The agreed services are provided by Cargo Treat Services Middle East FZCO, a legal entity incorporated under the laws of the United Arab Emirates, with its registered office and principal place of business at South Zone, Jebel Ali Free Zone including its branches, subsidiaries, and affiliated entities.

1. DEFINITIONS

In these GT&Cs, the following definitions shall apply:

• Agreement: The legally binding Agreement concluded between CTS and the Client for the provision of Goods and/or Services.
• Client: The legal or natural person that has accepted the quotation provided by CTS for the provision of Goods and/or Services.
• Services: All services as agreed by the Client provided or to be provided by CTS including but not limited to to the supply, transport, and injection of chemical additives and substances intended to enhance the quality and safety of petroleum products, crude oil, and gasoline components, as well as related technical and consultancy services as agreed with the Client.
• Goods: Chemical additives and substances, fuels, semi-finished products, or any other materials or items supplied by CTS as specified by the Client.
• Nominated Third-Party: Any individual or entity to whom CTS supplies Goods and/or provides Services on behalf of the Client.
• CTS Third Party: Any individual or entity engaged by CTS for the execution of the Agreement.
• Personnel: All individuals engaged by CTS, whether employed or contracted, involved in the performance of Services under the Agreement.
• Parties: Collectively, CTS and the Client.
• Terminal: Any location designat4ed for the delivery of Goods by CTS.

 

2. APPLICABILITY
   • These GT&Cs shall apply to all proposals, offers, quotations, confirmations, contracts, and services between CTS and the Client, unless explicitly agreed otherwise in writing by the Parties.
   • The terms herein shall form an integral part of the Agreement (if any) and if a conflict arises between the GT&Cs and the terms of the Agreement then the terms of the Agreement shall prevail.
   • Any deviation from the GT&Cs shall be valid only if agreed in writing and signed by both Parties.
   • CTS expressly rejects the applicability of any general or standard terms and conditions of the Client, including any terms of purchase or sale.
   • In case of a conflict between these GT&CS and any terms unilaterally imposed by the Client, the provisions of the GT&Cs shall prevail.
   • Any failure or delay by CTS in enforcing any provision of these terms shall not constitute a waiver of its right to enforce such provision at a later time or seek a remedy available to it by law.
   • In cases not expressly covered by these GT&Cs or the Agreement, CTS shall determine the appropriate course of action in a manner consistent with the spirit and intent of these terms.
   • Should any provision of these GT&Cs be deemed void or unenforceable under applicable law, the remainder of these terms shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a legally valid provision that most closely reflects the original intent.

 

3. QUOTATIONS AND AGREEMENTS
   • All offers and quotations issued by CTS are non-binding unless explicitly stated otherwise. Unless otherwise agreed in writing, quotations shall remain valid for a period of seven (7) calendar days from the date of issuance.
   • CTS reserves the right to withdraw or amend any offer or quotation within five (5) calendar days of receiving the Client’s acceptance.
   • Any deviations from the offer or order confirmation provided by CTS shall be deemed a counteroffer and shall not be binding unless expressly accepted in writing by CTS.
   • An Agreement shall be deemed concluded upon the Client’s written acceptance of CTS’s offer or upon confirmation of the Client’s order by CTS, or upon commencement of the Services with the Client’s consent.
   • In the event of any increase in costs (including labor, materials, regulatory fees, or resulting from other external factors) during the supply of Goods and/or Services by CTS, CTS reserves the right to revise the agreed prices accordingly upon written notice to the Client.
   • Any amendments, additions, or modifications to the terms of supply of Goods and/or Services shall be effective only if agreed in writing and signed by both Parties.

 

4. CANCELLATION OF ORDER FOR GOODS AND/OR SERVICES
   • If Client cancels an order of Goods and/or Services, then CTS shall charge cancellation charges equal to twenty-five percent (25%) of the total contract value.
   • Should the Client fail to fulfil any of its obligations herein, or become insolvent, bankrupt, enter liquidation, or cease its business operations, CTS shall have the right, without notice of default, to suspend or terminate the Agreement wholly or in part, without incurring any liability for compensation.
   • Should the Client fail to fulfil any of its obligations herein, or become insolvent, bankrupt, enter liquidation, or cease its business operations, CTS shall have the right, without notice of default, to suspend or terminate the Agreement wholly or in part, without incurring any liability for compensation.

 

5. CLIENT’S OBLIGATIONS
   • Client must provide all relevant data, information, and auxiliary materials that CTS has specified as necessary for to facilitate proper performance of CTS obligations. Should the Client fail to comply, CTS reserves the right to suspend or terminate the order and to charge the Client for any additional costs incurred, including but not limited to costs associated with independently acquiring such materials, in accordance with CTS’s prevailing rates.
   • At the site of service execution, the Client shall provide CTS with the requisite facilities, infrastructure, and utilities, as specified in the order confirmation, for the efficient and safe performance of CTS’s Services.
   • With regard to the Client’s premises, equipment, tools, and instruments used in the provision of services, the Client shall ensure that such environments and items are maintained and operated in a manner that reasonably prevents harm to CTS personnel. The Client is also obliged to provide adequate operational instructions and to inform CTS and its personnel of any materials, equipment, or site conditions that may pose health, safety, or environmental hazards.
   • Prior to the injection or transfer of liquids, fuels, or additives into storage tanks or process systems, the Client shall provide a certified laboratory sample representing the contents. The Client bears full responsibility for the accuracy, integrity, and representativeness of the provided sample.
   • The Client shall exercise due care over any equipment supplied by CTS and shall act as a diligent custodian of such equipment. The Client must ensure that the equipment is appropriately insured against risks including, but not limited to, theft, damage, and loss.

 

6. CTS OBLIGATIONS
   • CTS to ensure the quality of the Goods supplied shall adhere to the Clients requirements as agreed at the time of acceptance.
   • CTS shall ensure that it executes its provision of Goods and/or Services under conditions that fully comply with all applicable legal, health, safety, and regulatory requirements within the United Arab Emirates.
   • CTS shall execute its obligation to the best of its ability and according to the principles of good faith and professional diligence, constituting a best-efforts obligation rather than a guarantee of results.

 

7. SANCTIONS & BOYCOTT
   • CTS warrants to not deliver Goods that originates from a country subject to United States, United Arab Emirates, European Union, or United Nations’ trade sanctions, that are in force at the material time.
   • CTS shall provide documentation specifying the country of origin (i.e. the country of manufacture or production) of the Good(s), failing which, documentation stating such product did not originate from a country subject to United States, United Arab Emirates, European Union, or United Nations’ trade sanctions. Such documentation shall be provided before, upon or promptly following delivery of the Good(s).
   • Client warrants that facilities, including tanks, vessels or other such facilities, which is expected to receive the Good(s), shall be free from any and all sanctions, as detailed above. Furthermore, Client warrants that as far as they are reasonably aware or reasonably ought to have been aware, the facilities due to accept the Good(s) is free of any and all sanctions, whether directly or indirectly imposed upon any operator, owner, agent or other such party with either direct or indirect control of the facility, including but not limited to individuals, affiliated entities, subsidiaries or entities indirectly or directly controlled, either corporately or individually.
   • The Parties warrant that they, including any affiliated entities, subsidiaries or individuals engaged by or employed by either Party, are not subject to any sanctions, detailed above, either directly or indirectly, including but not limited to indirectly owned entities or entities controlled by either of the parties or individuals associated with the Parties.
   • Neither Party shall be obliged to perform any obligation otherwise required by the agreement (including without limitation an obligation to (a) perform, deliver, accept, sell, purchase, pay or receive monies to, from, or through a person or entity, or (b) engage in any other acts) if this would be in violation of, inconsistent with, or expose such Party to punitive measures under, any laws, regulations, decrees, ordinances, orders, demands, requests, rules or requirements of the United Arab Emirates, EU, any EU member state, the United Nations or the United States applicable to the Parties relating to trade sanctions, foreign trade controls, import and export controls, non-proliferation, anti-terrorism and similar laws (the ‘Trade Restrictions’).
   • Where any performance by a Party would be in violation of, inconsistent with, or expose such Party to punitive measures under, the Trade Restrictions, such Party (the “Affected Party”) shall, as soon as reasonably practicable give written notice to the other Party of its inability to perform. Once such notice has been given the Affected Party shall be entitled:
     • To immediately suspend the affected obligation (whether payment or performance) until such time as the Affected Party may lawfully discharge such obligation; and/or
     • Where the inability to discharge the obligation continues (or is reasonably expected to continue) until the end of the agreed time for discharge thereof, to a full release from the Affected Obligation, provided that where the relevant obligation relates to payment for Goods and/or Services which have already been delivered, the affected payment obligation shall remain suspended (without prejudice to the accrual of any interest on an outstanding payment amount) until such time as the Affected Party may lawfully resume payment; and/or
     • To terminate the order, provided that any amount owing for Goods and/or Services delivered prior to termination shall remain suspended (without prejudice to the accrual of any interest on an outstanding payment amount) until such time as the affected party may lawfully resume payment; and/or
     • Where the obligation affected is the acceptance of the vessel, to require the other party to nominate an alternative vessel.
     • In each case without any liability whatsoever (including but not limited to any damages for breach of agreement, penalties, costs, fees and expenses).
   • Nothing herein is intended, and nothing herein should be interpreted or construed, to induce or require either Party hereto to act in any manner (including failing to take any actions in connection with the agreement) which is inconsistent with, penalized or prohibited under any laws, regulations, decrees, ordinance, order, demand, request, rules or requirements of the United Arab Emirates and the United States applicable to such Party which relate to international boycotts of any type, including but not limited to the antiboycott laws and regulations of United Arab Emirates and the United States as applicable.

 

• Nothing herein shall be taken to limit or prevent the operation, where available under the governing law of this GT&Cs, of any doctrine analogous to the English common law doctrine of frustration (including frustration of the adventure, or purpose of the agreement).

 

8. ANTI-CORRUPTION AND ANTI-FACILITATION OF TAX EVASION
   • The Parties agree and undertake to the other that they will each respectively comply with all applicable laws, rules, regulations, decrees and/or official government orders of the United Arab Emirates, United Kingdom and the United States of America relating to anti-bribery, anti-money laundering and anti-facilitation of tax evasion.
   • The Parties each represent, warrant and undertake to the other that they shall not, directly or indirectly: pay, offer, give or promise to pay or authorize the payment of any monies or other things of value to:

• A government official or an officer or employee of a government or any department, agency or instrumentality of any government;
• An officer or employee of a public international organization;
• Any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization;
• Any political party or official thereof, or any candidate for political office;
• Any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities; or
• Any other person, with the intention of improperly and unlawfully influencing any present or future decision of that person or inducing that person to behave improperly or to reward that person for improper conduct.
  • The Parties undertake not to:
• Request, agree to receive or accept any money or other things of value intending improper conduct in return;
• Engage in any activity, practice or conduct, or otherwise do anything which would cause the other party to be in breach of any applicable anti-facilitation of tax evasion laws, rules, and regulations as may be applicable to the parties and to this agreement, including the UK Criminal Finances Act 2017, or
• Engage in any acts or transactions, in each case if this is in violation of or inconsistent with the anti-bribery or anti-money laundering legislation of any government as may be applicable to the Parties, including the USA Foreign Corrupt Practices Act, UK Bribery Act 2010, the UK Anti- Terrorism, Crime and Security Act 2001, Money Laundering Regulations 2007 and the Proceeds of Crime Act 2002 and the applicable country legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions ( the ‘Government Requirements’).
  • In particular, CTS represents and warrants that it has not made any payments or given anything of value to officials, officers or employees of the government of the country in which the product originated or any agency, department or instrumentality of such government in connection with the product which is the subject of the agreement which would be inconsistent with or contravene the government requirements noted above.
  • Either Party may terminate the agreement forthwith upon written notice to the other at any time, if in its reasonable judgement supported by reasonable evidence, the other is in the breach of any of the above representations, warranties or undertakings.
  • A Party shall promptly notify the other if, at any time during the term of the agreement, its circumstances, knowledge or awareness changes such that it would not be able to repeat the representations and warranties set out in this clause at any time.

 

9. PAYMENTS AND FEES
   • Client shall pay CTS a fee comprising the agreed price and any additional costs reasonably incurred during the performance of its obligations.
   • CTS reserves the right to require full or partial advance payment prior to commencement of Services as agreed by the Parties. If such advance payment is not received, CTS may suspend any part of the work until payment is fulfilled.
   • All prices and rates quoted by CTS, including in proposals, quotations, and price lists, are exclusive of VAT and other applicable governmental taxes or levies in the United Arab Emirates.
   • CTS reserves the right to invoice the Client for additional services or hours that fall outside the agreed scope.
   • CTS reserves the right to revise its prices or rates in accordance with market conditions, inflation, cost increases, or changes in governmental regulations. Any specific Client requirements must be agreed in writing in advance.

 

10. PAYMENT TERMS
    • All CTS invoices must be paid and cleared prior to the provision of Goods and/or Services, unless otherwise agreed in writing. Disputes regarding the invoice shall not suspend the Client’s payment obligations.
    • If the Client fails to pay on time and fails to remedy its failure within three (3) calendar days of receiving written notice from CTS then CTS may, without further notice, charge a contractual interest rate of 15% per annum from the due date until full payment is received.
    • If the Client remains in default of payment, all reasonable internal and external collection costs (including legal fees) shall be borne by the Client, with a minimum applicable collection charge.
    • CTS shall retain a right of lien on all Client property, documentation, and information in its possession until all outstanding obligations of the Client are satisfied.
    • Payments received from the Client shall first be applied to accrued interest and collection costs, and thereafter to the oldest outstanding invoice.
    • In the event of liquidation, bankruptcy, or a suspension of payments on the part of the Client, all claims held by CTS shall become immediately due and payable.
    • CTS may invoice periodically, in accordance with the progress of Services rendered or as otherwise agreed in writing by the Parties.
    • CTS may refuse partial payments or payments with conditions regarding allocation, particularly if they do not cover accrued interest or recovery costs.

 

11. COMPLAINTS
    • Any complaints by the Client regarding the services rendered or invoices issued must be submitted in writing within seven (7) calendar days of service execution or receipt of the invoice. After this period, the services and invoices shall be deemed accepted.
    • If a complaint is deemed valid, CTS will, where possible, rectify the work. If correction is no longer feasible or no longer serves the Client’s interests, CTS’s liability shall be limited in accordance with Article 12.
    • Filing a complaint does not relieve the Client from its payment obligations.
    • The Client shall not be entitled to withhold payments or apply deductions or offsets based on complaints unless explicitly agreed.

 

12. LIABILITY
    • CTS shall only be liable to the extent expressly stated herein. This limitation also applies to CTS’s employees, subcontractors, and CTS third parties.
    • CTS’s liability for direct damages shall be capped at an amount equal to the invoice amount.
    • CTS is not liable for damages resulting from incorrect, misleading, or incomplete information supplied by the Client.
    • CTS shall not be liable for non-performance or delays due to Force Majeure as defined in Clause 18.
    • CTS is not liable for damage that could not be reasonably avoided during the execution of the agreed method, particularly if such method was necessitated by Client instructions or urgency.
    • Damages must be reported to CTS in writing within seven (7) calendar days of discovery. Claims submitted after this period shall not be entertained.
    • CTS shall not be liable for any indirect or consequential damages, including loss of profit, business interruption, missed savings, or demurrage costs.
    • Without prejudice to CTS’s liability, its employees shall not be personally liable for damages incurred during the course of their duties, unless in cases of proven wilful misconduct or gross negligence.
    • The Client shall indemnify CTS against all third-party claims arising from damage to goods or losses resulting from services rendered by CTS or its personnel under the Agreement.

 

13. RETENTION OF TITLE
    • All goods supplied or to be supplied by CTS to the Client shall remain the sole and exclusive property of CTS until full performance by the Client of all contractual obligations, including but not limited to payment of all invoices, interest, costs, and any damages arising from breach of its obligations.
    • The aforementioned obligations shall include any and all claims by CTS arising from earlier or subsequent deliveries of goods or services, including technical injection services, which remain unpaid or unfulfilled by the Client.

 

14. NON-SOLICITATION OF PERSONNEL
    • During the provision of services and for a period of twelve (12) months thereafter completion, the Client shall refrain from, directly or indirectly, soliciting, employing, or engaging any employee, consultant, or contractor who has been involved with the performance of services on behalf of CTS.
    • For the purposes of this clause, the term “employee” shall also include any self-employed individual or independent contractor assigned by CTS to perform services for the Client.
    • In the event of a breach of this clause, the Client shall be liable to pay CTS an immediately due and payable contractual penalty of AED 40,000 (Forty Thousand United Arab Emirates Dirhams) for each breach, without prejudice to CTS’s right to claim full compensation for actual damages.

 

15. CONFIDENTIALITY
    • Both Parties undertake to maintain strict confidentiality with respect to any non-public, proprietary, or confidential information exchanged in the context of the agreement. Such information may not be disclosed to third parties or used for any purpose other than the performance of the agreement, unless prior written consent is obtained from the disclosing party.
    • Disclosure of confidential information is only permitted to:

• Employees of the receiving party who have a strict need to know for the purpose of executing the agreement;
• Professional advisors, auditors, legal authorities, or regulatory bodies, provided such disclosure is required by law or necessary to fulfill legal or regulatory obligations.
  • In the event of a breach of confidentiality, the breaching party shall be liable for an immediately due and payable penalty of AED 20,000 (twenty thousand United Arab Emirates Dirhams) per breach and AED 2,000 (two thousand United Arab Emirates Dirhams) for each day the breach continues, without prejudice to the right to seek further compensation.

 

16. INTELLECTUAL PROPERTY RIGHTS
    • CTS retains all intellectual property rights, including but not limited to inventions, methods, processes, and documentation developed or utilized in the performance of Services or delivery of Goods.
    • The Client is expressly prohibited from copying, disclosing, distributing, or otherwise commercially exploiting any intellectual property or technical documentation belonging to CTS without prior written approval. Duplication for internal use within the Client’s organization is permitted only if it directly relates to the performance or purpose of the agreement between the Parties.
    • Neither Party shall register or use the trademarks, trade names, logos, or any other distinguishing signs of the other Party, nor use any that resemble them, without prior written consent.

 

17. CHANGED CIRCUMSTANCES
    • Should circumstances fundamentally change from those existing at the time of the conclusion of the agreement between the Parties, and such changes render performance of the agreement in whole or in part unreasonable, the Parties shall enter good-faith consultations to renegotiate the terms accordingly. Any resulting additional costs or work shall be borne by the Client, if such changes are attributable to the Client.
    • Any agreed adjustments to the scope, method, or timing of the delivery of Good(s) and/or Services due to such changes may result in corresponding adjustments to the schedule or costs of execution, as reasonably determined by CTS.

 

18. FORCE MAJEURE
    • A Force Majeure Event means any circumstance not within a Party’s control including, without limitation:

• Acts of God, fire, earthquake or other natural disaster;
• Accidental or natural death at the work premises;
• Epidemic or pandemic;
• Terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
• Nuclear, chemical or biological contamination or sonic boom;
• Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
• Maritime and transportation disruptions, including but not limited to navigational accidents, vessel damage or loss, port closures or congestion, unavailability of berths or loading/unloading facilities, shortage or breakdown of vessels, barges, trucks, railcars, or containers, blockades of shipping routes, piracy or hijacking, weather-related disruptions materially affecting navigation (including storms, floods, fog, or ice), or accidents at or closing of navigation or other transportation mechanisms;
• Explosions or accidents to wells, pipelines, storage depots, refinery facilities, machinery and other facilities;
• Collapse of building, fire, explosion or accident;
• Any labor or trade dispute, strikes, industrial action or lockouts (other than by companies in the same group as the party seeking to rely on this clause);
• Interruption of utility service; and
• Any other event, cause, or circumstance beyond the reasonable control of the affected party which prevents, hinders, or delays the performance of its obligations.

 

• Provided it has complied with its notification obligations in this clause, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this agreement by a force majeure event (affected party), the affected party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended for an initial period of thirty (30) consecutive calendar days (suspension period), and the affected party shall be relieved of liability and shall suffer no prejudice for failure to perform the same during the suspension period.
• The corresponding obligations of the other party will be suspended and its time for performance of such obligations shall be extended accordingly.
• The affected Party shall:

• As soon as reasonably possible, and in all cases no later than 72 hours after the start of the force majeure event, notify the other party in writing of the force majeure event, the date on which it started, its likely or potential duration, and the effect of the force majeure event on its ability to perform its obligations under the agreement; and
• Use all reasonable endeavors to mitigate the effect of the force majeure event on the performance of its obligations.
  • If the suspension of performance continues more than sixty (60) consecutive days, this Agreement is deemed to be cancelled without liability of either party, unless otherwise mutually agreed. Such termination shall be without further cost or liabilities on the parties save for those accrued prior to termination.

 

19. DATA PROTECTION AND PRIVACY
    • CTS may process personal data of the Client for the purpose of fulfilling contractual obligations, providing services, and complying with applicable laws and regulations. For further information, CTS refers to its Privacy Policy, available upon request or accessible via its website (to be inserted).

 

20. GOVERNING LAW AND DISPUTE RESOLUTION
    • This GT&Cs and the contractual relationship between the Parties shall be governed by and construed in accordance with the substantive law of DIFC.
    • Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the competent offshore courts of the Dubai International Financial Centre (DIFC).
    • Prior to initiating court proceedings, the Parties shall make every reasonable effort to resolve the dispute amicably within for fourteen (14) calendar days from receiving notice from the other Party, including engaging in mediation with an independent and qualified mediator. Costs related to mediation shall be borne by the Party initiating the dispute.

 

21. AMENDMENTS TO TERMS AND CONDITIONS
    • CTS reserves the right to unilaterally amend these General Terms and Conditions. The most recent version of these terms shall apply to all current and future agreements, unless explicitly agreed otherwise in writing.