Sandvik Distributor Compliance Mandatory Terms
1. Anti-bribery and Sandvik’s business partner Code of Conduct
The Distributor shall, and shall through an adequate compliance program procure that its personnel and other third parties acting on its behalf shall, conduct business in compliance with applicable anti-bribery laws[1] (the “ABC-Laws”). Further the Distributor undertakes to comply with the Business Partner Code of Conduct (as updated from time to time), available at Business Partner Code of Conduct (home.sandvik), current version enclosed to the Terms hereof. Any failure by the Distributor to comply, in whole or in part, with the ABC-Laws or said Business Partner Code of Conduct, is to be considered a breach of this Agreement which will entitle Sandvik to terminate the Agreement with immediate effect if the breach is not possible to remedy and otherwise in accordance with the Distributor Agreement. Sandvik shall be under no obligation to fulfill any outstanding payments or deliveries or accept any order under the Distributor Agreement, if Sandvik has reasonable grounds for suspecting that such payments, deliveries or transactions may be used in – or contribute to a – breach of any ABC-Laws, the Business Partner Code of Conduct or otherwise would constitute a criminal offence. Sandvik shall be entitled to withhold such payments, deliveries and transactions until it is evidenced that such payments, deliveries or transactions will not be used in – or contribute to a – breach of any ABC-Laws, the Business Partner Code of Conduct or otherwise would constitute a criminal offence. The Distributor shall indemnify Sandvik from and against all and any liabilities suffered or incurred in any jurisdiction in relation to any failure by the Distributor to comply with ABC-Laws or the Business Partner Code of Conduct.
2. Global trade compliance and End use/User assurance
2.1 For the purpose of these Terms “Global Trade Laws and Regulations” means customs, import, export, re-export, trade control and economic or financial sanctions laws, regulations and orders, always including such laws, regulations and orders of the UN, US, EU and UK, but also, as applicable, such laws, regulations and orders of any country in which the Products are manufactured, received, used, exported from, imported to, or as otherwise applicable.
2.2 For the purpose of these Terms “Prohibited Countries” means Afghanistan, Belarus, Iran, North Korea, Russia, Syria, Crimea and non-government controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine. Sandvik reserves the right to amend the list of Prohibited Countries by written notice to the Distributor.
2.3 For the purpose of these Terms “Listed Person” means any person or entity, specially designated, blocked or otherwise individually listed or targeted under Global Trade Laws and Regulations.
2.4 The Distributor represents and warrants that:
- none of the Distributor, its affiliates, or any of their respective officers or directors, is a Listed Person, or is owned to 50 % or more, directly or indirectly, individually or in the aggregate, or is otherwise controlled by one or more, Listed Person(s);
- the Distributor has not engaged in, is not engaging in, and will not engage in any business involving a Listed Person, or any entity owned to 50% or more, directly or indirectly, individually or in the aggregate, or otherwise controlled by one or more, Listed Person(s); and
- the Distributor has not engaged in, is not engaging in, and will not engage in any transaction that circumvents, evades, or avoids, or has the purpose or effect of circumventing, evading, or avoiding, or attempts to violate, any Global Trade Laws and Regulations.
2.5 The Distributor hereby agrees to observe and comply fully, and use the [Products] in full compliance, with all Global Trade Laws and Regulations. The Distributor agrees that no Products provided by Sandvik shall be, directly or indirectly, sold, exported, re-exported, transferred, re-transferred or otherwise released or disposed to any person or entity, legal or natural, in breach of Global Trade Laws and Regulations. The Distributor shall not take any actions in furtherance of these Terms that would cause Sandvik to violate any Global Trade Laws and Regulations to which Sandvik is subject.
2.6 Without limitation to the generality of the foregoing, the Distributor shall not, directly or indirectly, sell, export, re-export, transfer, retransfer or otherwise release or dispose any Products:
- without securing all licenses and/or authorizations necessary under the Global Trade Laws and Regulations from the relevant governmental authority;
- to, or for the benefit of, a Listed Person;
- to, via, or otherwise for use in, Prohibited Countries;
- for any purpose connected with chemical, biological or nuclear weapons, or missiles capable of delivering such weapons, or for any nuclear explosive or unsafeguarded nuclear fuel cycle activity; or
- for military end-use or to a military end-user, including military intelligence end-uses and end-users, without obtaining Sandvik’s prior approval.
2.7 The Distributor shall impose the obligations above in this Section in all subsequent transactions involving the Products. Further, the [Distributor] shall establish and maintain adequate internal controls and mechanisms to (i) detect conduct by third parties in its downstream commercial chain, including possible resellers, that violates, or frustrates the purpose of, Global Trade Laws and Regulations; and (ii) ensure it obtains sufficient knowledge about end-user to determine whether for each contract, the [Products], could be destined for an end-use which is not permitted under this [Agreement].
2.8 The Distributor agrees to, as promptly as possible and in any event within five (5) business days, notify Sandvik in writing of actual or suspected breaches of any of the obligations above in this Section and shall to the best of its abilities, cooperate with Sandvik to facilitate compliance with Global Trade Laws and Regulations and will upon request, provide Sandvik with copies of all documentation relating to any business dealings involving the Products, including but not limited to, end-user certifications. Further, the Distributor shall provide all information relating to requests for any Products, that the Distributor suspects could violate or circumvent Global Trade Laws and Regulations, or where the provision of Products would breach the Distributor’s commitments under the obligations above in this Section, including requests from or on behalf of a Listed Person or attempts to acquire any Products in violation of Global Trade Laws and Regulations.
2.9 If the Distributor, in whole or in part, breaches any of the obligations above in this Section or (to the furthest extent permissible under applicable law) in Sandvik’s reasonable opinion any such breach is likely to occur, the Parties agree that: (i) Sandvik shall be under no obligation to fulfil outstanding payments, deliveries, orders or alike; (ii) Sandvik shall not be liable toward the Distributor or any third party for any subsequent non-performance by Sandvik under the Distributor Agreement; and (iii) that the Distributor shall indemnify and hold Sandvik harmless from any claims or losses relating to such non-performance. Any failure by the Distributor to comply, in whole or in part, with this Section, is to be considered a material breach of the Distributor Agreement which will entitle Sandvik to terminate the Distributor Agreement with immediate effect. Further, Sandvik is entitled to terminate the Distributor Agreement with immediate effect upon written notice if either Party’s ability to fulfil an obligation under these Terms is materially affected by the imposition of restrictions in Global Trade Laws and Regulations.
[1] Including the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, US Foreign Corrupt Practices Act, the UK Bribery Act 2010, the Swedish Penal Code and the anti-bribery laws of the Territory
