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 written contract 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 between the Parties 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
   • Client may cancel an order of Goods prior to the dispatch of the Goods from CTS to the Client’s nominated destination by providing written notice seven (7) business days before the dispatch date.
   • If Client cancels an order of Goods after dispatch of the Goods, then CTS shall charge cancellation charges equal to twenty-five percent (25%) of the total contract value.
   • Client may cancel an order prior to the provision of Services by providing written notice seven (7) business days before the agreed start date failing which 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.

 

5. CLIENT’S OBLIGATIONS
   • Client must provide all relevant data, information, and auxiliary materials that CTS has specified as necessary to facilitate proper performance of CTS obligations. Should the Client fail to comply, CTS reserves the right to suspend or terminate the order and charge the Client 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 and 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 carry out 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. PAYMENTS AND FEES
   • Client shall pay CTS a fee comprising the agreed contract 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 provision of Goods and/or 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.

 

8. PAYMENT TERMS
   • Unless otherwise agreed in writing, CTS invoices are payable within thirty (30) calendar days from the date of invoice. 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 in provision of Goods and/or Services 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.

 

9. 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. Failing which the services and invoices shall be considered 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.

 

10. 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 limited to the amount covered by its liability insurance. If insurance does not provide coverage, liability 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 herein).
    • 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.

 

11. 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.

The complete General Terms and Conditions can be found on [insert link].