General Terms and Conditions

General agreements material to the stockpile of Rulexx® marked oils items and administrations in the UAE

Without even a trace of Supply Understanding which has been endorsed for Rulexx® and the Purchaser, all Items and Administrations are provided subject to Rulexx’s General Agreements of Supply nitty gritty underneath and (where important) the Conveyance Commitment (together this ‘Understanding’). Without constraint, submitting a request (which is consequently acknowledged by Rulexx®) or potentially lifting as well as tolerating the Item will imply acknowledgment of this Understanding and will abrogate some other terms or conditions set forward by the Purchaser. To the degree of any irregularity between this Understanding and some other arrangement endorsed by appropriately approved agents of Purchaser and Rulexx®, the provisions of the last arrangement will apply.

This Agreement will apply just to a singular request and supply of Items or administrations among Rulexx® and the Purchaser and will not be understood as giving a continuous relationship or term contract between the Purchaser and Rulexx. Rulexx® has no commitment to acknowledge any request from the Purchaser and the Purchaser has no commitment to put orders with Rulexx. 

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Payment terms

 Payment for Products and Services shall be due in accordance with the payment terms agreed by Rulexx® and Buyer which are confirmed on the invoice. Payment shall be made by direct debit unless otherwise agreed by Rulexx®.

RULEXX reserves the right to claim interest on late payment and compensation for debt recovery costs to the maximum extent permitted under applicable law if payment is not made in accordance with the agreed Terms. Where the last day for payment falls on a day other than a Working Day, then any such payment shall be made on the nearest preceding Working Day.

RULEXX may at any time withhold and set off any sum due from RULEXX to the Buyer against any sum due from the Buyer or any of the Buyers Affiliates to RULEXX under this Agreement or otherwise.

Unless agreed otherwise, the price to be paid by Buyer for Products will be calculated as follows:

• Rulexx®’s price as shown on Rulexx®’s published price list (the “List Price”) for the Product, grade and quantity in question applicable on the date Product is ordered less any discount agreed with Buyer from time to time unless as per the formula or fixed price mutually agreed between the Parties.
• Any Product uplifted will be credited at the prices charged on the date of order i.e. once the credit block is passed and order confirmation is generated.
• The price to be paid by Buyer for Services shall be agreed with Rulexx® in writing prior to the performance thereof.
• The pricing is based on the Product specifications detailed by Rulexx®. Any change to the Product specifications, whether mutually agreed by the Parties or mandated by law or regulation, may warrant a corresponding change in the pricing, on a case-to-case basis.

In situations that delivery of Products is made to any of the Buyer’s Delivery Point i.e. either to a location other than the Delivery Point designated in writing, and/or by a delivery mode other than the mode of delivery designated in writing, the cost of trans-shipment shall be borne solely by the Buyer which shall be based on the actual cost of trans-shipment and delivery.

The price to be paid by Buyer for Services shall be notified by Rulexx® prior to the performance thereof.

Unless otherwise agreed to the contrary, the Buyer has the option of either opting for an advance payment route or the standard credit route; In both instances the Buyer shall be bound by the standard operating procedure and credit policies of RULEXX, as applicable from time to time

Buyer shall pay Rulexx® any invoiced amount within the period as has been agreed by Rulexx® in writing.

Rulexx® will notify Buyer in writing of the amount of Buyer’s credit limit (inclusive of VAT/GST) following a request by Buyer or if RULEXX deems it necessary. The credit limit may be reduced or withdrawn by RULEXX at its sole discretion at any time and without prior notification to Buyer.

The Buyer’s credit limit shall be fully secured by a bank guarantee, cash security or letter of credit issued by a bank acceptable to Rulexx®, or such other forms of security as may be acceptable to Rulexx®. Any expiring security or collateral would automatically reduce the credit line by an amount equal to the expiring security/collateral.

If at any time the reliability or the financial responsibility of Buyer (or of any guarantor or other person furnishing security in support of Buyer) should, in Rulexx®’s opinion, be or become impaired or unsatisfactory or should Buyer exceed its credit limit, then Rulexx® may in its absolute discretion, vary the manner and/or terms on which Buyer shall make payment for Product and /or Services or demand (additional or another form of) security from Buyer.

Time shall be of the essence in relation to all payment or repayment terms in the Agreement and any variations to those terms. If Buyer fails to make any payment under the Agreement on the date it falls due then Rulexx® may suspend any outstanding deliveries and/or terminate the Agreement with immediate effect at any time by notifying Buyer in writing.

At the sole discretion of Rulexx®, in the event the outstanding unpaid purchases of Buyer, even if not yet due and demandable, reaches the credit limit as agreed by Rulexx®, all subsequent purchases of Product by Buyer shall be on “pre-paid” basis, i.e. the price of the Product shall be payable by Buyer with funds cleared prior to loading. Accordingly, Rulexx® shall have the right to suspend and refuse deliveries to Buyer unless tender of payment is made and funds cleared.

If Buyer fails to pay its purchases within the agreed credit term, all subsequent purchases of Product by Buyer shall be on pre-paid basis, i.e. the price of the Product shall be payable by Buyer with funds cleared prior to loading of the Products. Accordingly, RULEXX shall have the right to suspend and refuse deliveries to Buyer unless tender of payment is made and funds cleared.

If Buyer fails to make any payment hereunder on the date it falls due then, interest will accrue with retrospective effect from the date on which such amounts fell due up to and including the date on which payment is received by Rulexx®, at the rate equal to 7% (seven percent).

Buyer acknowledges that Rulexx®’s withholding or termination of credit privileges does not constitute a constructive termination of this Agreement, nor does it relieve either Party of any duties or obligations under this Agreement.

Taxes

 Prices charged by Rulexx® are in principle exclusive of sales taxes, VAT, GST and other similar indirect taxes. All such taxes incurred in connection with the supply of Products will be billed to, and paid by the Buyer. Only in cases advised by Rulexx® will prices be inclusive of VAT/GST. Prices are inclusive of all other taxes, imports and duties leviable by any fiscal authority having authority unless such Product is exempt from any such tax, import or duty under and in accordance with the applicable law. Buyer warrants and undertakes that Product and Services supplied under this Agreement will not be used in contravention of applicable laws.

Quality

 Any Product shall conform with any specification or description set out in Rulexx® literature published in relation thereto as current from time to time. Product will be fit for the purpose set out in RULEXX literature and not for any other purpose whatsoever and all other warranties (express or implied), terms or conditions are expressly excluded.

RULEXX shall perform the Services in a competent manner on a best effort basis, with reasonable skill and care, in conformity with any requirements of applicable law and in compliance with the Rulexx® General Business Principles. RULEXX shall perform the Services as an independent consultant and in an advisory capacity. The full responsibility for any use made of the Services shall rest exclusively with Buyer.

In case Rulexx® has expressly committed to the Services, RULEXX shall on a best effort basis make available to Buyer, on the terms agreed in writing the assistance of Rulexx®’s technical and operational staff to advise and train Buyer’s personnel in the proper and safe utilization, handling and storage of petroleum products.

For the avoidance of doubt, it is expressly understood that the advice and training to be made available as part of the Services by RULEXX to the Buyer shall be consistent with the standard practices of RULEXX and/or the oil industry. The Buyer expressly agrees and acknowledges that it shall, at its own cost, consider such advice and training and determine its applicability and/or compatibility to the Buyer’s operations.

Quantity and measurement

Rulexx® shall be responsible for measurement of the quantity of Product delivered for the purposes of preparing accounts which shall be conclusive and binding in the absence of manifest error on the part of RULEXX.

Buyer is entitled to be represented at the taking of measurements for bulk deliveries if it so requests. RULEXX does not accept any responsibility whatever for discrepancies in Buyer’s tanks, dip rods or other measuring devices or any discrepancies arising there from the quantity of bulk Product actually delivered may vary by up by up to 10% (either way) in the case of lubricants from the quantity ordered by the Buyer. RULEXX will charge the price for the quantity delivered but any load concessions agreed with the Buyer for which the order might otherwise have qualified will still be applied.

Delivery

 Products shall be delivered to Buyer or procured to be delivered on the days, between hours and in loads of minimum and/or maximum quantity as may from time to time be prescribed by RULEXX, and Buyer shall request deliveries under this Agreement accordingly and shall allow reasonable time for RULEXX to deliver. Buyer warrants and undertakes to provide suitable facilities to allow safe offloading.

The cost of uplifts requested by Buyer or caused by Buyer’s default may be charged to Buyer. With Rulexx®’s consent Buyer may collect Products itself or by sub-contractor directly from a designated RULEXX location.

The collection vehicles shall be suitable for delivering Products of the type and quantity to be collected and compatible with the facilities available at the Rulexx® location. Vehicles must be insured, licensed and in proper roadworthy condition.

Drivers of vehicles must be qualified, equipped for taking delivery of Products and must strictly comply with all safety and other requirements of applicable law and as stipulated by Rulexx® at each location. Rulexx® accepts no liability for any damage, losses, claims, liabilities, costs and expenses of any kind arising from failure to comply with the provisions of this clause.

Minimum delivery lead times will be 14 (fourteen) working days from the date of order with exception of the following Sales keeping Unit SKU: Imported products

Product discrepancy/Damaged product

Packed Products: The Buyer should inspect the Product and packaging on delivery to verify quantity and check for damage. The Buyer will be required to sign a delivery note indicating that it has inspected and accepts the Products as described on the delivery note.

RULEXX will not accept any returns of packed Products following signature of the delivery note for whatever reason unless delivery comprised mixed packed pallets which could not reasonably be inspected at delivery (“qualifying mixed pallets”) in which case Buyer will have two working days to inspect the Products and notify Rulexx® of any fault and submit a return request. All return requests/ faults must be submitted to Rulexx® by telephone. The Buyer will incur a return order surcharge where the contamination arose as a result of the Buyer or its agents’ default.

To the extent permitted by law, Rulexx® will not be liable to rectify damaged Product/ short deliveries where the Buyer has signed a delivery note or, in the case of qualifying mixed pallets, notified Rulexx® outside the two working days time limit.

Bulk Products: Bulk lubricant returns will only be carried out by Rulexx®  in exceptional circumstances only (at Rulexx®’s discretion) if there has been a contamination by the Buyer. All return requests must be submitted by telephone/email and agreed by RULEXX before returning to the authorized depot. The Buyer will incur a return order surcharge where the contamination arose as a result of the Buyer or its agents’ default.

Rulexx trademarks, confidentiality and formulations

 All Intellectual Property Rights, and any Branded Materials or literature supplied by Rulexx® in connection with this Agreement, shall be and remain the property of Rulexx® or the relevant RULEXX Affiliate, and Buyer shall not be entitled to or claim, and shall procure that its Affiliates or agents do not claim, ownership of or any rights in the same. Buyer further acknowledges that any use or display of the Rulexx® Trade Marks pursuant to this Agreement shall be deemed to be use by RULEXX or the relevant Affiliate of RULEXX, and furthermore that any goodwill attaching to the Rulexx® Trade Marks and arising out of such use or display shall accrue to and be for the benefit of, Rulexx® or the relevant Affiliate of Rulexx®. Nothing in this Agreement shall give Buyer, its Affiliates or it agents any proprietary interest in or title, claim or right whatsoever to any of the Rulexx® Trade Marks.

Buyer shall not, and shall procure that its resellers and agents do not, without the prior written consent of RULEXX in its absolute discretion:

• negotiate, renew or enter into any sponsorship, advertising or similar arrangement which would involve use or display of any of the Rulexx® Trade Marks; or
• engage any brand service provider (e.g. advertising or media agency or market research company) in connection with activities which would involve use or display of any of theRulexx® Trade Marks; or
• ·commission, release, display or use any advertising or promotional materials in any media in connection with Rulexx® or the Products and involving use or display of any of the RULEXX Trade Marks, other than those materials and templates provided or made available by Rulexx®; or
• ·erect or otherwise display any signage or advertising hoardings displaying any of the RULEXX Trade Marks, other than as may be supplied or approved by Rulexx®.

Buyer shall immediately discontinue any use of the Rulexx® Trade Marks on expiration or termination of this Agreement.

Where any specification has been supplied by Buyer for Product manufacture by or to the order of Rulexx® Buyer warrants that the use of that specification for the manufacture, processing, assembly or supply of Product to be sold under this Agreement shall not infringe the rights of any party.

No warranty or condition, express or implied, shall be given by RULEXX in respect of the merchantability or fitness for purpose of any Product supplied that has been manufactured in accordance with Buyer’s product specification.

Buyer shall promptly notify Rulexx® on becoming aware of any infringement or suspected or apparent or threatened infringement of, or any actions, claims or demands or proceedings in relation to, any Intellectual Property Rights and shall render to RULEXX all the assistance Rulexx® may require in connection therewith, incidental thereto or arising thereunder, including the prosecution (at Rulexx®’s expense) of any actions that Rulexx® may deem necessary to commence for the protection or defence of any of its rights.

Buyer agrees not to alter the decoration or visible design of packaged Product in any way or to remove, obliterate or otherwise deface the trademarks appearing thereon.

Health, safety and environment

Rulexx® is committed to the promotion of health and safety and to proper regard for the environment in respect of all its activities. RULEXX issues health and safety data sheets for Products and Buyer shall be responsible for ensuring that its employees, contractors and customers read and observe all instructions and recommendations. Replacement health and safety data sheets may be obtained for the Products by writing to Sales Support of Rulexx® Markets Middle East, at any address notified to the Buyer from time to time.

Buyer shall ensure that all installations and equipment used with Products are set up, maintained and operated in such manner to avoid accidents which could have reasonably been anticipated and shall do everything necessary to prevent Products, used or unused, entering drainage, sewage systems, water courses or soil. Buyer is required to co-operate, so far as it can reasonably, with RULEXX in implementing measures designed to improve health, safety and environmental performance. The Buyer shall ensure all oil storage facilities comply with Environmental Law Number 4 for the year 1994 or any other laws or regulations that may come into force in the future.

Trade control laws

Buyer confirms and warrants that it is knowledgeable about Trade Control Laws applicable to the performance of the Agreement including the lists of Restricted Parties. Buyer shall comply with all applicable Trade Control Laws in the performance of this Agreement, etc and in particular the Buyer undertakes that it shall not, and shall procure that its contractors and agents shall not, do anything in connection with the performance of this Agreement which causes Rulexx® to (a) be exposed to a risk of being added to any Restricted Party list or otherwise becoming the target of any national, regional or multilateral trade or economic sanctions under Trade Control Laws; or (b) be in breach of any Trade Control Laws.

Rulexx® shall not be obliged to perform any obligation under this Agreement, shall not be liable for damages or costs of any kind (including but not limited to penalties) for any delay or non-performance, and shall be entitled to suspend or terminate this Agreement with immediate effect [or subject to a reasonable time-period if permitted under Trade Control Laws], if Rulexx® determines that:

1. such performance would expose the Buyer to a risk of being added to any Restricted Party list or otherwise becoming the target of any national, regional or multilateral trade or economic sanctions under Trade Control Laws and/or; or be in breach of any Trade Control Laws; or
2. Buyer has failed to comply with the requirements of this clause; or
3. Buyer becomes a Restricted Party;

In the event RULEXX suspends deliveries/supplies or terminates the Agreement pursuant to this clause, RULEXX suspending or terminating shall not be liable to the Buyer for any damages or losses for any delay or non-performance, except to refund any money paid by the other Party for the Products that were not delivered to the extent such refund is not inconsistent with Trade Control Laws.

Where requested to do so by RULEXX, Buyer will supply RULEXX with such evidence as RULEXX may reasonably request to demonstrate Buyer’s compliance with this clause, including to verify the final destination of the Products supplied by RULEXX and to demonstrate that controls are in place which actively support compliance with Trade Control Laws applicable to the performance of the Agreement.

Liability

Notwithstanding any other provision in this Agreement, neither Party shall be liable to the other Party under or in connection with this Agreement for loss of actual or anticipated profit, losses caused by business interruption, loss of goodwill or reputation, or any indirect, special or consequential cost, expense, loss or damage EVEN if such cost, expense, loss or damage was reasonably foreseeable or might reasonably have been contemplated by the Parties and whether arising from breach of contract, negligence or other tort, breach of statutory duty or otherwise.

Notwithstanding anything to the contrary in this Agreement and to the maximum extent permitted by the applicable law, RULEXX’s total liability to Buyer 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 tort, shall not exceed the purchase price of the relevant delivery or lifting of the Product (at the time of the delivery or lifting), or if the above breach of contract consists of a failure to deliver, the price of the Product had it been delivered and invoiced.

Any indemnity or relief from or limit of liability in favor of Rulexx® or Buyer shall extend to and apply for the benefit of their respective Affiliates, directors, and employees.

Notices

 Any notice shall be sufficiently given if sent by first class prepaid post, registered post, recorded delivery or special delivery, or in person or by facsimile transmission (and confirmed by pre-paid first class mail placed in the post on or on the day after the date of transmission) to the other party and shall be deemed received on the next postal delivery day except for facsimile transmission which shall be deemed received on successful transmission evidenced by the sender’s printed transmission report.

Third party rights

 Where any clause in this Agreement confers a benefit or benefits on an Affiliate of either RULEXX or the Buyer (each a “Third Party Beneficiary”) the Parties intend that each Third Party Beneficiary shall be entitled by virtue of Civil Law Number 131 for the year 1948 (Rights of Third Parties) to enforce the benefits conferred on it by virtue of this law.

No variation or termination of this Agreement, even if that variation or termination affects the benefit conferred on a Third Party Beneficiary shall require the consent of any Third Party Beneficiary.

Amendment or modification

 No amendment or modification of any of the provisions of this Agreement, or the rights or obligations of the parties shall be valid unless it is agreed in writing by each of the parties, and specifically refers to this Agreement.

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.

Information

Data supplied, whether personal or otherwise, by a Buyer and/or which relates to a Buyer’s account will be held and processed by computer or otherwise by Rulexx® to operate the Buyer’s account(s); to confirm, update and enhance Rulexx®’s Buyer records; for statistical analysis; to establish any identity or otherwise as required under applicable legislation; to assess each Buyer’s credit status on an ongoing basis; and otherwise as considered necessary or appropriate by Rulexx®. In each case the processing may continue after the Agreement has ended.

Alternatively, Buyer may be requested to complete or fulfil other checks as may be necessary to satisfy credit assessments, money laundering or fraud detection requirements.

Within the limits accepted by law, Rulexx® may disclose data relating to the Buyer and/or a Buyer’s account(s) to

1. a) a credit reference agency where it may be accessed by other financial institutions to assist assessment of any application for credit made to Rulexx® and for debt tracing and fraud prevention;
2. b) to any agent or sub-contractor of Rulexx® performing services in connection with the Buyer’s account;
3. c) to any person to whom Rulexx® proposes to transfer any of its rights and/or duties under this Agreement;
4. d) to any guarantor or person providing security in relation to Buyer’s obligations under this Agreement;
5. e) as required or permitted by law or any regulatory authority;
6. f) as otherwise considered necessary or appropriate by Rulexx®.

Without prejudice to any other provisions for termination contained in this Agreement, all monies due and owing by the Buyer to RULEXX shall become due and payable forthwith if Rulexx® discovers that any information provided by the Buyer to Rulexx® is materially inaccurate..

RULEXX’s principles and policies

Buyer and Rulexx® will base their relationship on mutual respect, honesty, and integrity. Neither party may accept or solicit gifts, entertainment, or other social favours to influence business decisions. Courtesies of nominal value and social invitations customary and proper under the circumstances are not unethical as long as they imply no business obligation whatsoever or do not involve significant or out-of-the-ordinary expense.