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General terms and conditions

Compliance Clauses for distribution

For the purposes of this Agreement:

Associated Persons means any person performing services for or on behalf of a party, including but not limited to subsidiaries, employees, agents and contractors;

Sanctioned Party means any party or parties listed on any list of designated or other restricted parties maintained under Trade Restrictions, including but not limited to the Consolidated List of Financial Sanctions Targets in the UK maintained by HM Treasury, the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Commission, and the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control;

Trade Restrictions means any applicable export control, trade or economic sanctions, embargo or similar laws, regulations, rules, licences, orders or requirements including without limitation those of the UN, UK, U.S. and the EU.

1. Trade Restrictions 

 1.1. The Distributor hereby acknowledges and agrees that the supply of the equipment and/or provision of services to Distributors may be subject to Trade Restrictions. The Distributor is solely responsible for complying with and shall not do anything which would cause BEA to be in breach of, Trade Restrictions.  In particular, the Distributor agrees that it:

1.1.1. will not use, sell, resell, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the equipment and/or services, directly or indirectly, to:

(i) any country, territory, or destination with which BEA, as a matter of policy, does not conduct business, (including but without limitation to Iran, Syria, Sudan, Cuba, Crimea & Sevastopol and North Korea, and any other territory subject to comprehensive Trade Restrictions from time to time);
(ii) any other territory to which the supply of the Goods and/or Services would be restricted or prohibited under Trade Restrictions (subject to the Distributor obtaining any and all licences and/or approvals required to make such a supply); or
(iii) any Sanctioned Party (or any party owned or controlled by a Sanctioned Party);

1.1.2. will obtain and maintain any required export licence or other governmental approval and complete such formalities as may be required under Trade Restrictions in order to use, sell, resell, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the equipment and/or services;

1.1.3. will make enquiries as to the end use and end user and carry out sanctions screening checks on its customers and any other end users (including their shareholders, beneficial owners and senior management) prior to the supply of BEA equipment and/or services in order to ensure compliance with this clause and

1.1.4. will not put the BEA equipment and/or services, in their entirety or in part, to any use in connection with the development, production, handling, operation, maintenance, storage, detection, identification or dissemination of chemical, biological or nuclear weapons or the development, production, maintenance or storage of missiles capable of delivering such weapons or to any military end-use in violation of any applicable embargo (including, but not limited to, embargoes maintained by the EU, UK,  OSCE and/or UN).  In addition, the Distributor shall not sell, resell, supply, export, re-export, transfer, divert, distribute or dispose of the equipment and/or services to any third party where the Distributor knows or has grounds for suspecting that the equipment and/or services are or may be intended for one of the uses specified in this clause 1.1.4.

1.2. Nothing in this clause 1 shall require either party to act in any way contrary to any blocking or antiboycott laws with jurisdiction over such party’s operations, including (if applicable) the Anti-Foreign Sanctions Law of the People’s Republic of China.

2. Compliance with laws

2.1. Distributor agrees to comply with the following :

2.1.1. all local and national laws in the territories in which it operates;

2.1.2. all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, and in particular Distributor
shall not:

a) make any offer, payment, promise to pay, or authorise the giving of any monies or financial or other advantage to any person:

i) for the purpose of inducing or rewarding that person (or any other person) to perform their role or function improperly;

ii) for the purpose of influencing a public official in relation to any decision, act or other performance (including failure to perform) of their official role or function, with the intention of obtaining or retaining business or a business advantage; or

iii) that is otherwise for the purpose of improperly obtaining or retaining business or a business advantage of any kind;

b) request, agree to receive, or accept, any monies or financial or other advantage in return or as a reward for performing their role or function improperly; or

c) engage in any other activity, practice or conduct which would constitute an offence under any other applicable anti-corruption or anti-bribery legislation, or that would place BEA in breach of such legislation;

2.1.3. all applicable taxation laws and shall in particular not commit an offence of cheating the public revenue or an offence consisting of the evasion of tax, or the facilitation of tax evasion by another person;

2.1.4. all applicable anti-slavery and human trafficking laws including The Modern Slavery Act 2015 or any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the same Act; and

2.1.5. the Halma plc Group Code of Conduct as updated or amended from time to time, which may be found on the Halma website (www.halma.com).

3. Procedures and controls

3.1. The Distributor confirms it will at all times during the term of this Agreement:

3.1.1. have in place effective policies and procedures to ensure compliance with this Agreement (and in particular the laws referenced at clauses 2.1.2 and 2.1.3 above);

3.1.2. procure that its Associated Persons in respect of this Agreement and any other agreements with BEA are aware of and comply with the provisions of clauses 1-3 of this Agreement;

3.1.3. maintain complete and accurate records of all transactions and payments related to this Agreement and any other agreement between the Distributor and BEA and, on reasonable request, disclose details of those transactions and payments to BEA;

3.1.4. on reasonable request confirm in writing to BEA that it has complied with the requirements of this Clause [and, if so requested, allow BEA to verify this compliance by way of an audit of its records]; and

3.1.5. immediately inform BEA if it suspects or becomes aware of any breach of this Clause by it or any of its Associated Persons and provide detailed information about the breach.

4. Liability and Termination

4.1. In addition to any other remedy available to BEA, the Distributor will indemnify, keep indemnified and hold harmless (on a full indemnity basis) BEA and its affiliates, officers and personnel against all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser’s fees and disbursements), interest and penalties suffered or incurred as a result of any breach by of the Distributor’s obligations in clause 1-3 of this Agreement. This indemnity will not apply to any fine levied on BEA as a result of BEA’s criminal liability.

4.2. BEA shall not be obliged to perform any obligation and shall have the right to terminate this Agreement and any other agreement with the Distributor, immediately and without being liable for any damages or costs of any kind, if in its sole discretion it reasonably believes that such performance in full or in part would be in violation of clauses 1-3 of this Agreement.

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