Standard Trade Compliance Clause

Clause 1 – Compliance 

1.1 Responsible Business Conduct 

The Customer shall operate in a socially and environmentally responsible manner and use reasonable efforts to ensure its operations and supply chain respect internationally recognized principles on human rights, labor standards, environmental protection, and anti-corruption, including the UN Global Compact principles and other relevant international frameworks applicable to the Customer’s operations. Upon request, the Customer shall provide information reasonably required by Supplier to verify compliance. 

1.2 General Compliance 

The Customer warrants that it and any party acting on its behalf shall comply with all applicable laws and regulations, including those relating to taxation, anti-corruption, antitrust, anti-money laundering, and criminal law. 

1.3 Export Control and Sanctions 

(a) Export Laws means all applicable trade and economic sanctions and export control laws, regulations, rules, and licenses, including those of the EU, U.S., UK, and UN, as amended from time to time. 

(b) For the duration of this Agreement, the Customer warrants that: 

• It shall comply with all Export Laws and ensure its affiliates, dealers, and customers do the same; 

• Neither the Customer nor its directors or management are sanctioned or listed on any Prohibited Party List, meaning any list of sanctioned or restricted parties issued by the EU, U.S., UK, UN, or other relevant authorities; 

• The Products shall not be re-transferred or otherwise made available to any party on such lists; 

• It shall not sell, transfer, export, re-export, or otherwise dispose of Products or to any sanctioned country, person, or prohibited end-use in violation of Export Laws (including without limitation in an attempt to circumvent such Export Laws); 

• The Customer is not directly or indirectly owned (whether by majority or minority shareholding) or controlled by, or acting on behalf of or for the benefit of, directly or indirectly, any party listed on a Prohibited Party List; 

• Any information provided in any KYC process initiated by Supplier is true, complete, and not misleading. 

1.4 Russia/Belarus Prohibition 

The Customer shall not sell, license, transfer, export, or re-export, directly or indirectly, Products for use in Russia or Belarus and shall take necessary measures to prevent its partners or customers from doing so. 

1.5 Material Breach 

Any breach of Clauses 1.2, 1.3 to 1.4 shall be deemed a material and non-curable breach of this Agreement. 

1.6 Cooperation 

The Customer shall promptly provide all information reasonably requested by the Supplier to verify compliance with this Clause and shall immediately notify the Supplier of any actual or suspected breach. In such cases, the Customer shall fully cooperate with the Supplier’s investigation, including granting reasonable access to relevant records.