement Date: the date set out in the Supplier Enrolment Form.
Conditions: these terms and conditions.
Contract: the contract between You and Careem for the sale and purchase of Goods in accordance with these Conditions, the Supplier Enrolment Form and each Order.
Delivery: delivery of an Order completed in accordance with clause 4.2.
Delivery Date: the date specified for Delivery of an Order as set out in the Order.
Delivery Location: the address specified for Delivery of each Order as set out in the Supplier Enrolment Form and/or the Order.
Early Payment Discount: the discount granted to Careem pursuant to clause 7.4.
End Date: the date set out in the Supplier Enrolment Form.
Fixed Rebate: the rebate meant in clause 9.2 and as specified in more detail in the Supplier Enrolment Form.
Goods: the goods (or any part of them) set out in the Order.
Long Shelf-Life Products: products the shelf-life of which is more than 90 days, and non-food products.
Marketing Budget: the marketing budget meant in clause 9.3 and specified in more detail in the Supplier Enrolment Form.
Order: Careem’s order for the Goods submitted by Careem in accordance with clause 2.
Overstock Goods: surplus Goods as defined in more detail in clause 8 and the Supplier Enrolment Form.
Party: You and Careem individually, and Parties means You and Careem collectively.
Price: the price of Goods as set out in the Supplier Enrolment Form as may be amended from time to time pursuant to clause 7.5.
Progressive Rebate: the rebate meant in clause 9.1 and as specified in more detail in the Supplier Enrolment Form.
Specification: any specification for the Goods set out in the Supplier Enrolment Form and/or the Order or that You and Careem agree in writing.
Supplier/You/Your: the person or firm from whom Careem purchases the Goods as set out in the Supplier Enrolment Form.
Supplier Enrolment Form: Careem’s supplier enrolment form provided separately.
Term: the term of this Contract as defined in clause 13.1.
VAT: applicable value added, consumption, goods and services sales and similar taxes.
2. ORDERS
2.1 During the Term, You shall supply, and Careem shall purchase, such quantities of Goods as Careem may order in accordance with the terms and conditions of this Contract.
2.2 An Order is an offer by Careem to buy the Goods in accordance with these Conditions. The Order is accepted when You issue a written acceptance of the Order.
2.3 Careem may cancel an Order in whole or in part at any time before Delivery of the respective Order by giving You written notice, whereupon You shall discontinue fulfilment of the respective Order to the extent the Order is cancelled.
3. GOODS
3.1 You will pack and supply the Goods in accordance with all generally accepted and applicable industry standards and practices and Applicable Law.
3.2 You will ensure that the Good supplied under this Contract:
- 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;
- are fit for human consumption (where applicable);
- are free from any defect making their quality unsatisfactory, which would not be apparent on reasonable examination of the Goods;
- have been stored and packaged in accordance with manufacturer’s requirements at all times prior to Delivery; and
- comply with all Applicable Laws and generally accepted and applicable industry standards and practices relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.3 You shall at all times during the Term of this Contract ensure that You have obtained and will maintain all the licences, permissions, authorisations, consents and permits that you need to supply the Goods and carry out Your obligations under the Contract.
3.4 Careem may inspect and/or test the Goods at any time before Delivery. You will remain fully responsible for the Goods despite any such inspection or testing. Such 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 this clause 3, You will do whatever is needed to ensure compliance. Further tests may be carried out.
4. DELIVERY
4.1 You will deliver each Order to the Delivery Location on the Delivery Date and during Careem’s normal business hours, or as instructed by Careem. You will deliver the quantity of Goods set out in the respective Order.
4.2 Each delivery of an Order shall be considered complete on the safe completion of unloading of the Goods by the Supplier at the Delivery Location (the “Delivery”).
4.3 You will ensure that:
- the Goods are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition;
- the Good are handled during transportation and unloading in such a manner as not to cause damage to the Goods; and
- each Delivery of 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 respective Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.4 If You require Careem to return any packaging material to You, it must be clearly stated on the delivery note accompanying the relevant Order, and any such returns shall be at Your cost.
4.5 If You expect that You will deliver an Order late, You will notify Careem promptly upon becoming aware of such delay. Careem may at its sole discretion (i) agree on a revised Delivery Date; or (ii) decide not to agree on a revised Delivery Date, in which case the Order will be considered cancelled and the provisions of clause 5.3 will become applicable.
4.6 If You expect that You will deliver less or more than the quantity of Goods ordered, You will notify Careem promptly upon becoming aware of such discrepancy in the quantity. Careem may at its sole discretion (i) agree on a revised quantity of Goods; or (ii) decide not to agree on the revised quantity of Goods, in which case the Order will be considered cancelled and the provisions of clause 5.3 will become applicable.
4.7 You shall not deliver an Order in instalments without Careem’s prior written consent. Where it is agreed that an Order is to be delivered by instalments, each such instalment may be invoiced and paid for separately.
5. ACCEPTANCE OF DELIVERIES, DEFECTIVE GOODS
5.1 Careem will not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following Delivery (“Acceptance of Goods”).
5.2 If You:
- deliver less than the quantity of Goods ordered or the revised quantity agreed pursuant to clause 4.6 (as applicable), Careem at its sole discretion may accept the Goods or choose to reject the Goods; or
- deliver more than the quantity of Goods ordered or the revised quantity agreed pursuant to clause 4.6 (as applicable), Careem may at its discretion reject the excess Goods,
and, in case of rejection of Goods, give you a notification requiring You to collect such rejected Goods at Your own risk and expense within the Collection Period. Where Careem accepts such delivery, a pro rata adjustment will be made to the invoice for the Goods.
5.3 If an Order is not delivered on the Delivery Date (or the revised Delivery Date agreed pursuant to clause 4.5 (as applicable)), or if any Goods delivered to Careem do not comply with clause 3.2 or are otherwise not in conformity with the terms of this Contract, then Careem may reject the Goods (in whole or in part) and give you a notification requiring You to collect such Goods at Your own risk and expense within the Collection Period and:
- require You to promptly replace the rejected Goods at Your risk and expense; or
- require You to provide a full refund of the price of the rejected Goods (if paid) within 7 calendar days from Careem notifying You of the rejection of the Goods, or make a pro rata adjustment to the relevant invoice for the Goods (as applicable); and
- recover from You any costs and expenses incurred by Careem in obtaining obtain substitute goods from another supplier; 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.
5.4 If You fail to collect rejected Goods within the Collection Period, Careem will have the right to dispose of said Goods upon its sole discretion.
5.5 If at any time after Acceptance of Goods Careem discovers latent defects in the Goods, which defects were not reasonably discoverable by inspection meant in clause 5.1, Careem may revoke its acceptance of such Goods by giving a written notice to You and disclosing the nature of such defects as soon as reasonably practicable after discovering such defects, and the provisions of clause 5.3 and clause 5.4 will apply.
5.6 These Conditions shall apply to any replacement Goods supplied by You.
5.7 Careem’s rights and remedies under these Conditions are in addition to its rights and remedies implied by Applicable Law.
6. TITLE AND RISK
Title and risk in the Goods delivered shall pass to Careem on Delivery.
7. PRICE AND TERMS OF PAYMENT
7.1 The Price of the Goods will be the Price set out in the Supplier Enrolment Form (as may be amended from time to time pursuant to clause 7.5), or, if no price is quoted, the price set out in Your published price list in force as at the Commencement Date.
7.2 The Price of the Goods excludes amounts in respect of VAT, which Careem shall additionally be liable to pay to You at the prevailing rate, subject to the receipt of a valid VAT invoice.
7.3 The Price of the Goods includes the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing with Careem.
7.4 Careem shall be entitled to an early payment discount for prompt payment as set out in the Supplier Enrolment Form (“Early Payment Discount”), and upon such payment by Careem You will issue a credit note to Careem equal to the Early Payment Discount. Careem will be entitled to apply the amount specified in such credit note against any amount payable by Careem under any invoice or statement of account Careem may receive from You.
7.5 Where you wish to increase the Price of the Goods, such increase shall be notified to Careem in writing at least 30 calendar days before the intended price increase. Such new Price shall be applicable on Orders of the Goods placed by Careem following the expiry of said notice period.
7.6 You may invoice Careem for each Order on or at any time after 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. Where agreed on the Supplier Enrolment Form, You will consolidate all invoices that You have the right to issue to Careem within a calendar month into a statement of account and issue such statement of account to Careem after the end of each respective calendar month.
7.7 Careem shall pay correctly rendered invoices or invoices included in a statement of account (as applicable) within the payment period set out in the Supplier Enrolment Form. Payment shall be made to the bank account nominated in writing by You, provided that such bank account will be in Your name in the country where this Contract is being performed or where You have established or maintain Your principal place of business.
7.8 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 Contract. 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 Contract or otherwise.
7.9 If Careem disputes any invoice or statement of account, Careem shall immediately notify You in writing. The Parties shall negotiate in good faith to attempt to resolve the dispute promptly. You shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 7.7.
8. OVERSTOCK GOODS
8.1 Careem will have the right to return to You Goods subject to the provisions agreed in the Supplier Enrolment Form (“Overstock Goods”).
8.2 You will collect such Overstock Goods at Your own risk and expense upon receiving a notification from Careem requiring You to collect such Overstock Goods, and upon completion of such collection, You will issue a credit note to Careem equal to the Price of the respective Goods paid to You by Careem. Careem will be entitled to apply the amount specified in such credit note against any amount payable by Careem under any future invoice or statement of account Careem may receive from You.
8.3 Title and risk in the Overstock Goods shall pass to You on collection.
8.4 If You fail to collect the Overstock Goods within the time set out in the Supplier Enrolment Form, Careem will have the right to dispose of said Overstock Goods in its sole discretion.
9. REBATES
9.1 PROGRESSIVE REBATE: You will provide a rebate to Careem of an amount equal to the percentage of the total cumulative value (before applying any rebates or credit notes) that You have the right to invoice to Careem in accordance with this Contract for the Goods supplied during the Term, subject to the conditions for such Progressive Rebate (including but not limited to, said percentage, time of payment and payment method) as set out in the Supplier Enrolment Form.
9.2 FIXED REBATE: Additionally, You will provide a rebate to Careem of an amount equal to the percentage of the value (before applying any rebates or credit notes) that You have the right to invoice to Careem in accordance with this Contract for the Goods supplied, subject to the conditions for such Fixed Rebate (including but not limited to, said percentage, frequency of payment and payment method) as set out in the Supplier Enrolment Form.
9.3 MARKETING BUDGET: You and Careem may agree on a marketing budget (the “Marketing Budget”) as set out in more detail in the Supplier Enrolment Form.
9.4 Where a rebate is payable by credit note pursuant to the Supplier Enrolment Form, Careem will be entitled to apply the amount specified in such credit note against any amount payable by Careem under any future invoice or statement of account Careem may receive from You.
10. INDEMNITY
10.1 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 professional and legal costs and expenses) suffered or incurred by Careem as a result of or in connection with:
- 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 (unless such defects are proven to be caused by Careem); and
- any claim made against Careem by a third party that the Goods infringe a third party’s intellectual property rights or which arises 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, Your employees, agents or subcontractors.
10.2 This clause 10 shall survive termination of the Contract.
11. INSURANCE
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 insurance certificates giving details of cover and the receipt for the current year’s premium in respect of each insurance.
12. CONFIDENTIALITY
12.1 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.
12.2 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 clause 12; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 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.
13. BUSINESS CONDUCT
13.1 COMPLIANCE OBLIGATION: You won’t take any action that would be in violation of, or would expose Careem to penalty or liability under, the applicable laws, regulations, and guidance (having the force of law).
13.2 ANTI-CORRUPTION OBLIGATION: During the Term of this Contract You: (i) will comply with all applicable anti-corruption laws; (ii) shall not directly or indirectly pay, offer, authorize, or promise any fee, commission, material remuneration, or any other thing of value to or for the benefit of any Public Official to corruptly influence an act or decision of such person in his or her official capacity, cause such person to act or fail to act in violation of his or her lawful duty, or cause such person to influence an act or decision of the government, for the purpose of assisting You to obtain or retain business or gain any improper advantage; and (iii) shall not otherwise engage in conduct that violates applicable anti-corruption laws or exposes Careem to liability under such laws. For purposes of this Contract, “Public Official” includes all employees of a government department or agency (including part-time workers and unpaid workers), any person “acting in an official capacity,” members of a royal family, political parties, party officials, candidates for political office, employees of public international organizations, officers, employees of public academic institutions and companies under government ownership or control, even if the companies are operated like privately owned corporations, or a close relative of any of the preceding.
13.3 NO PUBLIC OFFICIAL: Except as disclosed herein, You represent and warrant that (i) You are not a Public Official as this term is defined in this Contract or (ii) You have no personal, business relationship or association with a Public Official who is or will be in a position to directly or indirectly affect or influence the award of business or other advantages to Careem.
13.4 BOOKS AND RECORDS: You shall keep accurate and complete records of transactions related to the performance of this Contract, in accordance with generally accepted accounting principles and applicable laws. The content of these records should be sufficient to corroborate Your performance or that of any of Your sub-suppliers or agents in relation to this Contract. You shall make You books and records relating to this Contract available to Careem from time to time at its request.
14. TERM AND TERMINATION
14.1 This Contract shall commence on the Commencement Date and shall, subject to the provisions of this clause 14, remain in effect until the End Date at which time it shall terminate automatically (the “Term”).
14.2 Without limiting its other rights or remedies, Careem may terminate this 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 breach is remediable) fail to remedy that breach within 5 days of You 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; or
- Careem, in its sole discretion, reasonably believes that You have committed a violation of Applicable Law in relation to supply of Goods or breached your obligations under clause 13 of this Contract,
and such termination will be without any obligation to pay any losses incurred by You as a result of termination under this clause 14.2. Notwithstanding anything to the contrary contained in clause 14.4, Careem shall not be obliged to make any further payments to You under this Contract where Careem terminates this Contract pursuant to clause 14.2 (d).
14.3 The expiry or earlier termination of this Contract shall not automatically affect the validity of any Order submitted and accepted pursuant to clause 2.2 before the date of expiry or termination of this Contract, and the provisions of this Contract shall continue to apply to Your performance of such Order(s). Where Careem terminates this Contract pursuant to clause 14.2, Careem shall have the right, at its sole discretion, to cancel all submitted and accepted Order(s) that have not been delivered by notifying You of such cancellation in the termination notice meant in clause 14.2.
14.4 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.
14.5 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.
15. 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.
16. GENERAL
16.1 ENTIRE AGREEMENT: This Contract (and any document referred to in it) constitutes the entire agreement of the Parties relating to the subject matter of this Contract. If there is any conflict between any of the documents referred to herein, the order of precedence will be: (1) Supplier Enrolment Form; (2) these Terms and Conditions; (3) Careem’s Order(s); and (4) Your credit agreement (if applicable).
16.2 AMENDMENT: Careem may amend, add to, or delete any term or condition of these Conditions at its discretion at any time.
16.3 RIGHT TO ASSIGN: You may not assign, subcontract, transfer or deal in any way with its rights or obligations under this Contract without consent. If Careem consents, You shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.
16.4 CHANGE IN CONTROL: You will promptly notify Careem if You undergo or are 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 Contract without any consequences whatsoever.
16.5 WAIVERS: Any waiver by a Party of any right under this Contract must be given in writing.
16.6 SEVERABILITY AND ILLEGALITY: If any provision of this Contract is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction then the rest of this Contract shall still remain in full force and effect. Where foregoing applies, the Parties shall cooperate to promptly amend or replace the affected provision with a new provision that achieves a legal result that is as similar as possible.
16.7 RELATIONSHIP BETWEEN THE PARTIES: You and Careem are and shall remain independent parties. Nothing in this Contract 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 shall represent itself to have, any authority to bind the other Party or act on its behalf.
16.8 RIGHTS OF THIRD PARTIES: This Contract does not create any rights which are enforceable by any person who is not a Party to this Contract.
16.9 NOTICES: Any notice or other communication given under or in connection with this Contract 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.
16.10 GOVERNING LANGUAGE: This Contract is drawn up in the English language and the English language version of this Contract shall always prevail over any translation.
16.11 CUMULATIVE RIGHTS: Unless otherwise stated, the rights and remedies of a Party under this Contract do not exclude any other right or remedy provided by Applicable Law.
16.12 GOVERNING LAW: This Contract and any disputes, claims or controversies arising out of, relating to or in connection with the present Contract, including any question regarding its formation, existence, validity, enforceability, performance, interpretation, breach or termination shall be governed by and construed in accordance with the laws of the Emirate of Dubai and the applicable federal laws of the United Arab Emirates.
16.13 JURISDICTION: Each Party hereto irrevocably agrees that the onshore Dubai Courts shall have exclusive jurisdiction to finally settle any dispute or claim arising out of the formation, performance, interpretation, nullification, termination or invalidation of this Contract or arising therefrom or relating thereto in any manner whatsoever.
