SUPPLIER AGREEMENT - COMPLIANCE CLAUSES
For the purposes of this Agreement:
Associated Persons means any person performing services for or on behalf of a party, including but not limited to subsidiaries, employees, agents, distributors and contractors;
Sanctioned Party means any party or parties listed on any list of designated or other restricted parties maintained under Trade Restrictions, including but not limited to the Consolidated List of Financial Sanctions Targets in the UK maintained by HM Treasury, the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Commission, and the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control;
Trade Restrictions means any applicable export control, trade or economic sanctions, embargo or similar laws, regulations, rules, licences, orders or requirements including without limitation those of the UN, UK, U.S. and the EU.
1. Trade Restrictions
1.1. The Supplier hereby acknowledges and agrees that the supply of the equipment and/or provision of services to SunTech Medical Device (Shenzhen) Co., Ltd (hereafter refer as SunTech) may be subject to Trade Restrictions. The Supplier is solely responsible for complying with and shall not do anything which would cause SunTech to be in breach of, Trade Restrictions. In particular, the Supplier agrees that it:
1.1.1. will obtain and maintain any required export licence or other governmental approval and complete such formalities as may be required under Trade Restrictions in order to supply the equipment and/or services to SunTech;
1.1.2. will not supply to SunTech any equipment or services that have been sourced, directly or indirectly, from: (i) any country, territory, or destination with which SunTech, as a matter of policy, does not conduct business, (including but without limitation to Iran, Syria, Sudan, Cuba, Crimea & Sevastopol and North Korea, and any other territory subject to comprehensive Trade Restrictions from time to time); (ii) any other territory from which the supply of the equipment and/or services would be restricted or prohibited under Trade Restrictions (subject to the Supplier obtaining any and all licences and/or approvals required to make such a supply); or (iii) any Sanctioned Party (or any party owned or controlled by a Sanctioned Party); and
1.1.3. will carry out sanctions screening checks on its suppliers (including their shareholders, beneficial owners and senior management) prior to its procurement of equipment and/or services in connection with this Agreement in order to ensure compliance with this clause 1.
1.2. Nothing in this clause 1 shall require either party to act in any way contrary to any blocking or antiboycott laws with jurisdiction over such party's operations, including (if applicable) the Anti-Foreign Sanctions Law of the People's Republic of China.
2. Compliance with laws
2.1. Supplier agrees to comply with the following:
2.1.1 all local and national laws in the territories in which it operates;
2.1.2 all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, and in particular Supplier shall not:
(a) make any offer, payment, promise to pay, or authorise the giving of any monies or financial or other advantage to any person:
(i) for the purpose of inducing or rewarding that person (or any other person) to perform their role or function improperly;
(ii) for the purpose of influencing a public official in relation to any decision, act or other performance (including failure to perform) of their official role or function, with the intention of obtaining or retaining business or a business advantage; or
(iii) that is otherwise for the purpose of improperly obtaining or retaining business or a business advantage of any kind;
(b) request, agree to receive, or accept, any monies or financial or other advantage in return or as a reward for performing their role or function improperly; or
(c) engage in any other activity, practice or conduct which would constitute an offence under any other applicable anti-corruption or anti-bribery legislation, or that would place SunTech in breach of such legislation;
2.1.3 all applicable taxation laws and shall in particular not commit an offence of cheating the public revenue or an offence consisting of the evasion of tax, or the facilitation of tax evasion by another person;
2.1.4 all applicable anti-slavery and human trafficking laws including The Modern Slavery Act 2015 or any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4 of the same Act; and
2.1.5 the Halma plc Group Code of Conduct as updated or amended from time to time, which may be found on the Halma website (www.halma.com).
3. Procedures and controls
3.1. The Supplier confirms it will at all times during the term of this Agreement:
3.1.1. have in place effective policies and procedures to ensure compliance with this Agreement (and in particular the laws referenced at clauses 2.1.2 and 2.1.3 above);
3.1.2. procure that its Associated Persons in respect of this Agreement and any other agreements with SunTech are aware of and comply with the provisions of clauses 1-3 of this Agreement;
3.1.3. maintain complete and accurate records of all transactions and payments related to this Agreement and any other agreement between the Supplier and SunTech and, on reasonable request, disclose details of those transactions and payments to SunTech;
3.1.4. on reasonable request confirm in writing to SunTech that it has complied with the requirements of this Clause [and, if so requested, allow SunTech to verify this compliance by way of an audit of its records]; and
3.1.5. immediately inform SunTech if it suspects or becomes aware of any breach of this Clause by it or any of its Associated Persons and provide detailed information about the breach.
4. Liability and Termination
4.1 In addition to any other remedy available to SunTech, the Supplier will indemnify, keep indemnified and hold harmless (on a full indemnity basis) SunTech and its affiliates, officers and personnel against all direct or indirect liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser’s fees and disbursements), interest and penalties suffered or incurred as a result of any breach by of the Supplier's obligations in clause 1-3 of this Agreement. This indemnity will not apply to any fine levied on SunTech as a result of SunTech’s criminal liability.
4.2 SunTech shall not be obliged to perform any obligation and shall have the right to terminate this Agreement and any other agreement with the Supplier, immediately and without being liable for any damages or costs of any kind, if in its sole discretion it reasonably believes that such performance in full or in part would be in violation of clauses 1-3 of this Agreement (including, for the avoidance of doubt, if such violation would be the result of any delay to, or refusal of, the grant of any licence required under applicable laws).
供应商协议 - 合规条款
1.1.1. 将获得并维持任何所需的出口许可证或其他政府批准，并完成贸易限制下可能要求的此类手续，以便向 顺泰医疗器材（深圳）有限公司 提供设备或服务；
1.1.2. 不会向顺泰医疗器材（深圳）有限公司提供任何直接或间接来自以下来源的设备或服务：(i) 泰医疗器材（深圳）有限公司根据政策不与之开展业务的任何国家、地区或目的地（包括但不限于到伊朗、叙利亚、苏丹、古巴、克里米亚和塞瓦斯托波尔和朝鲜，以及不时受到全面贸易限制的任何其他领土）； (ii) 根据贸易限制，设备或服务的供应将受到限制或禁止的任何其他地区（取决于供应商获得提供此类供应所需的任何和所有许可或批准）； (iii) 任何受制裁方（或受制裁方拥有或控制的任何一方）；
1.1.3. 在采购与本协议有关的设备或服务之前，将对其供应商（包括其股东、受益所有人和高级管理人员）进行制裁筛选检查，以确保遵守本条款 1。
1.2. 对业务有管辖权的任何一方不得以任何方式违反、封锁或反抵制第 1 条中的任何内容，包括（如适用）《中华人民共和国反外国制裁法》。
2.1.9 所有适用的反奴役和人口贩运法律，包括 《2015 年现代奴役法》或根据该法第 1、2 或 4 条构成犯罪的任何活动、做法或行为；
2.1.10 不时更新或修订的 Halma plc 《集团行为准则》，可在 Halma 网站 (www.halma.com) 上找到。
3.1.6. 制定有效的政策和程序以确保遵守本协议（尤其是上文第 2.1.2 和 2.1.3 条中提及的法律）；
3.1.7. 促使其与本协议，以及与顺泰医疗器材（深圳）有限公司达成的任何其他协议有关的关联人了解并遵守本协议第 1-3 条的规定；
3.1.9. 应合理要求，以书面形式向顺泰医疗器材（深圳）有限公司确认其已遵守本条款的要求，并且，如要求，允许顺泰医疗器材（深圳）有限公司 通过对其记录的审计来验证这种合规性；
3.1.10. 如果怀疑或得知顺泰医疗器材（深圳）有限公司或其任何关联人违反本条款，请立即通知 顺泰医疗器材（深圳）有限公司，并提供有关违反的详细信息。
4.3 除了对顺泰医疗器材（深圳）有限公司可用的任何其他补救措施外，供应商将承担就所有直接或间接责任、索赔、要求、损害、损失或因供应商违反本协议第 1-3 条中的义务而遭受或招致的费用（包括法律和其他专业顾问的费用和支出）、利息和罚款。该赔偿不适用于因 顺泰医疗器材（深圳）有限公司的刑事责任而对顺泰医疗器材（深圳）有限公司征收的任何罚款。
4.4 如果其自行决定合理地认为此类全部或部分履行将违反本协议的第 1-3 条（包括，为免生疑问，如果此类违反是由于延迟或拒绝授予下所需的任何许可的结果适用法律）,顺泰医疗器材（深圳）有限公司 没有义务履行任何义务，并且有权立即终止本协议和与供应商的任何其他协议，且无需承担任何形式的任何损害或费用。