Corrupt Practices Legislation Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents acting on behalf of the Company or any of its Subsidiaries or affiliates, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company or any Subsidiary, including Canada’s Corruption of Foreign Public Officials Act and the U.S. Foreign Corrupt Practices Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (X) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity; inducing a Government Official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a Government Official to influence or affect any act or decision of any Governmental Entity; or assisting any representative of the Company or any Subsidiary or affiliate in obtaining or retaining business for or with, or directing business to, any Person; or (Y) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. Neither the Company nor its Subsidiaries or affiliates nor any of their respective officers, directors, employees, consultants, representatives or agents, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or its Subsidiaries or affiliates, or their respective officers, directors, employees, consultants, representatives or agents violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to noncompliance with any such laws, or received any notice, request, or citation from any Person alleging non-compliance with any such laws.
Laws and Jurisdiction The parties agree that the Contract shall be governed by and construed in accordance with the laws of The Netherlands and the competent court in Rotterdam, The Netherlands shall have exclusive jurisdiction in the first instance over all disputes arising out of or relating to the Contract. The same applies in case of two or more purchasing entities with registered seats in different countries. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract. These clauses apply to the extent Supplier supplies Products.
1. The Products will be delivered in accordance with the details provided in the Contract including, in case of routinely or repeatedly ordered standard Products, in accordance with the Specifications of the previous Contract. Between Supplier’s initial proposal and the moment of delivery, Supplier shall not:
(a) change the ingredients or components (including feedstock and raw materials) used to produce the Products, specifications, manufacturing process, approved plant or agreed delivery method; or
(b) implement any changes which alter any of the Products in such a way that it is not acceptable according to Purchaser’s technical clearance process even if the Products are still within the Specification, without providing advance notice to and obtaining the prior written consent of Purchaser. Such notice must be given in advance so that Purchaser has an opportunity to consider the proposed changes and evaluate potential effects prior to implementation. Supplier shall immediately notify Purchaser in writing of any Product discontinuation and/or of any change to Products repeatedly ordered from Supplier, including, but not limited to, change in Specifications, change in the composition or the production process of Products (including a change in the site of production), change in Products formulation (for example a change to a different additive type with a different CAS number), change in use of materials, technical or functions specifications, change in manuals or any other change that can reasonably be expected to have an effect on the functioning of the Products in the production environment and installed equipment base of Purchaser (discontinuation and/or change of Products as described are referred to as “Product Change”). In case of a Product Change, Supplier shall promptly provide a Product sample to the technical contact person named by Purchaser. In case of Product Change, on request of Purchaser, Supplier shall continue to supply the Product unchanged, i.e. as before the implementation of the Product Change, for a period of twelve (12) months counting from the date of the Product Change notice. In case the Product supply as provided for in the previous sentence is not possible due to operational reasons beyond Supplier’s control, Supplier agrees to offer to Purchaser the opportunity of a last order call. In the latter case, Purchaser has the right to issue a Purchase Order for unchanged Product with maximum quantity sufficient to cover Purchaser’s Product needs for twelve (12) months (to be calculated by Purchaser as a reasonable estimation and without prejudice to the right of Purchaser to issue a Purchase Order for quantity less than such maximum quantity). Supplier does not have the right to reject such last call Purchase Order.
2. The specified delivery terms shall be interpreted in accordance with the current edition of Incoterms at the time the Purchase Order is issued and by lack of specified delivery term the Products shall be delivered Delivery Duty Paid Purchaser’s location specified in the Purchase Order. Title shall pass to Purchaser on delivery or on payment of the Price, whichever is earlier. Risk shall pass to Purchaser on delivery, however, the risk is not transferred before the erection or assembly of the delivered items, if erection or assembly has been contractually agreed. If the risk of loss passes to Purchaser at the shipping point and if Supplier fails to ship in the manner or route directed by ▇▇▇▇▇▇▇▇▇, Supplier agrees to reimburse Purchaser for any direct loss, delay or damage which Purchaser suffers. Supplier shall always state the Purchase Order number and the Product description on the external packaging of the goods and on the delivery documents. In case so required by national and/or EU export regulations export classifications must be indicated by Supplier and all invoices and delivery documents must show the classification of the Products, along with all customs relevant information (HS Code, country of origin). Supplier shall provide Purchaser with all necessary documentation required to comply with customs procedures, including but not limited to proof of origin. In case Product has EU preferential origin, Supplier shall provide Purchaser with proof of EU preferential origin,
APPLICABLE LAWS AND JURISDICTION 7.1. The usage of EHSAN AUCTIONEERS SDN. BHD. website together with the terms and conditions hereof shall be governed by and construed in accordance with the laws of Malaysia.
7.2. The laws of Malaysia shall regulate and apply to all electronic transactions of immoveable property by public auction. Any legal actions or proceedings arising out of or in connection with the electronic transaction of immoveable property by public auction shall subject to the exclusive jurisdiction of the Courts of Malaysia.
Sanctions and Anti-Corruption Laws The Borrower will not, and will not permit any Subsidiary to, request any Loan or Letter of Credit or, directly or indirectly, use the proceeds of any Loan or any Letter of Credit, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, (ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans or Letters of Credit, whether as an Arranger, the Administrative Agent, any Lender (including a Swingline Lender), any Issuing Bank, underwriter, advisor, investor or otherwise), or (iii) in furtherance of an offer, payment , promise to pay or authorization of the payment or giving of money or anything else of value to any Person in violation of applicable Anti-Corruption Laws.
Notification of Laws and Regulations The Servicer shall immediately notify the Issuer, the Indenture Trustee and the Rating Agencies in writing if it becomes aware of any Requirements of Law or CPUC Regulations hereafter promulgated that have a material adverse effect on the Servicer’s ability to perform its duties under this Agreement.
