Fuel Supply General Terms and Conditions
These General Terms and Conditions (hereinafter referred to as “GTCs”) shall apply to the supply and/or delivery of Products generally between CAFU PETROLEUM TRANSPORT LLC or any of its Affiliates as the case may be, (“CAFU”) and the customer (“PURCHASER”).
By placing an order of the Products, PURCHASER shall be deemed to have accepted these terms and conditions unless agreed otherwise in writing. Where an order of the Product is made fully via the CAFU on-demand application (the “App”), PURCHASER shall be bound by such terms and conditions available on the App to the extent, these terms and conditions do not conflict with the terms and conditions under the Agreement.
1. Terms of Reference
1.1. The terms used in this Agreement are defined below:
Affiliate means with regard to either party any company or legal entity which (i) controls directly or indirectly such party, or (ii) is controlled directly or indirectly by such party, or (iii) is controlled directly or indirectly by a company or legal entity which controls directly or indirectly such party.
Agreement means these GTCs and the STCs as may be amended by the parties.
Delivery Fee means the delivery fee to be paid by PURCHASER in connection with delivery of the Product as set out in the STCs.
Delivery Point means the location(s) at which the Product will be delivered, or at which PURCHASER takes physical possession of the Product, that shall be agreed in advance in writing.
Effective Date means the start date of this Agreement mentioned in the STCs or such last signature date of a party.
GTCs means these General Terms and Conditions which shall apply to any services provided by or through CAFU to PURCHASER, as modified by the STCs.
Product(s) means the petroleum products sold through the CAFU platform or any such medium and delivered to PURCHASER as set out the STCs.
Reference Number means the number, if applicable that may be generated by CAFU for purchase of Product and such Reference Number will be generated based on Product specification, price, quantity, delivery schedule, Delivery Point and Value Added Tax (VAT).
STCs means the Special Terms and Conditions or the proposal whichever is signed by PURCHASER which shall each together with the GTCs form the Agreement.
UAE means the United Arab Emirates.
1.2. Clause or paragraph headings shall not affect the interpretation of this Agreement.
1.3. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4. Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
2. Product
2.1. The Product offered and delivered by CAFU shall be as specified in the relevant STCs or such other products as CAFU (in its sole discretion) shall choose to offer from time to time and as set out in the STCs.
2.2. CAFU may at its sole discretion add or withdraw Products from being offered on the App from time to time.
2.3. Product specifications shall comply with industry standards as established under the UAE laws.
3. The STCs
3.1. The relevant STCs shall set out: a) the volume of Product, minimum committed volume requirements by PURCHASER, and the duration for which the Agreement will be valid; b) the Delivery Point(s) for the Product; c) the specifications of the Product (if different from the specifications attached to these GTCs); and d) price.
4. Delivery
4.1. Subject to this clause 4, the Product shall be delivered to PURCHASER by CAFU, or its nominated sub-contractors.
4.2. Delivery schedules shall allow reasonable time for CAFU or its nominated subcontractors to deliver at the Delivery Point. CAFU shall make all reasonable efforts to make deliveries per the agreed delivery schedule. In case of any material delay, CAFU shall promptly communicate the same to PURCHASER and PURCHASER shall confirm and accept such delivery subject to reasonable adjustment of the Delivery Schedule by CAFU. PURCHASER agrees that CAFU shall not be liable to PURCHASER for any losses whatsoever that may arise as a result of a reasonable delay to the delivery of the Product.
4.3. To the maximum extent possible, each invoice shall have a unique Reference Number and shall set out the Delivery Point, the total amount of Product delivered for the period covered by the invoice, and the amount delivered per day per vehicle for the period covered by the invoice.
4.4. When a delivery cannot be made or is otherwise terminated as a result of PURCHASER's non-compliance with any term of this Agreement, PURCHASER shall reimburse CAFU for all its costs and any losses it suffers as a consequence of such terminated delivery. When a delivery cannot be made at the assigned Delivery Point or is otherwise diverted to another Delivery Point due to factors associated with PURCHASER, PURCHASER shall reimburse CAFU for all its costs and any losses it suffers as a consequence of such diverted delivery.
4.5. Delivery shall be made by delivery truck to the Delivery Point and the driver of the delivery truck shall be present at all times during the delivery of the Product in case there is needs to stop the discharge in the event of leaks/overflows.
4.6. CAFU reserves the right to refuse to deliver the Product to any Delivery Point that CAFU reasonably considers to be unsafe.
4.7. Notwithstanding anything contrary to this Agreement, PURCHASER commits to receipt of a minimum quantity of the Product as determined in the STC’s (the “Operational Requirement”). Failure for PURCHASER to achieve the Operational Requirement, CAFU reserves the right to amend the above timeslots to attain the Operational Requirement or alternatively advise PURCHASER to order the Product using CAFU’s application.
4.8. In the event of delivery by CAFU, PURCHASER warrants and undertakes that:
a) safe facilities will be provided by PURCHASER which comply with all applicable legal and regulatory requirements for the Product being delivered without compromising any safety standards;
b) that the delivery truck shall be provided with unhindered entry & exit to the Delivery Point in addition to PURCHASER’s vehicles at the Delivery Point;
c) PURCHASER will strictly observe any regulations laid down by any authority or to avoid smoke or fire in the vicinity of the Product and PURCHASER’s vehicles;
d) PURCHASER shall inform CAFU of any constraints at the Delivery Point reasonably in advance of the scheduled delivery. Any cost incurred by CAFU or PURCHASER due a lapse on the part of PURCHASER in sharing this information will be for the account of PURCHASER;
e) PURCHASER accepts responsibility for any loss, leakage or contamination of the Product deliverable under this Agreement which may occur at the Delivery Point as a result of a breach by PURCHASER of its obligations under the Agreement and PURCHASER indemnifies CAFU and its Affiliates in respect of any claims and/or losses in respect of such breach by PURCHASER; and
f) PURCHASER will nominate a competent qualified person to be present at the Delivery Point to ensure compliance with industry standard health and safety practices.
5. Risk and Title
The risk and title to the Product shall be in accordance with INCOTERMS and shall pass to PURCHASER when the Product passes from the nozzle (of the truck that is delivering the Product) into the gas/petrol tank fuel filler neck (of the vehicle to which Product is being delivered).
6. Product Discrepancy
6.1. PURCHASER shall be entitled at its own cost to sample the Product prior to offloading, providing such sampling does not lead to any delay in delivery. All costs associated with such sampling are to be borne by PURCHASER.
6.2. Any Product loss and/or contamination following passing risk of loss shall be for the sole account of PURCHASER.
6.3. To the extent requested by the PURCHAER or otherwise required by CAFU, CAFU will issue a standard Delivery Note to PURCHASER upon delivery. PURCHASER will sign the Delivery Note and the Delivery Note shall be decisive for the quantity of Product delivered/lifted except in the case of manifest error.
6.4. In the event of any claim by PURCHASER of short delivery, CAFU will investigate the circumstances if PURCHASER notifies CAFU in writing immediately upon receiving the Product. The details of short delivery are to be mentioned by PURCHASER on the Delivery Note issued by CAFU.
6.5. CAFU will not be liable to rectify short deliveries notified outside of Clause 6.4, and in the case of short delivery established pursuant to Clause 6.4 the sole remedy of PURCHASER shall be supply of the deficient quantity by CAFU within a reasonable period of time.
7. Pricing and Payment Terms
7.1. Price of the Products shall be as set out in the STC,
7.2. Prices quoted by CAFU are exclusive of VAT and any other applicable taxes, excise and duties (unless specified otherwise) and are comprised of a) the price for the Product and b) the Delivery Fee. The invoice delivered by CAFU shall further break down the price for the Product to specify the amount of VAT applicable to the purchase of the Product. Payments are to be made in AED
7.3. PURCHASER shall pay all amounts due consistent with the payment details set out in the relevant STCs.
7.4. Cash in Advance Requirement
All Product purchases under these terms are strictly on a cash-in-advance basis. Payment must be received in full prior to delivery or access to the Product. For the avoidance of doubt, no Product will be supplied without confirmed payment.
7.5. Payment Method and Timing
All payments are to be made in advance of delivery. Payment can be completed through one of the following methods:
a) Bank Transfer: PURCHASER may remit payment directly to the bank account details provided by CAFU. PURCHASER shall ensure that payment is completed before the delivery date.
b) Payment Link: Upon request, CAFU will provide a secure payment link via email or SMS for the PURCHASER to complete the payment online.
c) Direct Debit: PURCHASER may set up direct debit arrangements, and payment will be automatically debited according to the schedule and amount specified by CAFU
7.6. Refunds, Oversupply and Adjustments
All sales are final, and refunds are not generally provided unless otherwise agreed upon in writing by CAFU. In the event that, for any reason including but not limited to a technical glitch, human error, or operational oversight, CAFU supplies an amount of Product exceeding the prepaid amount provided by the PURCHASER (“Over-Supply”), the PURCHASER agrees and acknowledges that payment for the Over-Supply becomes due immediately upon receipt of an invoice or notification from CAFU. The PURCHASER is obligated to make payment without any delay, dispute, or offset. Failure to remit payment for the Over-Supply immediately shall constitute a breach of these Terms and may result in the suspension of further deliveries, legal action for recovery of the outstanding amount, and any other remedies available to CAFU.
7.7. Changes to Payment Terms
CAFU reserves the right to update or amend these payment terms at any time by amending these GTC and/or the STC, without the need of a notice to PURCHASER, and continuing to purchase the Products will imply PURCHASER’s acceptance of the new terms.
7.8. Non-Payment Consequences
If payment is not received prior to the scheduled delivery or within any specified prepayment period, CAFU reserves the right to withhold or cancel the delivery. In cases of non-payment, CAFU is entitled to suspend services or terminate the account, without prior notice to the PURCHASER.
7.9. Late Payment & Cancellations
Time shall be of the essence in relation to all payment terms in this Agreement. In cases where payment is not received within the required timeframe or if the payment method fails, CAFU reserves the right to cancel, refuse, delay or suspend delivery of the Product until payment is successfully received. The PURCHASER is responsible for any bank fees or transaction charges that may apply for certain payment methods, as well as any late fees for overdue payments.
8. Suspension and Termination of Operations
8.1. Right to Suspend Operations
CAFU reserves the right to suspend or terminate delivery of the Product immediately if the PURCHASER fails to make payment as required. Suspension may occur without prior notice, and the PURCHASER remains liable for any outstanding amounts and/or committed amounts owed to CAFU.
9. Liability and Indemnity
9.1. PURCHASER indemnifies, defends, and holds harmless CAFU, its Affiliates, owners, directors and employees, against any liability (whether strict, absolute or otherwise) for any claim, loss, damage, cost, and expense and other costs of litigation on account of any injury, disease or death of persons (including, but not limited to, PURCHASER's employees) or damage to property (including, but not limited to, PURCHASER's property) to the extent arising out of or in connection with PURCHASER’s negligence or any failure by PURCHASER to comply with any of its obligations under this Agreement.
9.2. All Product deliveries are subject to availability. CAFU does not guarantee the continuous or uninterrupted supply of the Product and may be unable to fulfill orders due to factors beyond its control, including but not limited to supply chain disruptions, fuel shortages, technological or operational constraints. CAFU retains the discretion to limit or withhold Product supply at any time. CAFU will not be liable to the PURCHASER or any third party for any damages, losses, or costs arising from the inability to supply the Product, regardless of the cause. The PURCHASER agrees that non-supply of the Product does not constitute a breach of these GTC’s or any agreement with CAFU.
9.3. CAFU shall not be liable to PURCHASER for any indirect, incidental or consequential losses, claims, or damages, including but not limited to any loss of profits, revenues, goodwill or business opportunities, even if advised of the possibility of such losses, claims or damages.
9.4. PURCHASER undertakes that CAFU shall deliver the Product to PURCHASER for PURCHASER's own benefit and immediate consumption and as such PURCHASER recognises that if PURCHASER suffers loss as a result of CAFU’s breach of its obligations under this Agreement, CAFU’s liability shall be subject to the following that:
a) CAFU shall only be liable for material breach of its obligations under this Agreement and any claims of loss shall be against CAFU only and not against any of its officers, employees, or consultants;
b) in the event that damage has occurred as a result of any person having acted or having omitted to act in their capacity as director, CAFU shall only be liable if such damage has occurred as a result of such person’s deliberate recklessness or willful misconduct;
c) CAFU;s liability shall be limited to the amount paid-out under a relevant claim by CAFU’s general liability insurance policy. Where the insurance company makes no payment under such insurance policy, CAFU’s total liability to PURCHASER in respect of losses or claims arising under or in connection with this Agreement in respect of an event or a series of related events, whether as a result of breach of contract, breach of warranty, breach of statutory duty, negligence or other misdeed, shall not exceed a) if the above breach of contract consists of a failure to deliver, the purchase price of the Product had it been delivered, or b) if the above breach gives rise to other claims, the total amount paid to CAFU for the Product in any 6 months’ period immediately preceding the event of loss happening; and
d) all claims against CAFU under this Agreement shall lapse 6 months after latest of (a) the breach/act/ or omission that caused the loss or damage, or (b) the date on which PURCHASER became aware of the existence of a claim in respect of such breach/act or omission unless within such 6 months’ period proceedings have been issued in a court of competent jurisdiction and served CAFU.
9.5 Notwithstanding anything to the contrary in this Agreement, CAFU’s total liability to PURCHASER in respect of losses or claims arising under or in connection with this Agreement in respect of an event or a series of related events, whether as a result of breach of contract, breach of warranty, breach of statutory duty, negligence or other misdeed, shall not exceed a) if the above breach of contract consists of a failure to deliver, the purchase price of the Product had it been delivered, or b) if the above breach gives rise to other claims, the total amount paid to CAFU for the Product in any 12 months’ period .
9.6 Where both CAFU and PURCHASER are jointly liable for the same loss or damage, the parties agree that both CAFU and PURCHASER shall contribute to such liability or a proportion of the liability to the extent that such a party has caused or contributed to the cause of such loss or damage.
9.7 Any indemnity or relief from or limit of liability in favour of CAFU or PURCHASER shall extend to and apply for the benefit of their respective Affiliates, owners, directors, and employees.
10. Force Majeure
Neither CAFU nor PURCHASER shall be liable in damages or otherwise for any failure or delay in performance of any obligation hereunder other than obligation to make payment, where such failure or delay is caused by force majeure, being any event, occurrence or circumstance reasonably beyond the control of that party, including without prejudice to the generality of the foregoing failure or delay caused by or resulting from acts of God, pandemics, epidemics, strikes, fires, floods, wars (whether declared or undeclared), riots, destruction of the Product, embargoes, accidents, restrictions imposed by any governmental authority (including allocations, priorities, requisitions, quotas and price controls) or any other man-made/natural disasters.
11. Term and Termination
11.1. The Agreement shall commence on the Effective Date and continue for a period of 3 years (the “Initial Term”) and shall automatically renew after this Initial Term for a renewal term unless terminated in accordance with the terms of this Agreement.
11.2. Subject to clause 11.1 and without prejudice to any other rights or remedies, PURCHASER may terminate this Agreement by providing 30 (thirty) days written notice to CAFU.
11.3. Without prejudice to any other rights or remedies CAFU shall be entitled to terminate this Agreement at any time with immediate effect for whatsoever reason by providing PURCHASER with written notice.
11.4. On termination of this Agreement all monies owed to CAFU shall become immediately due and payable, and the rights and obligations of the parties under this Agreement shall terminate and be of no further effect, except for those provisions that by their nature are intended to survive termination.
11.5. Notwithstanding 11.1, either party may terminate the Agreement at any with immediate effect by giving written notice to the other party if;
a) the other party commits a material breach of any of its obligations which is incapable of remedy;
b) a party is in material breach of its obligations under this Agreement, and such party fails to remedy such breach or default within 30 (thirty) days from the date of receipt of a written notice of such breach from the other part; or
c) a party ceases or threatens to cease carrying on its business or becomes insolvent, is wound up, goes into liquidation.
12. Confidentiality and Data Protection
12.1. Each party undertakes that it shall not, without the written consent of the other party, at any time during this Agreement and for a period of 2 (two) years after termination disclose to any person or third party any confidential information concerning the business, affairs, customer, clients or suppliers of the other party or of any member of its group, including information relating to a party's operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers (the “Confidential Information”), except as permitted by 12.2.
12.2. Each party may disclose the other party's Confidential Information:
a) 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 or in connection with this Agreement. 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
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party or to be implied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright, or other intellectual property right held, made, obtained or licensable by either party now or in the future.
12.4. Each party acknowledges and agrees to comply with the relevant applicable data protection laws and regulations.
13. Variation
CAFU reserves the right to amend these GTC’s at any time. Any changes will be posted on our website and will become effective immediately. The PURCHASER is responsible for reviewing these GTC’s periodically for updates.
14. Invalidity
If at any time any provision of this Agreement is or becomes illegal, invalid, void or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.
15. Assignment
PURCHASER may not assign or transfer any or all of its rights and obligations under this Agreement without the prior written consent of CAFU.CAFU may at any time assign or transfer its rights and obligations under this Agreement to any of its Affiliates.
16. No Partnership
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party.
17. Notices
Any notice shall be sufficiently given if it is in writing and is sent by either email as advised by the parties or Emirates Post, recorded delivery post, recognized international courier or delivered in person, or sent by email or fax transmission to the other party at the addresses or email addresses or numbers specified from time to time by the party to whom the notice is addressed. Such notices sent by email or fax shall be deemed received upon successful transmission or evidenced by the sender's printed transmission report, and notices sent by post shall be deemed received upon delivery to the specified address. Contemporaneously with the delivery of notice as specified above, a party shall send also send a courtesy copy of such notice by email to the other party and such courtesy emailed copy shall be effective for notice purposes hereunder.
18. Entire Agreement
18.1 This Agreement forms the whole agreement between the parties in respect of its subject matter and supersede all previous agreements between the parties, whether oral or in writing, relating to the same.
18.2 Each party acknowledges that, in agreeing to enter into this Agreement, it has not relied on any express or implied representation, warranty, collateral contract or other assurance made by or on behalf of the other party before the signature of this Agreement.
19. Governing Law and Jurisdiction
19.1 This Agreement shall be governed by the federal laws of the UAE as applied by the Courts of the Emirate of Dubai and any claims arising out of or in connection with this Agreement shall, subject to clause 19.2 be finally resolved by the Dubai Courts.
19.2 If a dispute arises out of or in connection with this Agreement or the performance, validity, or enforceability of it (Dispute(s)) then except as expressly provided in this Agreement, the parties shall follow the procedure set out in this clause:
a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the General Manager of CAFU and the General Manager of PURCHASER shall attempt in good faith to resolve the Dispute;
b) if the General Manager of the CAFU and the General Manager of PURCHASER are for any reason unable to resolve the Dispute within 30 (thirty) days of service of the Dispute Notice, the Dispute shall be referred to the Chief Executive Officer (the “CEO”) and Chief Legal Officer of CAFU and the CEO of PURCHASER who shall attempt in good faith to resolve it; and
c) if the CEO and the Chief Legal Officer of CAFU and the CEO of PURCHASER are for any reason unable to resolve the Dispute within 30 (thirty) days of it being referred to them, the parties agree that the Dispute shall be finally resolved in accordance with clause 19.1
19.3 Nothing in this Agreement shall prevent or prohibit either party from seeking urgent interim relief in any court of competent jurisdiction, including pre-arbitral attachments, temporary restraining orders temporary injunctions, permanent injunctions and/or orders of specific performance, as may appear reasonably necessary to preserve the rights of either party.
An authorized signatory of PURCHASER has accepted and acknowledged these General Terms and Conditions, which shall together with the Special Terms and Conditions form this Agreement.
