Common use of Standards of Business Conduct Clause in Contracts

Standards of Business Conduct. 25.1 The Supplier shall comply with all applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including the Code of Conduct for Yara’s Business Partners. 25.2 The Supplier warrants, agrees and undertakes that in connection with the Agreement it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other item of value, whether directly or indirectly, to any third party. 25.3 The Supplier represents and warrants that except as otherwise disclosed in writing to the Buyer, no Public Official or its Close Relatives are presently (i) owning any Controlling interest in the Supplier (directly or indirectly); (ii) or has a right to any benefit if the Buyer enters into the Agreement with the Supplier. 25.4 The Buyer may at any time and at its own cost and upon reasonable notice in writing perform regular integrity due diligence reviews and audits of the Supplier to ensure compliance with this condition 25. Subject to appropriate confidentiality procedures, the Supplier shall fully cooperate with the Buyer in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, information, individuals and documentation. 25.5 The Supplier shall ensure that all its business partners who perform services or provide goods in connection with the Agreement do so only on the basis of a written contract, which imposes on and secures from such business partners terms substantially equivalent to those imposed on the Supplier in this condition 25. The Supplier shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to the Agreement, and for monitoring the adherence and performance by such persons of its compliance obligations. 25.6 Notwithstanding any other provision of the Agreement, the Buyer may, upon written notice to the Supplier, (i) suspend payment of any price or fee if, and for as long as, the Buyer reasonably believes that the Supplier has breached or failed to properly carry out any of its obligations set out in this condition 25; and/or (ii) terminate the Agreement if the Supplier has materially breached or failed to properly carry out any of its obligations set out in this condition 25. 25.7 As agreed from time to time, the Buyer and Supplier shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 The Buyer and Supplier shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. 25.1 The Supplier Each Party shall comply with all applicable laws, regulations, codes and sanctions Sanctions relating to the Agreement, and and, in particular particular, those relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism. Furthermore, including each Party shall implement and maintain appropriate internal measures and controls to enable its compliance and to detect and notify the other Party of relevant breaches. In particular, each Party shall implement and maintain an adequate anti-bribery policy and shall keep proper records and books of account related to all payments made in connection with the Agreement. 25.2 Supplier shall comply with the Code of Conduct for Yara’s Business PartnersPartners attached to the Agreement. 25.2 The 25.3 Supplier warrants, agrees and undertakes that in connection with the Agreement it has not not, and will not not, make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other item thing of value, whether directly or indirectly, to any third party. 25.3 The 25.4 Supplier represents and warrants that except as otherwise disclosed in writing to the Buyer, no Public Official or its Close Relatives are presently Relatives: (i) owning owns any Controlling interest in the Supplier (directly or indirectly); nor (ii) or has a right to any benefit if the Buyer Xxxxx enters into the Agreement with the SupplierSupplier (except for any benefit that might derive solely from being a minority shareholder). 25.4 The 25.5 Buyer may at any time and at its own cost and upon reasonable notice in writing to Supplier: (i) perform regular integrity due diligence reviews of Supplier and audits of review Supplier’s compliance with this clause 25 (including requiring the Supplier to ensure self-certify its compliance); and/or (ii) appoint a third party auditor to review the Supplier’s implementation and compliance with this condition 25. its internal measures, controls and policies referred to in clause 25.1. 25.6 Subject to appropriate confidentiality procedures, the Supplier shall fully cooperate with the Buyer and third party auditors in the performance of any such reviews and auditsreviews, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, relevant information, individuals including policies, records, books of account and other relevant documentation. 25.5 The 25.7 Supplier shall ensure that all its business partners who perform services or provide goods and/or services in connection with the Agreement Agreement, do so only on the basis of a written contract, contract which imposes on and secures from such business partners terms substantially equivalent to those imposed on the Supplier in this condition clause 25. The Supplier shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to in connection with the Agreement, and for monitoring the adherence and performance by such persons business partner of its their compliance obligations. 25.6 25.8 Notwithstanding any other provision of the Agreement, the Buyer may, upon written notice to the Supplier, (i) suspend payment of any price or fee the Agreement if, and for as long as, the Buyer reasonably believes (with reasonable evidence) that the Supplier has breached or failed to properly carry out any of its obligations set out in this condition clause 25; and/or (ii) terminate the Agreement if the Supplier has materially breached or failed to properly carry out any of its obligations set out in this condition 25clause 25 and, in cases where it is possible for Supplier to rectify the breach, Supplier has not rectified such breach within a reasonable period (not exceeding 30 days). 25.7 As agreed from time to time, the Buyer and Supplier shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 The Buyer and Supplier shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. ‌ 25.1 The Supplier shall comply with all applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including the Code of Conduct for YaraXxxx’s Business Partners. 25.2 The Supplier warrants, agrees and undertakes that in connection with the Agreement it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other item of value, whether directly or indirectly, to any third party. 25.3 The Supplier represents and warrants that except as otherwise disclosed in writing to the Buyer, no Public Official or its Close Relatives are presently (i) owning any Controlling interest in the Supplier (directly or indirectly); (ii) or has a right to any benefit if the Buyer enters into the Agreement with the Supplier. 25.4 The Buyer may at any time and at its own cost and upon reasonable notice in writing perform regular integrity due diligence reviews and audits of the Supplier to ensure compliance with this condition 25. Subject to appropriate confidentiality procedures, the Supplier shall fully cooperate with the Buyer in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, information, individuals and documentation. 25.5 The Supplier shall ensure that all its business partners who perform services or provide goods in connection with the Agreement do so only on the basis of a written contract, which imposes on and secures from such business partners terms substantially equivalent to those imposed on the Supplier in this condition 25. The Supplier shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to the Agreement, and for monitoring the adherence and performance by such persons of its compliance obligations. 25.6 Notwithstanding any other provision of the Agreement, the Buyer may, upon written notice to the Supplier, (i) suspend payment of any price or fee if, and for as long as, the Buyer reasonably believes that the Supplier has breached or failed to properly carry out any of its obligations set out in this condition 25; and/or (ii) terminate the Agreement if the Supplier has materially breached or failed to properly carry out any of its obligations set out in this condition 25. 25.7 As agreed from time to time, the Buyer and Supplier shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 The Buyer and Supplier shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. ‌ 25.1 The Supplier Each Party shall comply with all applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular those relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism. Furthermore, including each Party shall implement and maintain appropriate internal measures and controls to enable its compliance and to detect and notify the other Party of relevant breaches. Each Party shall implement and maintain an adequate anti-bribery policy and shall keep proper records and books of account related to all payments made in connection with the Agreement. 25.2 Supplier shall comply with the Code of Conduct for Yara’s Business PartnersPartners attached to the Agreement. 25.2 The 25.3 Supplier warrants, agrees agrees, and undertakes that in connection with each the Agreement it has not not, and will not not, make, give, offer, promise promise, or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage advantage, or other item thing of value, whether directly or indirectly, to any third party. 25.3 The 25.4 Supplier represents and warrants that except as otherwise disclosed in writing to the BuyerPurchaser, no Public Official Official, or its Close Relatives are presently Relatives: (i) owning owns any Controlling interest in the Supplier (directly or indirectly); nor (ii) or has a right to any benefit if the Buyer Purchaser enters into the Agreement with the SupplierSupplier (except for any benefit that might derive solely from being a minority shareholder). 25.4 The Buyer 25.5 Purchaser may at any time and at its own cost and upon reasonable notice in writing to Supplier: (i) perform regular integrity due diligence reviews of Supplier and audits of review Supplier’s compliance with this clause 25 (including requiring the Supplier to ensure self-certify its compliance); and/or (ii) appoint a third-party auditor to review the Supplier’s implementation and compliance with this condition 25. its internal measures, controls and policies referred to in clause 25.1. 25.6 Subject to appropriate confidentiality procedures, the Supplier shall fully cooperate with the Buyer Purchaser and third-party auditors in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, relevant information, individuals including policies, records, books of account and other relevant documentation. 25.5 The 25.7 Supplier shall ensure that all its business partners who perform services or provide goods and/or services in connection with the Agreement Agreement, do so only based on the basis of a written contract, contract which imposes on and secures from such business partners terms substantially equivalent to those imposed on the Supplier in this condition clause 25. The Supplier shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to in connection with the Agreement, and for monitoring the adherence and performance by such persons business partner of its their compliance obligations. 25.6 25.8 Notwithstanding any other provision of the Agreement, the Buyer Purchaser may, upon written notice to the Supplier, (i) suspend payment of any price or fee the Agreement if, and for as long as, the Buyer Purchaser reasonably believes (with reasonable evidence) that the Supplier has breached or failed to properly carry out any of its obligations set out in this condition clause 25; and/or (ii) terminate the Agreement if the Supplier has materially breached or failed to properly carry out any of its obligations set out in this condition 25clause 25 and, in cases where it is possible for Supplier to rectify the breach, Supplier has not rectified such breach within a reasonable period (not exceeding 30 days). 25.7 As agreed from time to time, the Buyer and Supplier shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 The Buyer and Supplier shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. 25.1 24.1 The Supplier shall comply with all applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including the Code of Conduct for YaraXxxx’s Business Partners. 25.2 24.2 The Supplier warrants, agrees and undertakes that in connection with the Agreement it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other item of value, whether directly or indirectly, to any third party. 25.3 24.3 The Supplier represents and warrants that except as otherwise disclosed in writing to the Buyer, no Public Official or its Close Relatives are presently (i) owning any Controlling interest in the Supplier (directly or indirectly); (ii) or has a right to any benefit if the Buyer enters into the Agreement with the Supplier. 25.4 24.4 The Buyer may at any time and at its own cost and upon reasonable notice in writing perform regular integrity due diligence reviews and audits of the Supplier to ensure compliance with this condition 2524. Subject to appropriate confidentiality procedures, the Supplier shall fully cooperate with the Buyer in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, information, individuals and documentation. 25.5 24.5 The Supplier shall ensure that all its business partners who perform services or provide goods in connection with the Agreement do so only on the basis of a written contract, which imposes on and secures from such business partners terms substantially equivalent to those imposed on the Supplier in this condition 2524. The Supplier shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to the Agreement, and for monitoring the adherence and performance by such persons of its compliance obligations. 25.6 Notwithstanding any other provision of the Agreement, the Buyer may, upon written notice to the Supplier, (i) suspend payment of any price or fee if, and for as long as, the Buyer reasonably believes that the Supplier has breached or failed to properly carry out any of its obligations set out in this condition 25; and/or (ii) terminate the Agreement if the Supplier has materially breached or failed to properly carry out any of its obligations set out in this condition 25. 25.7 As agreed from time to time, the Buyer and Supplier shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 The Buyer and Supplier shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. 25.1 The Supplier Customer shall comply with all applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including the Code of Conduct for Yara’s Business Partners. 25.2 The Supplier Customer warrants, agrees and undertakes that in connection with the Agreement it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other item thing of value, whether directly or indirectly, to any third party. 25.3 The Supplier Customer represents and warrants that except as otherwise disclosed in writing to the BuyerSupplier, no Public Official or its Close Relatives are presently (i) owning any Controlling interest in the Supplier Customer (directly or indirectly); (ii) or has a right to any benefit if the Buyer Supplier enters into the Agreement with the SupplierCustomer. 25.4 The Buyer Supplier may at any time and at its own cost and upon reasonable notice in writing perform regular integrity due diligence reviews and audits of the Supplier Customer to ensure compliance with this condition 25. Subject to appropriate confidentiality procedures, the Supplier Customer shall fully cooperate with the Buyer Supplier in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, information, individuals and documentation. 25.5 The Supplier Customer shall ensure that all of its business partners who perform services or provide goods in connection with the Agreement do so only on the basis of a written contract, which imposes on and secures from such business partners persons terms substantially equivalent to those imposed on the Supplier Customer in this condition 25. The Supplier Customer shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to in connection with the Agreement, and for monitoring the adherence and performance by such persons of its compliance obligations. 25.6 Notwithstanding any other provision of the Agreement, the Buyer Supplier may, upon written notice to the SupplierCustomer, (i) suspend payment delivery of any price or fee Deliverables if, and for as long as, the Buyer Supplier reasonably believes that the Supplier Customer has breached or failed to properly carry out any of its obligations set out in this condition 25; and/or (ii) terminate the Agreement if the Supplier Customer has materially breached or failed to properly carry out any of its obligations set out in this condition 25. 25.7 As agreed from time to time, the Buyer Supplier and Supplier Customer shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 The Buyer Supplier and Supplier Customer shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. 25.1 24.1 The Supplier shall comply with all applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including the Code of Conduct for Yara’s Business Partners. 25.2 24.2 The Supplier warrants, agrees and undertakes that in connection with the Agreement it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other item of value, whether directly or indirectly, to any third party. 25.3 24.3 The Supplier represents and warrants that except as otherwise disclosed in writing to the Buyer, no Public Official or its Close Relatives are presently (i) owning any Controlling interest in the Supplier (directly or indirectly); (ii) or has a right to any benefit if the Buyer enters into the Agreement with the Supplier. 25.4 24.4 The Buyer may at any time and at its own cost and upon reasonable notice in writing perform regular integrity due diligence reviews and audits of the Supplier to ensure compliance with this condition 2524. Subject to appropriate confidentiality procedures, the Supplier shall fully cooperate with the Buyer in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, information, individuals and documentation. 25.5 24.5 The Supplier shall ensure that all its business partners who perform services or provide goods in connection with the Agreement do so only on the basis of a written contract, which imposes on and secures from such business partners terms substantially equivalent to those imposed on the Supplier in this condition 2524. The Supplier shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to the Agreement, and for monitoring the adherence and performance by such persons of its compliance obligations. 25.6 Notwithstanding any other provision of the Agreement, the Buyer may, upon written notice to the Supplier, (i) suspend payment of any price or fee if, and for as long as, the Buyer reasonably believes that the Supplier has breached or failed to properly carry out any of its obligations set out in this condition 25; and/or (ii) terminate the Agreement if the Supplier has materially breached or failed to properly carry out any of its obligations set out in this condition 25. 25.7 As agreed from time to time, the Buyer and Supplier shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 The Buyer and Supplier shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. 25.1 The Supplier shall 24.1 Each Party must comply with all the applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular particular, those relating to human rights, bribery, corruption, money-money laundering, accounting and financial controls and accounting, and anti-terrorism. In addition, including each Party shall implement and maintain appropriate internal measures and controls to ensure compliance and detect and notify the other Party of relevant violations. In particular, each Party shall implement and maintain an appropriate anti-corruption policy and keep accounting records and books relating to all payments in connection with the Agreement. 24.2 The Customer shall comply with the Supplier's Code of Conduct for Yara’s Business PartnersPartners attached to the Agreement. 25.2 24.3 The Supplier Customer warrants, agrees agrees, and undertakes that that, in connection with the Agreement each Agreement, it has not and will not makemade, givegiven, offeroffered, promise promised, or authorize authorized any type of bribesbribe, “"facilitation” ", or “grease” "off-the-record" payments by way of improper or illegal payment, gift, advantage advantage, or other item of valuevaluable goods improperly or illegally, whether directly or indirectly, to any third party. 25.3 24.4 The Supplier Customer represents and warrants that except as otherwise disclosed in writing that, unless the Supplier has been informed to the Buyercontrary in writing, no Public Official Officer or its Close Relatives are presently close relative (i) owning owns any Controlling controlling interest in the Supplier Customer (directly or indirectly); or (ii) or has a right is entitled to any benefit if the Buyer Supplier enters into the Agreement with the SupplierCustomer (except for any benefit that may arise solely from being a minority shareholder). 25.4 24.5 The Buyer may at any time and Supplier may, at its own cost and upon reasonable written notice in writing perform regular to the Customer (i) conduct due integrity due diligence reviews and audits of the Supplier to ensure Customer and check the Customer’s compliance with this condition 25. Condition 24 (including requiring the Customer to certify its compliance); and/or (ii) designate a third party auditor to check the Customer’s implementation of and compliance with the internal measures, controls, and policies referred to in Condition 24.1.‌ 24.6 Subject to appropriate confidentiality procedures, the Supplier Customer shall fully cooperate with the Buyer Supplier and third-party auditors in the performance of any conducting such reviews and auditsreviews, and comply with any and all reasonable written requests upon reasonable notice in writing for access to facilities, relevant information, individuals including policies, records, accounting books, and any other relevant documentation. 25.5 24.7 The Supplier Customer shall ensure that all its business partners who perform providing goods and/or services or provide goods in connection with the Agreement do so only on the basis of a written contract, contract which imposes on and secures from such business partners terms substantially equivalent to those imposed on the Supplier Customer in this condition 25Condition 24. The Supplier Customer shall be responsible liable for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to in connection with the Agreement, and for monitoring the adherence such business partners’ compliance with and performance by such persons of its their compliance obligations. 25.6 24.8 Notwithstanding any other provision of the Agreement, the Buyer Supplier may, upon by written notice to the SupplierCustomer, (i) suspend payment of any price or fee if, the Agreement if and for so long as long as, the Buyer Supplier reasonably believes (on reasonable evidence) that the Supplier Customer has breached or failed to properly carry out any of its obligations set out in this condition 25Condition 24; and/or (ii) terminate the Agreement if the Supplier Customer has materially breached or failed to properly carry out any of its obligations set out in this condition 25. 25.7 As agreed from time Condition 24 and, where it is possible for the Customer to timerectify the breach, the Buyer and Supplier shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own costCustomer has not remedied such breach within a reasonable period (not exceeding 30 days). 25.8 The Buyer and Supplier shall without undue delay report any suspected infringements of this condition 25 to the other party.

Standards of Business Conduct. 25.1 24.1 The Supplier Customer shall comply with all applicable laws, regulations, codes and sanctions relating to the Agreement, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including the Code of Conduct for Yara’s Business Partners. 25.2 24.2 The Supplier Customer warrants, agrees and undertakes that in connection with the Agreement it has not and will not make, give, offer, promise or authorize any type of bribes, “facilitation” or “grease” payments by way of improper or illegal payment, gift, advantage or other item thing of value, whether directly or indirectly, to any third party. 25.3 24.3 The Supplier Customer represents and warrants that except as otherwise disclosed in writing to the BuyerSupplier, no Public Official or its Close Relatives are presently (i) owning any Controlling interest in the Supplier Customer (directly or indirectly); (ii) or has a right to any benefit if the Buyer Supplier enters into the Agreement with the SupplierCustomer. 25.4 24.4 The Buyer Supplier may at any time and at its own cost and upon reasonable notice in writing perform regular integrity due diligence reviews and audits of the Supplier Customer to ensure compliance with this condition 2524. Subject to appropriate confidentiality procedures, the Supplier Customer shall fully cooperate with the Buyer Supplier in the performance of any such reviews and audits, and comply with any and all reasonable requests upon reasonable notice in writing for access to facilities, information, individuals and documentation. 25.5 24.5 The Supplier Customer shall ensure that all of its business partners who perform services or provide goods in connection with the Agreement do so only on the basis of a written contract, which imposes on and secures from such business partners persons terms substantially equivalent to those imposed on the Supplier Customer in this condition 2524. The Supplier Customer shall be responsible for reasonable and appropriate due diligence procedures prior to engaging its business partners relating to in connection with the Agreement, and for monitoring the adherence and performance by such persons of its compliance obligations. 25.6 24.6 Notwithstanding any other provision of the Agreement, the Buyer Supplier may, upon written notice to the SupplierCustomer, (i) suspend payment delivery of any price or fee Deliverables if, and for as long as, the Buyer Supplier reasonably believes that the Supplier Customer has breached or failed to properly carry out any of its obligations set out in this condition 2524; and/or (ii) terminate the Agreement if the Supplier Customer has materially breached or failed to properly carry out any of its obligations set out in this condition 2524. 25.7 24.7 As agreed from time to time, the Buyer Supplier and Supplier Customer shall cooperate in arranging and participating in compliance trainings, seminars and projects at their own cost. 25.8 24.8 The Buyer Supplier and Supplier Customer shall without undue delay report any suspected infringements of this condition 25 24 to the other party.