Contract Logistics Standard Terms and Conditions -…

1. DEFINITIONS & INTERPRETATION

1.1 In these terms and conditions, the following words shall have the following meanings:

AED means the lawful currency of the United Arab Emirates;

Agreement means the contract constituted by the following documents: (i) the Confirmation; (ii) these Standard Terms and Conditions; (iii) the Specification and (iv) any rules, requirements and/or schedules annexed or attached to the Confirmation;

Charges means the charges specified in the Confirmation;

Commencement Date means the date for the commencement of the Services specified in the Confirmation, or if no date is specified in the Confirmation or if earlier, the date on which GAC commences the provision of the Services;

Contract Year means a period starting on the Commencement Date or an anniversary thereof and, subject to earlier termination in accordance with Clauses 2.4, 2.5, 6.4.3 or 15.5, ending twelve (12) months after;

Control means, in relation to any entity:

(a) the right to exercise, directly or indirectly, more than 50 per cent. of the voting rights attributable to the management of that entity; and/or

(b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that entity,

and "Controlled" and "Controlling" shall be construed accordingly;

Confirmation means the email or other document containing the confirmation of the appointment of GAC by the Customer to provide the Services;

Customer means the person at whose request GAC provides the Services as specified in the Confirmation;

Cyber Event means any actual or suspected action by a third party which affects the computers, computer system, computer software and/or information and communication technology system of one or more person(s) through or by the use of code, computer virus, process or any other means whatsoever, without the consent of the affected person(s);

Dangerous Goods means goods which are or may become dangerous, hazardous, noxious (including radioactive materials), inflammable, explosive or which are or may become liable to damage any property or person whatsoever;

End-Products means the final Goods after the provisions of the Value-Added Services by GAC;

Force Majeure includes official or unofficial industrial action, industrial sabotage, industrial dispute (in each case, whether or not relating to that Party's workforce), fire, shortage of, inability or delay in obtaining fuel, supplies, labour, materials or services, act of Government or statutory authority, acts of God, acts of war, terrorism, Cyber Events, shortage of fuel, software defects or failures, epidemics, abnormal weather conditions and other events which are beyond a Party's reasonable control;

GAC means GAC Shipping and Logistics L.L.C., a company incorporated and registered in the Emirate of Abu Dhabi with commercial licence number CN-2757370, whose registered office is at P.O. Box 110053 Abu Dhabi, UAE.

GAC Personnel means all personnel of GAC involved in the performance of GAC's obligations under this Agreement;

GAC Sanctions Policy means GAC's sanctions policy from time to time, which can be found here :

Goods means the goods as further described in the Confirmation that are the subject of the Services together with any pallets, cages and packaging materials and goods of a reasonably similar nature;

Group Company means any entity Controlled by, Controlling or under common Control with either Party to this Agreement;

Intellectual Property means any patent, copyright, registered design, unregistered design right, trademark, business method or other industrial or intellectual property owned or used by a Party together with any current applications for any registrable items of the foregoing;

Parties means GAC and the Customer (and each individually a Party);

Services means the services detailed in the Confirmation which may comprise of:

(a) Warehousing Services;

(b) Transport Services;

(d) any other services to be provided by GAC pursuant to the Agreement as detailed in the Confirmation;

Shipment means a consignment of Goods and/or End-Products sent at one time by or for the Customer from one address to another address;

Specification means the specification for the End-Products;

Territory means countries or region specified in the Confirmation;

Third Parties shall have the meaning assigned in Clause 10.2;

Transport Services means the carriage of Goods and/or End-Products by road;

UAE means the United Arab Emirates;

Value Added Services means the value-added services to be provided in order for the Goods meet the requirements of the Specification;

Warehouse means GAC's storage and handling facilities as detailed in the Confirmation and any other facility from which GAC provides the Services;

Warehousing Services means the receipt, handling, storage and dispatch of the Goods and the End-Products and any services relating to the same; and

Working Day means Monday to Friday (inclusive) excluding any bank, statutory and public holidays in the United Arab Emirates, Christmas Day and Easter Sunday, between 8am and 4pm (unless otherwise agreed by the Parties in the Confirmation).

1.2 References to an enactment, order, regulation or other similar instrument shall be deemed to include reference to any amendment by any subsequent enactment, order, regulation or similar instrument.

1.3 Clause, annex and appendix headings are for convenience of reference only and are not to be taken into account in construction.

1.4 In this Agreement, unless the context requires otherwise:

1.4.1 words in the singular shall be deemed to include the plural and vice versa;

1.4.2 words importing any particular gender shall include all other genders;

1.4.3 references to persons shall include bodies of persons whether corporate or incorporate;

1.4.4 words importing the whole shall be treated as including a reference to any part of the whole; and

1.4.5 the words include(s) or including shall be deemed to have the words "without limitation" following them.

1.5 If there is any ambiguity, inconsistency, or conflict between the provisions of any of the documents comprising the Agreement, then unless otherwise stated, the documents take precedence in the order set out above in Clause 1.1 (definition of Agreement).

2. APPOINTMENT AND TERMINATION

2.1 This Agreement shall take effect from the Commencement Date and shall continue in effect thereafter unless and until terminated in accordance with Clause 2.4, 2.5, 6.4.3 or 15.5.

2.2 Subject to payment of the Charges in accordance with Clause 6, GAC will provide the Services in accordance with the terms of this Agreement.

2.3 The Services will be provided on each Working Day. Any Services required outside the Working Days will incur additional charges to be agreed between the Parties.

2.4 Either Party may terminate the Agreement on thirty (30) days' written notice.

2.5 Without prejudice to any accrued rights and remedies under the Agreement, the Agreement may be terminated immediately by written notice on the occurrence of any of the following events (provided such notice to terminate is given within three (3) months of the occurrence of the event):

2.5.1 by either Party if the other Party commits any material breach of any of its obligations under the Agreement, which it fails to remedy within twenty-one (21) days of the date of service of a written notice specifying the breach (or such longer period as the notice may specify);

2.5.2 by either Party where there is a change in Control of the other party or of its ultimate holding company, which in the reasonable opinion of the Party giving notice, detrimentally affects its business interests; or

2.5.3 by either Party if the other Party enters into liquidation or administration whether compulsory or voluntary otherwise than for the purpose of amalgamation or reconstruction or compound with its creditors or has a receiver (including an administrative administrator, trustee or similar officer) appointed over all or part of its assets or its undertaking or part thereof or if it shall make any composition or arrangement with its creditors or if any action, application, petition or proceeding shall be initiated relating to any of the above matters or to any inability to pay debts or to credit worthiness or if it is unable to pay its debts.

3. CO-OPERATION

3.1 The Parties shall cooperate in good faith to ensure the smooth and efficient performance of the Services.

3.2 GAC shall provide the Customer with such information concerning the performance of the Services as the Customer reasonably requires from time to time.

3.3 The Customer will notify GAC in writing of all changes in its business which could have an impact on the Services.

4. OBLIGATIONS OF GAC

4.1 During the term of this Agreement, GAC shall:

4.1.1 provide the Services with reasonable care, diligence, skill and judgment and shall have due regard to the interests of the Customer in exercising any discretion permitted under this Agreement;

4.1.2 provide suitably qualified, trained and equipped GAC Personnel to perform the Services;

4.1.3 comply with all statutory requirements applicable to the employment of all GAC Personnel;

4.1.4 maintain such operating licenses as are required by law; and

4.1.5 comply with all relevant legislation, statutes, regulations and other enactments including the relevant regulations having the force of law from time to time in relation to the provision of the Services.

4.1.6 While GAC will make every effort to facilitate the timely loading of the Goods at the source and timely unloading of the Goods at the destination, it is understood that GAC does not have direct control over the loading process at the source and/or the unloading process at destination. As such, GAC shall not be held responsible for any delays in the loading process at the source and any delays in the unloading process at the destination. GAC shall not be held liable for any resulting consequences, including but not limited to demurrages, penalties, storage charges, or shipment disruptions arising from delays in the loading process at the source. GAC will, however, endeavor to provide timely updates and notifications related to the loading and unloading process stated in this clause to the best of its ability without assuming any liability for delay.

4.1.7 GAC shall not be held responsible for any incorrect or inadequate documentation prepared by the Customer or its designated Agent. Customer acknowledges that it is required to review all documents and declarations prepared and/or filed, and will immediately advise GAC of any errors, discrepancies incorrect statements, or omissions on any documents/declaration filed on Customer’s behalf. In preparing and submitting applications, documents, import/export declaration, and/or import/export data, GAC shall rely on all information furnished by the Customer or their designated Agent, whether in verbal, written or electronic format. Customer shall use reasonable care to ensure the accuracy of all such information and shall indemnify and hold GAC harmless from any and all claims asserted and/or liability or losses suffered by reason of any incorrect or false statement upon which GAC reasonably relied.

4.1.8 GAC shall not be held responsible or liable for any delays to the shipment caused by shipping lines, including but not limited to, schedule changes, port congestion, or vessel operational issues. Furthermore, it is expressly agreed that any claims arising from shipping delays caused by shipping lines shall be directed to the relevant shipping lines, and GAC shall not be responsible for pursuing or resolving such claims.

4.2 Value Added Services

In relation to any Value-Added Services provided by GAC, the following provisions shall apply:

4.2.1 The Customer may reject any End-Products delivered to it that do not comply with the Specification in any material respect (Defective End-Products), provided that:

(a) written notice of rejection is given to GAC within two (2) days of delivery of the Defective End-Products by GAC or collection of the Defective End-Products by or on behalf of the Customer; and

(b) none of the events listed in Clause 4.2.3 apply.

4.2.2 If the Customer fails to give notice of rejection in accordance with Clause 4.2.1(a), it shall be deemed to have accepted the End-Products.

4.2.3 GAC shall not be liable for any Defective End-Products in any of the following events:

(a) the Customer makes any further use of the Defective End-Products after giving notice in accordance with Clause 4.2.1(a);

(b) the non-compliance with the Specification arises because the Customer failed to follow the instructions for the storage and handling of the End-Products;

(c) the non-compliance with the Specification arises as a result of GAC following instructions given by or on behalf of the Customer;

(d) the Customer alters or repairs the Defective End-Products in any way;

(e) the non-compliance arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions which occurs after they leave the Warehouse; or

(f) the Defective End-Products differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

4.2.4 If the Customer rejects Defective End-Products under Clause 4.2.1, GAC shall in its sole discretion:

(a) take corrective action to rectify such non-compliance; or

(b) pay to the Customer an amount equal to the Charges paid for the Value-Added Services provided in respect of the Defective End-Products,

provided always that GAC's maximum liability under this Clause 4.2.4, including the costs of taking corrective action, shall in no circumstances exceed the maximum aggregate liability limit set out in Clause 9.1.2.

4.2.5 Once GAC has complied with the provisions of Clause 4.2.4, it shall have no further liability to the Customer for the rejected End-Products' failure to comply in all material respects with the Specification. Save as set out in Clauses 4.2.1 and 4.2.4 GAC shall have no liability for any failure of the End-Product to comply with the Specification howsoever arising (whether caused by negligence or otherwise).

4.3 Records, Inspection and Audit

4.3.1 GAC shall keep stock records showing all transactions and proceedings relating to the Goods, the End-Products and the Services to be provided pursuant to the Agreement. Such records shall be kept for a period of eighteen (18) months from date of creation of such record.

4.3.2 GAC shall upon the Customer's request on reasonable prior written notice from the Customer allow the Customer and its duly authorised representatives to have access during Working Hours to the Warehouse and the stock records for the sole purpose of inspecting the Warehouse, Goods, the End-Products and such records and the Customer shall be entitled to take copies thereof or extracts therefrom.

4.3.3 GAC shall carry out (1) detailed stock audit of the Goods and the End-Products in the Warehouse per twelve (12) month period at a date to be agreed by the Parties. Any additional stock audit which the Customer may require GAC to carry out will incur additional charges to be agreed between the Parties.

5. THE GOODS

5.1 The Customer represents and warrants that:

5.1.1 all Goods and End-Products will be safe for storage, handling, processing and/or transport, provided the same are dealt with by GAC in accordance with all reasonable instructions in that regard given by Customer and that, save where GAC has expressly accepted in writing to deal with Dangerous Goods under Clause 5.3, no Goods or End-Products comprise, contain or are packaged in any dangerous, noxious or illegal substance;

5.1.2 all Goods to be stored, handled, processed and/or delivered by GAC will be appropriately packed, labelled and marked and otherwise as may be agreed between the Customer and GAC (such agreement not to be unreasonably withheld or delayed);

5.1.3 the Goods and/or End-Products are suitable for carriage by road;

5.1.4 it is either the owner of the Goods or acting as agent of such owner and is authorised to contract with GAC on the terms of the Agreement in respect of the Goods; and

5.1.5 neither the provision of the Services nor any payment or other transaction relating to the Services will or might expose GAC to any breach of the GAC Sanctions Policy.

5.2 The Customer shall promptly provide GAC with such information, including information concerning the nature of the Goods and/or the End-Products (including amongst other things whether the Goods and/or the End-Products are dangerous or require temperature control), the appropriate manner and method of storage, handling and transportation of the Goods and/or the End-Products and relevant health and safety information relating to the same, execute all documents and do all acts and things reasonably required in order to enable GAC to:

5.2.1 arrange and safely perform the Services; and

5.2.2 comply with all laws, regulations and conditions applicable to the Goods and the End-Products within all actual and potential countries of dispatch, receipt and transit.

5.3 Dangerous Goods

5.3.1 The Customer shall not deliver to GAC or cause GAC to deal, handle, process and/or transport Dangerous Goods unless GAC expressly accepts in writing to deal with the Dangerous Goods. Additional charges may apply to the handling of Dangerous Goods.

5.3.2 If GAC agrees to accept Dangerous Goods, the Customer or someone acting on their behalf, shall give GAC written notice of the nature of the Dangerous Goods prior to GAC's receipt of the Dangerous Goods. The written notice shall include all information necessary for GAC to perform its obligations in connection with the Dangerous Goods in accordance with, all applicable laws, regulations or requirements (or any combination of the foregoing), including obtaining all necessary approvals, consents and/or licenses from the relevant regulatory authorities in order for GAC to be able to store, handle, process and/or transport the Dangerous Goods. Such information must include the characteristics of the Dangerous Goods and the appropriate manner and method of storage, handling, processing and transportation of the Dangerous Goods.

5.3.3 The Dangerous Goods must be distinctly marked on the outside so as to indicate the nature and characteristics of the Dangerous Goods and so as to comply with all applicable laws, regulations and requirements.

5.3.4 Dangerous Goods which have been tendered to GAC in breach of Clause 5.3.1 or which, in the opinion of GAC, constitute a risk to other goods, property, life or health may, at the sole discretion of GAC or any other person in whose custody they may be at the relevant time and without notice to the Customer, be destroyed or otherwise dealt with at the expense and risk of the Customer and without liability to GAC.

5.3.5 If any of the Goods and/or End-Products are likely to taint or affect other goods, or are liable to cause contamination, soiling and/or remedial cleaning expenses to be incurred, or likely to harbour or encourage vermin or other pests, they may, without notice to the Customer, be destroyed or otherwise dealt with at the expense and risk of the Customer and without liability to GAC.

5.4 Goods requiring temperature/environmental control

5.4.1 The Customer shall not deliver to GAC or cause GAC to deal, handle, process or transport Goods and/or End-Products which require temperature, ventilation or any other kind of environmental control (Controlled Goods) unless GAC expressly accepts in writing to deal with such Goods. Additional charges may apply to the handling of Controlled Goods.

5.4.2 If GAC agrees to accept Controlled Goods, the Customer or someone acting on its behalf, shall give GAC written notice of the GAC of the nature of the Controlled Goods, the particular temperature range, ventilation or other special controls to be maintained prior to GAC's receipt of the Controlled Goods.

5.4.3 The Customer undertakes that any Controlled Goods delivered by or on behalf of the Customer has, where appropriate, been properly pre-cooled or ventilated. If the above requirements are not complied with GAC shall not be liable for any loss or deterioration of or damage to the Controlled Goods caused by the Controlled Goods not being at the required temperature or properly ventilated or in the required environment.

5.5 GAC shall have a general lien on the Goods, the End-Products and documents relating to the Goods and the End-Products, funds held and any other goods in respect of which GAC is providing services to the Customer (Other Goods) and any documents relating thereto for payment of all monies due by the Customer to GAC under the Agreement or if GAC reasonably forms the view that the Customer is or is likely to become unable to pay its debts. GAC shall also have a general lien on the Goods, the End-Products and any documents relating to the Goods and the End-Products, funds held and Other Goods and any documents relating thereto for all sums due from the Customer to GAC and/or any Group Company of GAC under any other contract.

5.6 GAC shall be entitled to continue to charge the Customer for any Charges accruing during the exercise of its lien. GAC reserves the right to move any Goods and the End-Products which it holds under lien to alternative storage, provided it shall use reasonable endeavours to keep the Goods and the End-Products safe.

5.7 Where GAC elects to exercise its right of lien in accordance with Clause 5.5, it shall have the right to sell the Goods and the End-Products, Other Goods and documents to satisfy the debt provided that GAC first gives the Customer seven (7) days' written notice in respect of non-perishable Goods and the End-Products and twenty four (24) hours written notice in the case of perishable Goods and the End-Products. GAC shall be entitled to use any monies realised to satisfy the debt and to pay any reasonable costs of sale or disposal.

6. CHARGES AND PAYMENT TERMS

6.1 All the Charges are exclusive of VAT and all other applicable taxes and duties. GAC may in its absolute discretion vary the Charges at any time by giving thirty (30) days' written notice to the Customer.

6.2 GAC's invoices raised pursuant to the Agreement are due for payment within thirty (30) days of the relevant invoice date. All payments due from the Customer under the Agreement (including the Charges) shall be made free and clear from any deduction in respect of bank charges or otherwise and from any set-off, abatement or counterclaim of any kind.

6.3 If the Customer, in good faith, disagrees on reasonable grounds with the amount of, or any amounts within, any invoice submitted by GAC, then the Customer shall pay the amount of the invoice that is payable and not disputed, in accordance with the provisions of Clause 6.2 but shall provide its justification for disputing the amount of, or any amounts within, any invoice in writing within fifteen (15) days of the date of the relevant invoice. The Customer and GAC shall endeavour to resolve the dispute in accordance with Clause 21. For the avoidance of doubt, the Parties agree that the Customer shall only be entitled to withhold the disputed amount and that the balance of any amounts due under a particular invoice, which are not disputed, shall be paid over by the Customer to GAC in accordance with the provisions of Clause 6.2.

6.4 Without prejudice to any other rights or remedies of GAC (whether expressly specified in the Agreement or otherwise) in the event that the Customer fails to pay any of the Charges and/or any other sums due under this Agreement on their due dates for payment GAC shall be entitled to:

6.4.1 on written notice, suspend performance of the Agreement (which may include the suspension of all or any Services already ordered by the Customer under this Agreement) until all sums owing have been paid in full;

6.4.2 charge interest on all sums due at four per cent (4%) per annum over the base lending rate from time to time of HSBC Bank PLC from the due date until payment (whether before or after judgement), such interest to accrue on a daily basis; and/or

6.4.3 terminate the Agreement immediately by giving written notice to the Customer, provided that GAC first gives the Customer fourteen (14) days' written notice requiring payment of the sum due and the Customer has failed to make payment during such period, provided always that the rights set out in this Clause 6.4 will not arise if the Customer has disputed the relevant invoice in accordance with Clause 6.3.

6.5 Customer shall declare and register the excisable goods with Federal Tax Authority (FTA). Excise duty levied on the goods shall be paid by the Customer. In advance of any delivery of the Goods to the warehouse, Customer shall inform GAC about the Goods to be delivered and provide GAC with all information and documents required to observe the laws and regulations relating to excise duty. In the case of delivery of Goods subject to excise duty Customer shall observe all the applicable laws and regulations.

In consideration of the above, Customer undertake to keep GAC indemnified against all actions, proceedings, warranted claims, substantiated losses and liabilities which may be taken or made against GAC or incurred by GAC by reason of or on account of, as a direct consequence of the GAC processing FTA and/or Abu Dhabi customs documentation and providing warehousing and logistics services in accordance with the Agreement.

7. GAC'S LIABILITY FOR LOSS OR DAMAGE TO GOODS AND THE END-PRODUCTS

7.1 GAC's liability for loss or damage to Goods and/or End-Products during Transport Services

7.1.1 Subject to the remainder of this Clause 7, GAC shall be liable for loss, destruction, mis-delivery of or damage to Goods and/or End-Products which occurs during the provision of the Transport Services and which results from GAC's negligence or willful default up to a maximum amount of:

(a) the value of any Goods and/or End-Products lost, destroyed, mis-delivered or damaged (as determined in accordance with Clause 7.3 below); or

(b) a sum at the rate of AED 30 per kilo of gross weight of any Goods and/or End-Products lost or damaged, subject to a limit of AED 20,000 per Shipment,

whichever is the lesser.

7.2 GAC's liability for loss or damage to Goods and/or End-Products for all Services (other than Transport Services)

7.2.1 Subject to the remainder of this Clause 7, GAC shall be liable for loss, destruction of or damage to the Goods and/or the End-Products which occurs during the provision of the Services (other than Transport Services):

(a) but the reason for such loss, destruction or damage is not identifiable (Shrinkage); or

(b) which results from GAC's negligence or willful default up to maximum of AED 350,000 per event or series of associated events.

7.2.2 Tolerance

(a) GAC's liability under Clause 7.2.1 will be measured in respect of each Contract Year. Within twenty-eight (28) days of the end of each Contract Year, GAC shall calculate the net stock difference it is liable for under Clause 7.2.1.

(b) If in any Contract Year the total of the sums calculated in accordance with Clause 7.2.1 is more than the stock loss tolerance for that Contract Year then GAC shall pay to the Customer an amount equal to the excess within twenty-eight (28) days of the same being ascertained.

(i) in respect of the Goods, 0.05% of the aggregate monetary value of all Goods delivered to and dispatched from the Warehouse during that Contract Year (Goods Tolerance); and

(ii) in respect of the End-Products, 0.05% of the aggregate monetary value of all Goods processed as part of the Value-Added Services and the End-Products dispatched from the Warehouse during that Contract Year (End-Product Tolerance),

(together the Tolerances)

(d) In respect of the Goods, in calculating GAC's liability under 7.2.1, the Goods Tolerance will be applied to abate GAC's liability in the following order of priority:

(i) first against loss, destruction of or damage to Goods through Shrinkage; and

(ii) secondly against loss, destruction of or damage to Goods due to GAC's negligence or wilful default.

(e) In respect of the End-Products, in calculating GAC's liability under 7.2.1, the End-Product Tolerance will be applied to abate GAC's liability in the following order of priority:

(i) first against loss, destruction of or damage to End-Products through Shrinkage; and

(ii) secondly against loss, destruction of or damage to End-Products due to GAC's negligence or wilful default.

(f) In each instance, the Tolerances will be absorbed only to the extent that GAC would have been liable but for the Tolerances and accordingly will not be applied in respect of any loss of or damage to Goods and/or the End Products for which GAC would not be liable in any event.

7.2.3 On receipt of any Goods, GAC will so far as reasonably practicable carry out an external check of the condition of the Goods. The delivery notes shall be endorsed with details of any apparent problems.

7.3 Value of Goods and the End-Products

7.3.1 For the purposes of assessing GAC's liability under this Clause 7, the value of Goods will be:

(a) in the case of Goods that are lost, destroyed or mis-delivered:

(i) in respect of Goods imported into the UAE, the landed cost of the Goods as declared to Abu Dhabi Customs; or

(ii) in respect of Goods manufactured in the UAE, the manufacturing costs incurred by the Customer for the relevant Goods (excluding VAT),

less any salvage value; or

(b) in the case of damaged Goods, the reduction in value calculated on the aforesaid basis.

7.3.2 For the purposes of assessing GAC's liability under this Clause 7, the value of End-Products will be:

(a) in case of End-Products that are lost, destroyed or mis-delivered:

(i) in respect of End-Products which consist of Goods imported into the UAE, the landed cost of the End-Products as declared to Abu Dhabi Customs after the provision of the Value-Added Services; or

(ii) in respect of End-Products which consist of Goods manufactured in the UAE, the value of the Goods calculated in accordance Clause 7.3.1(a)(ii) plus the Charges for the Value Added Services paid by the Customer in respect of such End-Products,

less any salvage value; or

(b) in the case of damaged End-Products, the reduction in value calculated on the aforesaid basis.

7.4 Signed Receipts

GAC shall, if so required, sign a document prepared by the sender acknowledging the receipt of the Goods (a Goods Received Note) but no such document shall be evidence of the condition or of the correctness of the declared nature, quantity, or weight of the Goods at the time it is received by GAC and the burden of proving the condition of the Goods in receipt by GAC and that the Goods were of the nature, quantity or weight declared in the relevant document shall rest with the Customer. The Customer shall retain full responsibility for the Goods and risk thereof until such time that GAC has issued a Goods Received Note in respect thereof.

7.5 Exclusions and overall liability for loss of or damage to the Goods and the End-Products

7.5.1 Without prejudice to Clause 7.2.1, GAC will not be liable for:

(a) loss of or damage to any Goods and/or the End-Products due to faulty or inadequate packaging, except to the extent that such loss or damage is due to the negligence of GAC when Clause 7.2.1 may apply;

(b) Goods and/or End-Products retained or confiscated for any reason whatsoever at any customs point, or damaged thereat;

(c) Goods and/or End-Products lost or damaged unless such Goods and/or End-Products were in good and sellable condition when delivered to GAC;

(d) the contents of any sealed carton or container which bears no evidence of having been opened; or

(e) Goods found to be missing on dismantling of any pallet load.

7.5.2 The maximum aggregate liability of GAC under this Clause 7 howsoever arising (whether caused by negligence, willful default or otherwise) during any Contract Year shall not exceed AED 500,000 (or a pro-rata amount for a Contract Year which is less than twelve (12) months).

7.5.3 Save as set out in this Clause 7, GAC shall not be liable for any loss, destruction, mis-delivery of or damage to the Goods and/or the End-Products howsoever arising (whether caused by negligence, willful default or otherwise). Having regard to the nature of the Service and the availability to the Parties of suitable insurance the Parties have agreed that the risks respectively borne by them in relation to loss of, damage to or destruction of Goods or End-Products are reasonable.

8. GAC'S LIABILITY FOR LOSS OR DAMAGE TO THE CUSTOMER'S PROPERTY (OTHER THAN GOODS AND END-PRODUCTS)

GAC shall only be liable to the Customer for loss of or damage to the Customer's property (other than Goods and the End-Products) caused by GAC's negligence or willful default, such liability shall be limited to the lesser of the reasonable repair cost or replacement cost (with an item of the same age and in the same condition) of that property and US$10,000 per incident or series of associated incidents. Save as set out in this Clause 8, GAC shall not be liable for loss of or damage to the Customer's property (other than Goods and the End-Products) howsoever arising (whether caused by negligence, willful default or otherwise).

9. GENERAL LIABILITY

9.1 Notwithstanding any other provision of the Agreement but subject to the remainder of this Clause 9, GAC's liability in respect of all claims, losses or damages, whether arising from tort (including negligence), bailment, breach of contract, breach of statutory duty or otherwise under or in connection with this Agreement, its performance or any failure or delay in performance of this Agreement or termination of this Agreement shall be limited so that:

9.1.1 GAC shall have no liability for any loss of profit, loss of sales, loss of business, loss of goodwill or reputation, product recall, third party claims (in each case whether direct or indirect) or for any indirect or consequential loss;

9.1.2 GAC's maximum aggregate liability for all such matters which arise or incur under this Agreement in any Contract Year will be limited to five percent (5%) per cent of the Charges paid in the Contract Year when the liability arises.

9.2 GAC's liability under Clauses 7 and 8 shall not be included when calculating GAC's aggregate liability under Clause 9.1.2.

9.3 Nothing in this Agreement shall exclude or restrict GAC's liability for death or personal injury caused by its negligence or any other act or omission, liability for which may not be limited under applicable law.

9.4 Indemnity

The Customer shall promptly indemnify GAC against all costs (including the costs of investigating and defending any claims), expenses, claims, losses, liabilities, orders, awards, fines, proceedings and judgments of whatsoever nature howsoever assumed, incurred or suffered by GAC, its sub-contractors or any member of the GAC Group, their respective employees, servants, agents, insurers or reinsurers as a result of or in connection with any of the following:

9.4.1 any breach by the Customer of any of the warranties or undertakings given or obligations undertaken by the Customer under this Agreement;

9.4.2 any cause arising from or with respect to the Goods and/or the End-Products for which GAC is not responsible;

9.4.3 GAC becoming liable to any other party (including to any customs authority, customs inspection stations, port and harbour authorities and any other authorities having legal jurisdiction over any element of the Services, Goods and/or End-Products) and/or incurring additional costs by reason of GAC carrying out the Customer's instructions; or

9.4.4 GAC incurring liability in excess of its liability under the provisions of this Agreement regardless of whether such liability arises from, or in connection with a breach of contract, negligence or breach of duty by GAC, its agents, servants or sub-contractors.

10. CLAIMS HANDLING

10.1 GAC shall notify the Customer in the event of any accident or damage arising out of or in connection with the Services and will give to the Customer and/or its insurers any information and assistance that the Customer and/or its insurers may require in respect of any accident, damage or claim.

10.2 The Customer will assist GAC in pursuing claims against third parties (the Third Parties) whose acts or omissions have given rise to claims by the Customer against GAC. Without prejudice to the generality of the foregoing, the Customer:

10.2.1 will, on demand, assign to GAC any claims it may have against Third Parties;

10.2.2 consents to GAC using its name in the context of any legal proceedings initiated to claim against Third Parties;

10.2.3 will furnish GAC with all information available relating to claims against Third Parties and GAC shall have the right to appoint adjusters, assessors and/or surveyors and to control all negotiations, adjustments and settlements in connection with such claims; and

10.2.4 undertakes not to claim against Third Parties on its own account.

11. INSURANCE

11.1 During the term of this Agreement, GAC shall maintain in force the following policies of insurance as may be reasonable or required by applicable law:

11.1.1 Comprehensive General Liability insurance policy;

11.1.2 Employers' Liability insurance policy; and

11.1.3 insurance policy to cover GAC's liability under Clause 7.

11.2 GAC shall provide to the Customer, upon written request evidence of insurance policies under Clause 11.1.

11.3 Save as otherwise provided in this Clause 11.1, the Customer shall be responsible for all other insurance in respect of the Goods, the End-Products and other assets, sufficient to cover its liability under this Agreement and as may be required by applicable law, including:

11.3.1 All risks property insurance policy in relation to the Goods and the End-Products in respect of which Services are provided;

11.3.2 Public and Products Liability insurance policy; and

11.3.3 Employers' Liability insurance policy.

12. INTELLECTUAL PROPERTY

12.1 In the absence of prior written agreement to the contrary, all Intellectual Property created by GAC or any employee, agent or sub-contractor of GAC in the course of performing the Services shall vest in GAC.

12.2 The Customer grants GAC a non-exclusive, non-transferable royalty-free license to use the trademarks, logos and trade names of the Customer and/or the Customer Group (Marks) solely for the purpose of performing the value-added services under this Agreement. GAC's use of Marks is limited to applying them to the Goods in the form and manner specified by the Customer in the Specification, and not otherwise. The Customer shall indemnify GAC against all liabilities, costs, expenses, damages and losses and all professional costs and expenses suffered or incurred by GAC arising out of or in connection with any claim made against GAC for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the use of Marks in accordance with the terms of this Agreement.

13. NON-SOLICITATION

Each Party hereby undertakes with the other Party that (save with the prior written consent of the other Party) it will not either during the term of the Agreement or within twelve (12) months after the date of termination of the Agreement either on its own account or for any other person, firm or company, solicit, interfere with or endeavour to entice away any manager or other senior employee of the other Party or any such manager or senior employee of any company associated with the other Party with whom such Party has dealt in relation to the Agreement or any ancillary arrangements to the Agreement.

14. CONSEQUENCES OF TERMINATION

Upon termination of the Agreement for whatever reason, the Customer shall arrange for all the Goods at the Warehouse to be removed from the Warehouse as soon as possible (but in any event no later than the date of termination of this Agreement). Notwithstanding any other provision of this Agreement, the Customer hereby unequivocally agrees to fulfill their obligation of making complete and final settlement of any and all dues payable to GAC in connection with the services rendered, prior to initiating the process for the release and retrieval of any remaining goods or stocks from the premises of GAC’s designated warehouse.

Furthermore, it is expressly understood and agreed by the Customer that, in the event of any outstanding payment due to GAC at the time of final stock withdrawal, GAC shall have the unequivocal right and authority to withhold the release of goods equivalent in value to the said outstanding payment. It is hereby clarified that such withholding of goods shall be without prejudice to any other rights or remedies available to GAC under this Agreement or applicable law. The withheld goods shall be released to the Customer only upon the Customer’s complete settlement of the outstanding payment in full, to the satisfaction of GAC.

15. FORCE MAJEURE

15.1 Subject to the remaining provisions of this Clause15, neither Party shall be liable to the other for any delay or non-performance of its obligations under the Agreement to the extent that such non-performance is due to a Force Majeure.

15.2 In the event that either Party is delayed or prevented from performing its obligations under this agreement by a Force Majeure, such party shall:

15.2.1 give notice in writing of such delay or prevention to the other Party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration;

15.2.2 use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under the Agreement; and

15.2.3 resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention.

15.3 As soon as practicable following the affected Party's notification, the Parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure and to facilitate the continued performance of the Agreement.

15.4 During any period during which any Party is prevented by Force Majeure from performing all or any of its obligations under the Agreement (Period of Force Majeure) the Agreement shall be deemed to be suspended in respect of the affected obligations until such time as is reasonably practicable after the expiry of such Period of Force Majeure at which time both Parties shall resume their obligations under this Agreement.

15.5 If:

15.5.1 GAC is prevented by Force Majeure from providing the Services either at all or to a substantial extent; and

15.5.2 the Period of Force Majeure exceeds thirty (30) days,

then at any time on or after the expiry of that period either Party may terminate this Agreement immediately by serving written notice on the other Party.

15.6 If GAC incurs any additional costs in complying with its obligation under Clause 15, the Customer shall pay the same to GAC.

16. NOTICE

Any notice given by either Party to the other in connection with any matter relating to this Agreement shall be given in writing and shall be sent by prepaid registered post return receipt requested or delivered by hand against signature for receipt to the recipient's address specified in the Confirmation. A notice shall be effective from the date of its receipt.

17. ASSIGNMENT AND SUB-CONTRACTING

17.1 Save as provided in Clause 17.2, neither Party shall assign, transfer or sub-contract any of its rights and obligations under the Agreement in whole or in part or the benefit thereof or its rights thereunder without the other Party's prior written consent (such consent not to be unreasonably withheld or delayed).

17.2 GAC may sub-contract all or any of its obligations under the Agreement to any GAC approved sub-contractors, provided that GAC shall not thereby be relieved of any of its obligations hereby and GAC shall be deemed to act as agent for its sub-contractors and any reference to "GAC" shall be deemed to include any sub-contractor, with the intention that such sub-contractor shall have the benefit of the terms of this Agreement and collectively and together with GAC shall be under no greater liability to the Customer or any other party than GAC is hereunder.

17.3 Notwithstanding Clause 17.2, the carriage of any Goods by rail, sea, inland waterway or air is arranged by GAC as agent of the Customer and shall be subject to the conditions of the rail, shipping, inland waterways or air carrier contracted to carry the Goods and GAC shall be under no liability whatever to whomsoever and howsoever arising in respect of such carriage. Where the Goods are carried partly by road and partly by such other means of transport and the stage where the loss, damage or delay occurred is not known, such loss, damage or delay shall be deemed to have occurred while the Goods were being carried by road unless the contrary is proved by GAC.

18. WAIVER

The waiver by either Party of a breach or default of any of the provisions of the Agreement by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other Party.

19. ANNOUNCEMENTS

The Parties agree that (save as necessitated by applicable statutory or regulatory requirements) neither of them will make any announcement to the public or any section thereof in connection with the existence of or operation of the Agreement without first obtaining the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) as to the text and method of such an announcement.

20. CONFIDENTIALITY

20.1 Each Party agrees to treat as secret and confidential and not at any time nor for any reason to disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information supplied by or obtained from the other Party, including the Agreement and information relating to the Goods, End-Products, Services, Charges, customers, marketing, or promotions, business affairs, operating methods, administration systems or finances or any such information relating to a supplier, customer or client of the other Party save to the extent that such information is:-

20.1.1 already in its possession other than as a result of a breach of this Clause 20;

20.1.2 in, or subsequently becomes, in the public domain other than as a result of a breach of this Clause 20;

20.1.3 required by law;

20.1.4 disclosed to the professional advisers, auditors and bankers of each Party;

20.1.5 disclosed after the other Party has given written approval; or

20.1.6 used for the performance of the obligations under the Agreement.

20.2 Each Party undertakes to take all such steps as shall from time to time be reasonable to ensure compliance with the provisions of this Clause 20 by its employees, agents and any sub-contractors.

20.3 The restrictions in this Clause 20 shall continue to apply after the termination of the Agreement for a period of five (5) years.

21. DISPUTE RESOLUTION

21.1 Any dispute arising out of or in connection with the Agreement will in the first instance be referred to the managers of each Party for discussion and resolution. If the dispute is not resolved within twenty-one (21) days of such referral, then either Party may proceed to commence legal proceedings. In any event nothing in this Clause 21 will restrict either Party's freedom to commence legal proceedings to preserve any legal right or remedy at any time while the above dispute resolution procedures are in progress or before or after they are invoked.

22. ANTI BRIBERY

22.1 Each Party and its Group Companies agrees, confirms and undertakes that:

22.1.1 it has not and will not, and none of its employees, officers, directors, contractors, sub-contractors and agents has or will, directly or indirectly, pay, give, deliver, receive or agree (or undertake to pay, give, deliver, receive or agree) any bribe, pay-off, kick-back, gift, gratuity, commission, amount or other thing of value, or any interest-free loans, contributions or donations, in any way or form and whether in local or foreign currency, in the country where the Services are provided or any other place where such conduct relates to the Agreement, in each case in violation of any applicable laws, including any applicable anti-corruption legislation or similar legislation to any person including any government officials or employees, political parties, political party officials or political candidates or third persons with influence over government officials or employees; and

22.1.2 it has and shall maintain in place an ethics or compliance program which implements internal procedures to prevent and detect violations of applicable laws, and to promote ethical behaviour by and within each Party's organisation and business.

23. VALIDITY

If any court or administrative body of competent jurisdiction shall find any provision of the Agreement to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of the Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to attempt in good faith to substitute for any invalid or unenforceable provision, a valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objective of the invalid or unenforceable provision.

24. ENTIRE AGREEMENT

24.1 The Agreement:

24.1.1 comprises the entire agreement between the Parties with respect to the provision of the Services as from the date of the Confirmation and any representations or statements whether made orally or written elsewhere are hereby excluded provided always that this Clause 24 shall not exclude or limit any liability or any right which any Party may have in respect of pre-contractual statements made or given fraudulently; and

24.1.2 as from the date of the Confirmation supersedes all previous agreements and arrangements between the Parties with respect to the provision of the Services.

24.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this Agreement.

25. RELIANCE

The Customer acknowledges that it does not enter into the Agreement in reliance on any representation, warranty or other undertaking or understanding not fully reflected in the written terms of the Agreement and all conditions, warranties of other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

26. AMENDMENTS TO BE IN WRITING

Any modification, variation, amendment or addition to the Agreement must be in writing and signed by a duly authorised representative of each of the Parties.

27. NO PARTNERSHIP

Nothing in the Agreement shall constitute or be deemed to constitute either Party as the employee, agent, joint-venturer, servant or partner of the other Party.

28. PROPERTY RIGHTS

This Agreement does not create and shall not be deemed to create any form of demise, leasehold interest, tenancy, licence or any other form of proprietary interest in the Warehouse or any property or land surrounding the Warehouse in favour of the Customer.

29. THIRD PARTY RIGHTS

29.1 The members of the GAC Group and its sub-contractors are hereby entitled to enforce and have the benefit of all the liability provisions, warranties, indemnities, limitations and exclusions of liability contained in this Agreement and which benefit GAC and shall have the right to enforce the provisions of this Agreement in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. The rights of either Party to agree to rescind, amend or otherwise vary or to waive the terms of this Agreement or to settle any dispute or other matter arising out of or in connection with this Agreement on such terms as they shall in their absolute discretion think fit shall not be subject to the consent of any member of the GAC Group or any of its sub-contractors.

29.2 Except as stated in Clause 29.1, any person who is not a Party to this Agreement may not enforce, or otherwise have the benefit of, any provision of this Agreement.

30. GOVERNING LAW

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be construed in accordance with and governed by English Law and shall be subject to the exclusive jurisdiction of Abu Dhabi, United Arab Emirates.

Revised: June 2026

Contract Logistics Standard Terms and Conditions - Abu Dhabi