Quik Private Label  – Terms & Conditions

As at 4 November 2025

These Conditions apply to the exclusion of any other terms that the Supplier may seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1. DEFINITIONS

Acceptance of Goods means acceptance of Goods by Careem in accordance with clause 5.1.

Applicable Law means 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 means a day (other than a Saturday, Sunday or public holiday) when banks in Dubai, United Arab Emirates are open for business.

Careem means Careem Networks General Trading LLC.

Careem IP means all Intellectual Property Rights that are acquired, created or owned by Careem or licensed by a third party to Careem for use prior to the commencement of this Contract or which come into existence after the commencement of this Contract outside the scope of Careem’s obligations under this Contract.

Careem Design has the meaning given to it in clause 8.1.

Collection Period means the period of time set out in Quik PL 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 means the date set out in the Quik PL Supplier Enrolment Form.

Conditions means these terms and conditions.

Contract means the contract between the Supplier and Careem for the sale and purchase of Goods in accordance with these Conditions, the Quik PL Supplier Enrolment Form and each Order.

Delivery means delivery of an Order completed in accordance with clause 4.2.

Delivery Date means the date specified for Delivery of the Goods as set out in the Order.

Delivery Location means the address specified for Delivery of each Order as set out in the Quik PL Supplier Enrolment Form and/or the Order.

End Date means the date set out in the Quik PL Supplier Enrolment Form.

Fixed Minimum Volume means a fixed volume of particular Goods set out in the Quik PL Supplier Enrolment Form which must be ordered by Careem and supplied by the Supplier in accordance with clause 2.5. 

Foreground Materials means the Intellectual Property Rights that arise, or are created or developed by either Party or are adapted from Careem’s Intellectual Property Rights in connection with this Contract and all items created through the performance of the Supplier’s and Careem’s obligations under this Contract.

Fixed Rebate has the meaning given to it in clause 10.

Good Industry Practice means the standard of care, skill, and diligence expected of a competent and experienced supplier in similar circumstances.

Goods means the goods (or any part of them) set out in the Order.

Intellectual Property Rights means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trademarks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.

Inspection Period means the period of time set out in Quik PL Supplier Enrolment Form.

Order means Careem’s order for the Goods submitted by Careem in accordance with clause 2.

Packaging means all materials, components and containers used to enclose, protect and identify the Goods. 

Party means the Supplier and Careem individually, and Parties means the Supplier and Careem collectively.

Price means the total cost price of Goods as set out in the Quik PL Supplier Enrolment Form, as may be amended from time to time pursuant to clause 7.4.

Quik PL Supplier Enrolment Form means Careem’s supplier enrolment form provided separately. 

Specification means any specification, including without limitation standards, quality specifications and preparation, packaging and labelling requirements, for the Goods set out in the Quik PL Supplier Enrolment Form and/or the Order or that the Supplier and Careem agree in writing. 

Supplier means the person or firm from whom Careem purchases the Goods as set out in the Quik PL Supplier Enrolment Form.

Term means the term of this Contract as defined in clause 16.1.

Territory means United Arab Emirates.

VAT means the applicable value added, consumption, goods and services sales and similar taxes.

2. ORDERS

2.1 During the Term, the Supplier 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 the Supplier issues 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 the Supplier written notice, whereupon the Supplier shall discontinue fulfilment of the respective Order to the extent the Order is cancelled and the provisions of clause 16.4.2  shall apply. 

2.4 Subject to clause 2.5:

2.4.1 Where Careem provides the Supplier with an estimated volume of Goods which may be required by Careem, such a volume is strictly an estimate only and may be revised from time to time; and

2.4.2 Careem does not guarantee that any minimum volume of Goods will be ordered during the Term or otherwise.

2.5 A Fixed Minimum Volume shall apply to any Goods only if column (5) of Schedule 1 of the Quik PL Supplier Enrolment Form is marked such that the ‘MOQ’ applies. Where a Fixed Minimum Volume is specified for any Goods:

2.5.1 Careem agrees to place Orders with the Supplier for at least the Fixed Volume of the Good during the Term; and 

2.5.2 the Supplier warrants that it has the capacity to supply, and agrees to supply, at least the Fixed Volume of the Goods to Careem. 

3. GOODS

3.1 The Supplier will ensure that the Goods manufactured, packed and supplied under this Contract:

3.1.1 match their description and Specification; 

3.1.2 are of satisfactory quality, and fit for sale, and any purpose held out by the Supplier or made known to the Supplier by Careem expressly or by implication; 

3.1.3 are fit for human consumption (where applicable);

3.1.4 are free from any defect making their quality unsatisfactory;

3.1.5 have been stored and packaged in accordance with Good Industry Practice at all times prior to Delivery; and

3.1.6 comply with all Applicable Laws and Good Industry Practice relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall at all times during the Term of this Contract ensure that The Supplier has obtained and will maintain all the licences, permissions, authorisations, consents and permits that the Supplier requires to supply the Goods in the Territory and carry out the Supplier’s \obligations under the Contract.

3.3 Careem may, or procure a third party to inspect and/or test the Goods at any time before Delivery.  The Supplier will remain fully responsible for the Goods despite any such inspection or testing.  Such inspection or testing does not reduce or otherwise affect the Supplier’s obligations under the Contract. If following testing or inspection Careem considers that the Goods do not comply with this clause 3, the Supplier will do whatever is needed to ensure compliance. 

4. DELIVERY 

4.1 The Supplier will deliver each Order to the Delivery Location on the Delivery Date, and during Careem’s normal business hours, or as instructed by Careem. The Supplier will deliver the quantity of Goods set out in the respective Order. The Supplier will provide Careem with all necessary documents, on a timely basis to enable Careem to receive the Goods at the Delivery Location on the Delivery Date.

4.2 The delivery of an Order is considered complete (“Delivery”) upon the occurrence of one of the following, as applicable: 

4.2.1 if the Delivery Term is by CIF: when the Goods are loaded onboard the vessel at the port of shipment. 

4.2.2 if the Delivery Term is by CIP: when the Goods are loaded onboard the aircraft at the airport of transport. 

4.2.3 If the Delivery Term is “as stated in the Order”: when the Goods are safely unloaded by the Supplier at the Delivery Location.

4.3 The Supplier will ensure that:

4.3.1 the Goods are properly packed and secured in such manner as to enable them to reach the Delivery Location in good condition;

4.3.2 the Goods are handled during transportation and unloading in such a manner as not to cause damage to the Goods; and

4.3.3 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 the Supplier requires Careem to return any packaging material to the Supplier, it must be clearly stated on the delivery note accompanying the relevant Order, and any such returns shall be at the Supplier’s cost.

4.5 If the Supplier expects that the Supplier will deliver an Order late, the Supplier 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 apply.

4.6 If the Supplier expects that it will deliver less or more than the quantity of Goods ordered, the Supplier 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 apply.

4.7 Each Order must be fulfilled in a single complete delivery, and partial or multiple deliveries against one Order shall not be accepted.

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 physically inspect them following Delivery in accordance with the “Inspection Period” stated in the Quik PL Supplier Enrolment Form  and provides written acceptance to the Supplier of the Goods (“Acceptance of Goods”).

5.2 If the Supplier delivers more or 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 (in whole or in part). If any part of the Goods are rejected, Careem will give the Supplier a notification requiring the Supplier to collect such rejected Goods at the Supplier’s 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 3.1 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 the Supplier a notification requiring the Supplier to collect such Goods at the Supplier’s own risk and expense within the Collection Period, and:

5.3.1 require the Supplier to promptly replace the rejected Goods at the Supplier’s risk and expense; or

5.3.2 require the Supplier to provide a full refund of the price of the rejected Goods (if paid) within 7 calendar days from Careem notifying the Supplier of the rejection of the Goods, or make a pro rata adjustment to the relevant invoice for the Goods (as applicable); and

5.3.3 recover from the Supplier any costs and expenses incurred by Careem in obtaining obtain substitute goods from another supplier; and

5.3.4 claim damages for any other costs, loss or expenses incurred by Careem which are in any way attributable to the Supplier’s failure to carry out its obligations under the Contract.

5.4 If the Supplier fails to collect rejected Goods within the Collection Period, Careem will have the right to dispose of said Goods at its sole discretion.

5.5 If at any time after Acceptance of Goods, Careem discovers defects in the Goods that were not reasonably discoverable by inspection pursuant to clause 5.1 (“Returnable Goods”), Careem may revoke its acceptance of such Goods by giving a written notice to the Supplier 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 to the Returnable Goods. 

5.6 These Conditions shall apply to any replacement Goods supplied by the Supplier.

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

Notwithstanding the Incoterms 2020 rule applicable to these Conditions, title and risk in the Goods delivered shall pass to Careem on Acceptance of Goods.

7. PRICE AND TERMS OF PAYMENT

7.1 The Price of the Goods and the Packaging will be the Price set out in the Quik PL Supplier Enrolment Form,  as may be amended from time to time pursuant to clause 7.4.

7.2 The Price of the Goods and the Packaging excludes amounts in respect of VAT, which Careem shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice.

7.3 The Price of the Goods and Packaging includes the costs of all primary, secondary and outer packaging, insurance and carriage of the Goods. No extra charges, levies or fees of any kind  shall be effective unless agreed in writing with Careem.

7.4 The Price will remain fixed and not be subject to any adjustments or variations during the Term unless the Quik PL Supplier Enrolment Form indicates the Price of the Goods will be reviewed during the Term in accordance with Schedule 2 of the of the Quik PL Supplier Enrolment Form (“Price Review Mechanism”).  

7.5 The Supplier may invoice Careem for each Order on or at any time after Delivery. The Supplier shall ensure that the invoice includes the date of the Order, the invoice number, the Supplier’s VAT registration number and any supporting documents that Careem may reasonably require. Where agreed on the Quik PL Supplier Enrolment Form, the Supplier will consolidate all invoices that the Supplier has the right to issue to Careem within a calendar month into a statement of account (“SOA”) and issue such statement of account to Careem after the end of each respective calendar month.

7.6 Careem shall pay correctly rendered invoices or invoices included in a statement of account (as applicable) within the payment period set out in the Quik PL Supplier Enrolment Form. Payment shall be made to the bank account nominated in writing by the Supplier, provided that such bank account will be in the Supplier’s name in the country where this Contract is being performed or where the Supplier has established or maintained the Supplier’s principal place of business.

7.7 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.

7.8 If Careem disputes any invoice or statement of account, Careem shall immediately notify the Supplier in writing. The Parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier 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 7.6.

8. PACKAGING AND DESIGN COSTS

8.1 Careem will design the artwork for the packaging of the Goods (“Careem Design”) excluding outer or shipping cartons. 

8.2 The Supplier shall appoint a printer to print the Careem Design on the Packaging and must promptly inform Careem of the printer and the printer’s specifications. Following receipt of such information by Careem, Careem shall provide the Careem Design to the Supplier and shall procure that the printer: 

8.2.1 prints the Packaging in accordance with Careem’s instructions; and 

8.2.2 does not make any changes to the Careem Design provided by Careem or the Packaging specifications, without the prior written consent of Careem. 

9. INTELLECTUAL PROPERTY

9.1 The Supplier acknowledges that ownership of, including, without limitation, ownership of all Intellectual Property Rights in the Careem IP, including any modifications or adaptations of the Careem IP (in whole or any part), shall remain vested in Careem or its licensors. 

9.2 Each time a Quik PL Supplier Enrolment Form is signed between the Supplier and Careem, Careem grants the Supplier a limited, non-exclusive, revocable, non-transferable licence for the Term to use the Careem Design solely for the purpose of, and only to the extent necessary for, supplying the Goods to Careem in accordance with this Contract. The Supplier must not sub-licence, assign or otherwise transfer any or all of the Supplier’s rights and obligations under the licence granted pursuant to this clause without the prior written consent of Careem.

9.3 Subject to the remaining provisions of this clause 9, the Supplier assigns with full title guarantee, free of all encumbrances and in the case of copyright, by way of a present assignment of future copyright, all of the Intellectual Property Rights in the Careem IP and Foreground Materials upon creation, together with the right to sue for past infringement of the Intellectual Property Rights in the Careem IP and Foreground Materials.

9.4 Any and all variations, modifications, improvement or enhancements to the Careem IP will automatically vest in or are otherwise assigned and transferred to Careem upon creation. 

9.5 The Supplier agrees, at the Supplier’s own expense, to take all such actions and execute all such documents as may in Careem’s opinion be reasonably necessary to enable Careem to obtain, defend or enforce its rights related to the Careem IP, and shall not do or fail to do any act which would or might prejudice Careem’s rights under this clause 9. 

10. REBATES

If a fixed rebate is provided in the Special Conditions section of the Quik PL Supplier Enrolment Form (“Fixed Rebate”), the Supplier will provide a rebate to Careem of an amount equal to the percentage of the value (before applying any rebates or credit notes) that the Supplier has 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 Quik PL 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 the Supplier.

11. INDEMNITY

11.1 The Supplier indemnifies 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:

11.1.1 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 directly and solely caused by Careem post-Delivery of the Goods); and

11.1.2 that the manufacturing or composition of Goods infringe a third party’s Intellectual Property Rights or which arises in connection with the supply of the Good.

11.2 This clause 11 shall survive termination of the Contract.

12. LIMITATION OF LIABILITY

12.1 Nothing in this Contract shall exclude or limit either Party’s liability to the other in relation to:

12.1.1 death or personal injury caused by negligence or wilful or reckless misconduct of that Party;

12.1.2 any fraud or fraudulent misrepresentation of that Party; and/or

12.1.3 any liability which cannot be lawfully excluded by that Party.

12.2 Neither Party shall be liable to the other Party (whether in contract, tort (including negligence) or otherwise) in connection with this Contract for any indirect or consequential loss.

12.3 Careem’s liability for any loss suffered by the Supplier arising out of or relating to this Contract shall not exceed the amount paid by Careem to the Supplier for the one month period immediately preceding the event giving rise to liability.

12.4 Except for liability arising under clauses 11 (Indemnity), 12 (Limitation of Liability), and 14 (Confidentiality), the Supplier’s liability for any loss suffered by Careem arising out of or relating to this Contract shall not exceed the amount paid by Careem to the Supplier for the 12 months’ period immediately preceding the event giving rise to liability.

13. INSURANCE

13.1 The Supplier 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. 

13.2 The Supplier 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.

14. CONFIDENTIALITY

14.1 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.

14.2 Each Party may disclose the other Party’s confidential information:

14.2.1 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 14; and

14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

14.3 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.

14.4 The Supplier will not advertise, use or promote Goods bearing Careem’s Confidential Information, Careem IP or branding of Careem without the prior written approval of Careem.

15. BUSINESS CONDUCT

15.1 COMPLIANCE OBLIGATION: The Supplier will not 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).

15.2 ANTI-CORRUPTION OBLIGATION: During the Term of this Contract, the Supplier: (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 the Supplier 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.

15.3 NO PUBLIC OFFICIAL: Except as disclosed herein, the Supplier represents and warrants that (i) the Supplier is not a Public Official as this term is defined in this Contract and (ii) the Supplier has 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.

15.4 BOOKS AND RECORDS: The Supplier 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 the Supplier’s performance or that of any of the Supplier’s sub-suppliers or agents in relation to this Contract. The Supplier shall make its books and records relating to this Contract available to Careem from time to time at its request.

15.5 AUDIT: The Supplier shall allow Careem and any independent auditors or other professional advisers of Careem to access any of its premises, personnel and relevant records as may be reasonably required in order to:

15.5.1 fulfil any legally enforceable request by any regulatory body; or

15.5.2 undertake verifications of the accuracy of the Charges or identify suspected fraud; or

15.5.3 undertake verification that the Services are being provided and all obligations of the Manufacturer are being performed in accordance with this Contract. 

Subject to the obligations of confidentiality, the Supplier shall provide Careem (its auditors and other advisers) with all reasonable access and assistance in relation to such audit.

15.6 NOTIFICATION In connection with this Contract or any transactions related to the performance of this Contract, the Supplier shall notify Careem in writing as soon as reasonably practicable upon:

15.6.1 learning of any actual or threatened external investigation by governmental authorities;

15.6.2 receiving or learning of allegations of any unlawful conduct by themselves or by one of its shareholders, directors, officers, employees or subcontractors; and

15.6.3 becoming aware that the warrants, representations or covenants set above are no longer true or correct. If Careem reasonably determines that the changed circumstances pose risks that may not be mitigated, the Contract may be terminated at Careem’s sole discretion.

16. TERM AND TERMINATION

16.1 This Contract shall commence on the Commencement Date and shall, subject to the provisions of this clause 16, remain in effect until the End Date at which time it shall terminate automatically (the “Term”).

16.2 Careem may terminate this Contract at any time by providing thirty (30) days’ written notice to the Supplier.  Without limiting its other rights or remedies, Careem may terminate this Contract with immediate effect by giving written notice to the Supplier if:

16.2.1 the Supplier commits a material breach of any term of the Contract and (if such breach is remediable) fail to remedy that breach within 5 days of the Supplier being notified in writing to do so;

16.2.2 the Supplier has, or are reasonably likely to have, an insolvency event or similar event;

16.2.3 the Supplier suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; 

16.2.4 Careem, in its sole discretion, reasonably believes that the Supplier has committed a violation of Applicable Law in relation to supply of Goods or breached its obligations under clause 15 of this Contract, or

16.2.5 the Supplier commits any act or does anything which brings or is likely to bring Careem’s reputation into disrepute and as a consequence, Careem believes any continued association with the Supplier would be detrimental to Careem’s reputation,

and such termination will be without any obligation to pay any losses incurred by the Supplier as a result of termination under this clause 16.2**.** Notwithstanding anything to the contrary in this Contract, Careem shall not be obliged to make any further payments to the Supplier under this Contract where Careem terminates this Contract pursuant to clause 16.2.4.

16.3 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 the Supplier’s performance of such Order(s). Where Careem terminates this Contract pursuant to clause 16.2, Careem shall have the right, at its sole discretion, to cancel all submitted and accepted Order(s) that have not been delivered by notifying the Supplier of such cancellation in the termination notice meant in clause 16.2 

16.4 Upon expiration or termination (for any cause whatsoever) of any Order or this Contract:

16.4.1 the Supplier must (unless otherwise directed by Careem in writing in its sole discretion), except to the extent necessary to perform the obligation set out in clause 16.3 and its obligations under this Contract or Order:

16.4.1.1 promptly and its own expense, return to Careem or destroy in accordance with Careem’s instructions all materials and documents of any nature relating to the Goods and Packaging in its possession or control; and 

16.4.1.2 immediately cease to use Careem’s Intellectual Property Rights and any of Careem’s Confidential Information; and

16.4.2 if the Supplier has procured the packaging of the Goods with Careem’s Design, raw materials or produced finished packaging in reliance upon Careem’s written and provided forecasts, Orders, or written instructions, Careem shall compensate the Supplier upon satisfactory documentary evidence  for:

16.4.2.1 the cost of all raw materials purchased specifically for the cancelled or terminated Orders which cannot reasonably be used by the Supplier in the ordinary course of its business; and

16.4.2.2 the full Price of all finished goods already produced or in production for Careem at the time of termination or cancellation.

16.5 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.

16.6 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.

17. 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.

18. GENERAL

18.1 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) Quik PL Supplier Enrolment Form; (2) these Terms and Conditions; and (3) Order(s). Terms appearing on the Supplier’s invoices, delivery notes or other written communications are not binding on Careem (unless Careem provides prior written consent to be bound by such terms).

18.2 AMENDMENT: Careem may amend, add to, or delete any term or condition of these Conditions at its discretion at any time.

18.3 RIGHT TO ASSIGN: The Supplier may not assign, subcontract, transfer or deal in any way with its rights or obligations under this Contract without Careem’s prior written consent.  If Careem consents in writing, the Supplier shall remain responsible for all the acts and omissions of its subcontractors as if they were its own.

18.4 CHANGE IN CONTROL: The Supplier will promptly notify Careem if it undergoes or is likely to undergo a change in control. Notwithstanding anything else in this Contract, 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.

18.5 WAIVERS: Any waiver by a Party of any right under this Contract must be given in writing.

18.6 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.

18.7 RELATIONSHIP BETWEEN THE PARTIES: The Supplier 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.

18.8 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.

18.9 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.

18.10 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 and do not replace any rights and remedies set out in the Quik PL Supplier Enrolment Form.

18.12 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.

18.13 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.