Compliance with Law and Regulation. 9.1 The Supplier shall comply with the Balfour Xxxxxx Policies that are notified to it by Xxxxxxx Xxxxxx from time to time. 9.2 The Supplier shall comply with all applicable laws and regulations in performing its respective obligations under this Agreement, and the Supplier shall ensure that at all times the Goods and/or Services comply with all applicable laws and regulations. 9.3 Any alleged or suspected violation of the Balfour Xxxxxx Policies by the Supplier or its personnel in the performance of this Agreement shall be promptly reported to Balfour Xxxxxx. The Supplier shall permit Balfour Xxxxxx and/or the Balfour Xxxxxx Affiliates to conduct an investigation into the matter, co-operate with any such investigation and take whatever corrective action Balfour Xxxxxx deems to be appropriate with respect to any such violation by the Supplier or its personnel. Any breach of the above Policies by the Supplier shall constitute a material breach of the Agreement and shall entitle Balfour Xxxxxx to terminate this Agreement and any other agreement between the parties, with immediate effect without liability. 9.4 The Supplier represents, warrants and undertakes to Balfour Xxxxxx that: (i) in carrying out its responsibilities under this Agreement, it shall at all times comply with all applicable local and international laws. In particular, neither it nor any of its officers, employees, directors or agents shall, directly or indirectly offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything else of value to any person, including any Public Official or other Relevant Person, either as an improper inducement to make, or as an improper reward for making, any decision favourable to the interests of Xxxxxxx Xxxxxx or the Supplier; (ii) none of its Principals is a Public Official or Relevant Person; (iii) neither it nor any of its Principals has any connection with a Public Official or Relevant Person that has not been disclosed to Xxxxxxx Xxxxxx; and (iv) the information provided to Xxxxxxx Xxxxxx in response to Xxxxxxx Beatty’s third party supplier questionnaire if applicable is complete, accurate and not misleading. 9.5 Notwithstanding any other provision of this Agreement, if Xxxxxxx Xxxxxx becomes aware of what it determines in good faith to be a breach of the above representations and warranties, Balfour Xxxxxx is entitled to terminate this Agreement, and any other agreement between the parties, with immediate effect. In the event of such termination, Balfour Xxxxxx shall have no liability to the Supplier under this Agreement for any fees, reimbursements or other compensation or for any other loss, cost, claim or damage resulting, directly or indirectly, from such termination.
Appears in 4 contracts
Samples: Conditions of Purchase, Conditions of Purchase, Conditions of Purchase
Compliance with Law and Regulation. 9.1 The Supplier shall comply with the Balfour Xxxxxx SB3 Policies that are notified to it by Xxxxxxx Xxxxxx SB3 from time to time.
9.2 The Supplier shall comply with all applicable laws and regulations in performing its respective obligations under this Agreement, and the Supplier shall ensure that at all times the Goods and/or Services comply with all applicable laws and regulations.
9.3 Any alleged or suspected violation of the Balfour Xxxxxx SB3 Policies by the Supplier or its personnel in the performance of this Agreement shall be promptly reported to Balfour XxxxxxSB3. The Supplier shall permit Balfour Xxxxxx SB3 and/or the Balfour Xxxxxx SB3 Affiliates to conduct an investigation into the matter, co-co- operate with any such investigation and take whatever corrective action Balfour Xxxxxx SB3 deems to be appropriate with respect to any such violation by the Supplier or its personnel. Any breach of the above Policies by the Supplier shall constitute a material breach of the Agreement and shall entitle Balfour Xxxxxx SB3 to terminate this Agreement and any other agreement between the parties, with immediate effect without liability.
9.4 The Supplier represents, warrants and undertakes to Balfour Xxxxxx SB3 that: (i) in carrying out its responsibilities under this Agreement, it shall at all times comply with all applicable local and international laws. In particular, neither it nor any of its officers, employees, directors or agents shall, directly or indirectly offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything else of value to any person, including any Public Official or other Relevant Person, either as an improper inducement to make, or as an improper reward for making, any decision favourable favorable to the interests of Xxxxxxx Xxxxxx SB3 or the Supplier; (ii) none of its Principals is a Public Official or Relevant Person; (iii) neither it nor any of its Principals has any connection with a Public Official or Relevant Person that has not been disclosed to Xxxxxxx XxxxxxSB3; and (iv) the information provided to Xxxxxxx Xxxxxx SB3 in response to Xxxxxxx BeattySB3’s third party supplier questionnaire if applicable is complete, accurate and not misleading.
9.5 Notwithstanding any other provision of this Agreement, if Xxxxxxx Xxxxxx SB3 becomes aware of what it determines in good faith to be a breach of the above representations and warranties, Balfour Xxxxxx SB3 is entitled to terminate this Agreement, and any other agreement between the parties, with immediate effect. In the event of such termination, Balfour Xxxxxx SB3 shall have no liability to the Supplier under this Agreement for any fees, reimbursements or other compensation or for any other loss, cost, claim or damage resulting, directly or indirectly, from such termination.
Appears in 3 contracts
Samples: Conditions of Purchase, Conditions of Purchase, Conditions of Purchase
Compliance with Law and Regulation. 9.1 The Supplier shall comply with the Balfour Xxxxxx Policies that are notified to it by Xxxxxxx Xxxxxx from time to time.
9.2 The Supplier shall comply with all applicable laws and regulations in performing its respective obligations under this Agreement, and the Supplier shall ensure that at all times the Goods and/or Services comply with all applicable laws and regulations.
9.3 Any alleged or suspected violation of the Balfour Xxxxxx Policies by the Supplier or its personnel in the performance of this Agreement shall be promptly reported to Balfour Xxxxxx. The Supplier shall permit Balfour Xxxxxx and/or the Balfour Xxxxxx Affiliates to conduct an investigation into the matter, co-operate with any such investigation and take whatever corrective action Balfour Xxxxxx deems to be appropriate with respect to any such violation by the Supplier or its personnel. Any breach of the above Policies by the Supplier shall constitute a material breach of the Agreement and shall entitle Balfour Xxxxxx to terminate this Agreement and any other agreement between the parties, with immediate effect without liability.
9.4 The Supplier represents, warrants and undertakes to Balfour Xxxxxx that: (i) in carrying out its responsibilities under this Agreement, it shall at all times comply with all applicable local and international laws. In particular, neither it nor any of its officers, employees, directors or agents shall, directly or indirectly offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything else of value to any person, including any Public Official or other Relevant Person, either as an improper inducement to make, or as an improper reward for making, any decision favourable to the interests of Xxxxxxx Xxxxxx or the Supplier; (ii) none of its Principals is a Public Official or Relevant Person; (iii) neither it nor any of its Principals has any connection with a Public Official or Relevant Person that has not been disclosed to Xxxxxxx Xxxxxx; and (iv) the information provided to Xxxxxxx Xxxxxx in response to Xxxxxxx Beatty’s Xxxxxx’x third party supplier questionnaire if applicable is complete, accurate and not misleading.
9.5 Notwithstanding any other provision of this Agreement, if Xxxxxxx Xxxxxx becomes aware of what it determines in good faith to be a breach of the above representations and warranties, Balfour Xxxxxx is entitled to terminate this Agreement, and any other agreement between the parties, with immediate effect. In the event of such termination, Balfour Xxxxxx shall have no liability to the Supplier under this Agreement for any fees, reimbursements or other compensation or for any other loss, cost, claim or damage resulting, directly or indirectly, from such termination.
Appears in 3 contracts
Samples: Conditions of Purchase, Conditions of Purchase, Conditions of Purchase
Compliance with Law and Regulation. 9.1 The Supplier shall comply with the Balfour Xxxxxx Policies that are notified to it by Xxxxxxx Xxxxxx from time to time.
9.2 The Supplier shall comply with all applicable laws and regulations in performing its respective obligations under this Agreement, and the Supplier shall ensure that at all times the Goods and/or Services comply with all applicable laws and regulations.
9.3 Any alleged or suspected violation of the Balfour Xxxxxx Policies by the Supplier or its personnel in the performance of this Agreement shall be promptly reported to Balfour Xxxxxxx Xxxxxx. The Supplier shall permit Balfour Xxxxxx and/or the Balfour Xxxxxx Affiliates to conduct an investigation into the matter, co-operate with any such investigation and take whatever corrective action Balfour Xxxxxx deems to be appropriate with respect to any such violation by the Supplier or its personnel. Any breach of the above Policies by the Supplier shall constitute a material breach of the Agreement and shall entitle Balfour Xxxxxx to terminate this Agreement and any other agreement between the parties, with immediate effect without liability.
9.4 The Supplier represents, warrants and undertakes to Balfour Xxxxxx that: (i) in carrying out its responsibilities under this Agreement, it shall at all times comply with all applicable local and international laws. In particular, neither it nor any of its officers, employees, directors or agents shall, directly or indirectly offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything else of value to any person, including any Public Official or other Relevant Person, either as an improper inducement to make, or as an improper reward for making, any decision favourable to the interests of Xxxxxxx Xxxxxx or the Supplier; (ii) none of its Principals is a Public Official or Relevant Person; (iii) neither it nor any of its Principals has any connection with a Public Official or Relevant Person that has not been disclosed to Xxxxxxx Xxxxxx; and (iv) the information provided to Xxxxxxx Xxxxxx in response to Xxxxxxx Beatty’s third party supplier questionnaire if applicable is complete, accurate and not misleading.
9.5 Notwithstanding any other provision of this Agreement, if Xxxxxxx Xxxxxx becomes aware of what it determines in good faith to be a breach of the above representations and warranties, Balfour Xxxxxx is entitled to terminate this Agreement, and any other agreement between the parties, with immediate effect. In the event of such termination, Balfour Xxxxxx shall have no liability to the Supplier under this Agreement for any fees, reimbursements or other compensation or for any other loss, cost, claim or damage resulting, directly or indirectly, from such termination.
Appears in 1 contract
Samples: Conditions of Purchase
Compliance with Law and Regulation. 9.1 The Supplier shall represents and warrants that neither it nor any of its agents, representatives, subcontractors, consultants, directors, officers or employees has engaged or will at any time engage in any practice or conduct which would constitute an offence under any Ethical Rules. Each Party undertake to:
(a) comply with all Ethical Rules and
(b) that it will not otherwise take any actions that will cause the Balfour Xxxxxx Policies that are notified other Party to it violate such Ethical Rules Any breach of this clause by Xxxxxxx Xxxxxx from time to time.
9.2 either Party shall constitute a material breach of the Agreement not capable of remedy. The Supplier shall comply with all applicable laws and regulations in performing its respective obligations under this Agreement, and the Supplier shall ensure that at all times the Goods and/or Services comply with all applicable laws and regulations.
9.3 Any alleged or suspected violation of the Balfour Xxxxxx Policies by the Supplier or its personnel in the performance of this Agreement shall be promptly reported to Balfour Xxxxxx. The Supplier shall permit Balfour Xxxxxx and/or acknowledges having been made aware of HSS Policies and hereby undertakes to comply with them and to ensure that the Balfour Xxxxxx Affiliates to conduct an investigation into supply chain of its suppliers and subcontractors do the matter, co-operate with any such investigation and take whatever corrective action Balfour Xxxxxx deems to be appropriate with respect to any such violation by the Supplier or its personnelsame. Any breach of the above Policies by the Supplier shall constitute a material breach of the Agreement and shall entitle Balfour Xxxxxx HSS to terminate this Agreement and any other agreement between the parties, with immediate effect without liability.
9.4 . The Supplier represents, warrants and undertakes to Balfour Xxxxxx HSS that: :
(ia) in carrying out its responsibilities under this Agreement, it shall at all times comply with all applicable local and international laws. In particular, neither it nor any of its officers, employees, directors or agents shall, directly or indirectly offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything else of value to any person, including any Public Official or other Relevant Person, either as an improper inducement to make, or as an improper reward for making, any decision favourable to the interests of Xxxxxxx Xxxxxx HSS or the Supplier; (ii) none of its Principals is a Public Official or Relevant Person; (iii) neither it nor any of its Principals has any connection with a Public Official or Relevant Person that has not been disclosed to Xxxxxxx Xxxxxx; and (iv) the information provided to Xxxxxxx Xxxxxx in response to Xxxxxxx Beatty’s third party supplier questionnaire if applicable is complete, accurate and not misleading.
9.5 . Notwithstanding any other provision of this Agreement, if Xxxxxxx Xxxxxx HSS becomes aware of what it determines in good faith to be a breach of the above representations and warranties, Balfour Xxxxxx HSS is entitled to terminate this Agreement, and any other agreement between the parties, with immediate effect. In the event of such termination, Balfour Xxxxxx HSS shall have no liability to the Supplier under this Agreement for any fees, reimbursements or other compensation or for any other loss, cost, claim or damage resulting, directly or indirectly, from such termination.
Appears in 1 contract
Samples: Terms and Conditions for the Supply of Goods and Services
Compliance with Law and Regulation. 9.1 The Supplier shall comply with the Balfour Xxxxxx Policies that are notified to it by Xxxxxxx Xxxxxx from time to time.
9.2 The Supplier shall comply with all applicable laws and regulations in performing its respective obligations under this Agreement, and the Supplier shall ensure that at all times the Goods and/or Services comply with all applicable laws and regulations.
9.3 Any alleged or suspected violation of the Balfour Xxxxxx Policies by the Supplier or its personnel in the performance of this Agreement shall be promptly reported to Balfour Xxxxxx. The Supplier shall permit Balfour Xxxxxx and/or the Balfour Xxxxxx Affiliates to conduct an investigation into the matter, co-operate with any such investigation and take whatever corrective action Balfour Xxxxxx deems to be appropriate with respect to any such violation by the Supplier or its personnel. Any breach of the above Policies by the Supplier shall constitute a material breach of the Agreement and shall entitle Balfour Xxxxxx to terminate this Agreement and any other agreement between the parties, with immediate effect without liability.
9.4 The Supplier represents, warrants and undertakes to Balfour Xxxxxx that: (i) in carrying out its responsibilities under this Agreement, it 7.5.1 EachThe Warehouse shall at all times comply with all applicable law, including (without limitation) Relevant Law and Regulation, sanctions, local port conditions, local and international national customs, local anti-corruption laws, prohibitions on Market Abuse, taxation law and other rules and regulations (where the aforesaid are not in conflict with the requirements of either this Agreement or of the LMEsword Regulations or of the Operating Procedures).
7.5.2 The Warehouse shall immediately notify the Exchange if it becomes aware that such law, customs or regulations conflict, or are likely to conflict, with the requirements of this Agreement, the LMEsword Regulations or the Operating Procedures. In particularthe event of any such conflict, neither the Exchange shall, without prejudice to its rights under this Agreement, assess whether, in its reasonable opinion, such conflict in fact exists and, if so, whether it is reconcilable and shall determine in its absolute discretion what action (if any) to take. Where the Exchange is of the view that failure immediately to resolve the conflict will not materially prejudice the Warehouse’s ability to comply with the requirements of this Agreement, the LMEsword Regulations or the Operating Procedures, it shall consult with the Warehouse as to the remedial action to be taken. In the event of a conflict between this Agreement and the LMEsword Regulations or Operating Procedures or any notice issued by the Exchange, the terms of this Agreement shall prevail.
7.5.3 The Warehouse will not, and nor will any of its officers, employees, directors shareholders, representatives or agents shall, directly or indirectly offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything else of value to any person, including any Public Official or other Relevant Person, either as an improper inducement to make, or as an improper reward for making, any decision favourable to the interests of Xxxxxxx Xxxxxx or the Supplier; (ii) none of its Principals is a Public Official or Relevant Person; (iii) neither it nor any of its Principals has any connection with a Public Official or Relevant Person that has not been disclosed to Xxxxxxx Xxxxxx; and (iv) the information provided to Xxxxxxx Xxxxxx in response to Xxxxxxx Beatty’s third party supplier questionnaire if applicable is complete, accurate and not misleading.
9.5 Notwithstanding any other provision of this Agreement, if Xxxxxxx Xxxxxx becomes aware of what it determines in good faith to be a breach of the above representations and warranties, Balfour Xxxxxx is entitled to terminate this Agreement, and any other agreement between the parties, with immediate effect. In the event of such termination, Balfour Xxxxxx shall have no liability to the Supplier under this Agreement for any fees, reimbursements or other compensation or for any other loss, cost, claim or damage resultingagents, directly or indirectly, from such terminationeither in private business dealings or in dealings with the public sector, offer, give or agree to offer or give (either itself or in agreement with others) any payment, gift or other advantage with respect to any matters which are the subject of this Agreement which (i) would violate any anti-corruption laws or regulations applicable to the Warehouse, (ii) is intended to, or does, influence or reward a person and acting in breach of an expectation of good faith, upholding or trust, or which it would otherwise be improper for the recipient to accept, or (iii) is made to a Public Official with the intention of influencing them and obtaining or retaining an exchange with conduct of terms ("Corrupt Act").
7.5.4 The Warehouse represents and warrants that it has not, and so far as it is aware its directors and officers have not:
(i) engaged in, admitted to, or been found by a court in any jurisdiction to have engaged in any Corrupt Act; or
(ii) been investigated by a regulatory or law enforcement agency in any jurisdiction as a suspect in connection with an investigation into the commission of any Corrupt Act.
Appears in 1 contract
Samples: Terms and Conditions