Associated Persons means any person performing services for or on behalf of a party, including but not limited to subsidiaries, employees, agents, distributors 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 controls, trade or economic sanctions, embargoes or similar laws, regulations, rules, licences, orders or requirements including, without limitation those of the UN, UK, U.S. and the EU;
1.1. The Customer hereby acknowledges and agrees that the supply of the Goods and/or Services may be subject to Trade Restrictions.
1.2. The Company reserves the right to carry out screening and background checks on the Customer prior to the supply of the Goods and/or Services and at any time during the performance of the Contract. The Customer shall provide all assistance to the Company that the Company reasonably requires in relation to such checks.
1.3. The Customer is solely responsible for complying with and shall not do anything which would cause the Company to be in breach of, Trade Restrictions. In particular, the Customer warrants and represents that it:
a) is not, and is not owned or controlled by a Sanctioned Party;
b) will not use, sell, resell, export, re-export, transfer, distribute, dispose of, disclose or otherwise deal with the Goods and/or Services, directly or indirectly, to:
(i) any country, territory, or destination with which the Company, 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 Customer 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). ; and
c) 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 Goods and/or Services.
d) will not put the Goods 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 Customer shall not sell, resell, supply, export, re-export, transfer, divert, distribute or dispose of the Goods and/or Services to any third party where the Customer knows or has grounds for suspecting that the Goods and/or Services are or may be intended for one of the uses specified in this Condition.
1.4. In addition to any other remedy available to the Company, the Customer shall indemnify, keep indemnified and hold harmless (on a full indemnity basis) the Company and its affiliates, officers and personnel against any and all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional advisers’ fees and disbursements), interest and penalties suffered or incurred as a result of any breach of this Condition 1. The Company reserves the right to terminate the Contract immediately upon written notice and without penalty in the event of such breach.
1.5. The Company shall not be obliged to perform any obligation under the Contract and shall have the right to terminate the Contract, 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 place it in violation of any Trade Restrictions (including, for the avoidance of doubt, if such violation would be the result of any delay to, or refusal of, the grant of any licence required under Trade Restrictions).
1.6. Nothing in this Condition 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.
2.1. Anti-Bribery
The Customer shall (and shall procure that its Associated Persons shall):
(a) not 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) not 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;
(c) not 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 the Company in breach of such legislation; and
(d) have, maintain in place and enforce throughout the term of any Contract its own policies and procedures, including but not limited to adequate procedures to ensure compliance with any applicable anti-bribery legislation and the requirements of this Condition 2.1.
2.2. Modern Slavery
The Customer shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the UK Modern Slavery Act 2015 and will not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015.
2.3. Tax
The Customer shall (and shall procure that its Associated Persons shall) comply with all applicable taxation laws and shall not commit an offence consisting of the evasion of tax, or the facilitation of tax evasion by another person.
2.4. The Company may terminate the Contract immediately upon written notice to the Customer where it reasonably believes that the Customer has breached this Condition 2 and the Customer shall indemnify the Company from all damages, penalties, fines and/or costs of any kind arising from, or relating to, any breach of this Condition 2.