Essential Conditions to Contract

Any supplier, customer or other party delivering (directly or indirectly) services or goods to a Manuchar group company accepts that the below provisions are essential conditions of the contract and of its (direct or indirect) dealings with any Manuchar group company.

By doing business with a Manuchar group company, you commit to comply with these provisions.

1. Compliance with international sanctions

1.1. “Sanctions” means any trade, economic and/or financial sanctions or export controls including without limitation any relevant law, regulation, order, ordinance, resolution, decree, restrictive measure or other requirement having the force of law, as well as import and export restrictions related to military and dual use products and technologies, chemical precursors (drugs and explosive), dangerous chemicals, pesticides and substances that deplete the ozone layer, adopted by the US, UK, EU (or its respective Member States), UN, or any other government authority.

1.2. You represent and warrant that neither you nor any person or entity that directly or indirectly owns or controls you, that you directly or indirectly own and control, or for which you are acting on behalf of or at the direction of is a designated target of any Sanctions, or an individual ordinary resident in or an entity incorporated under the laws of a country subject to comprehensive sanctions administered by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) (“Sanctioned Country”) (collectively “Sanctioned Person”). You agree and undertake that you and your suppliers, agents, contractors and representatives (“Related Parties”) will fully comply with the requirements of all applicable Sanctions in the performance of the Agreement(s).

1.3. You agree and undertake that the goods being supplied to us or by us in the performance of the contract with you (depending on what is relevant) are not directly or indirectly originating from a Sanctioned Person or Country or, respectively, will not be directly or indirectly resold to a Sanctioned Person or a Sanctioned Country, nor are or will the goods be transported on a vessel flying under the flag of a Sanctioned Country or that is a Sanctioned Person, or otherwise dealt with in any way which would cause a breach of Sanctions by Manuchar, its banks, insurers, agents, contractors, representatives, or shareholders (“Manuchar Related Parties”) or which would expose any Manuchar Related Parties to the effects of any Sanctions.

1.4. You further represent and warrant that you will not make payments to us through or via such country, bank, or other entity or body or facility, as would cause a breach of Sanctions by us or Manuchar Related Parties, or which would expose us or Manuchar Related Parties to the effects of any Sanctions, and that it will ensure that payment is made for the goods in full without violating Sanctions.

1.5. You warrant that goods supplied or handled by us (if relevant) will not be used by your customer or supplied by your customer in a way which would cause a breach of Sanctions by us or Manuchar Related Parties or otherwise to the effects of any Sanctions.

1.6. You will not and shall procure that your Related Parties will not, cooperate with, agree to, or comply with any terms or requests, including documentary requests, which violate or are otherwise prohibited or penalized under the anti-boycott laws or regulations of the US, UK, UN, the EU (or its respective member states), or any other government authority.

1.7. Without prejudice to the foregoing, you agree to cooperate with Manuchar’s reasonable requests for information and/or documentary evidence to support and/or verify compliance with this Clause.

2. Compliance with Anti-corruption and Anti-money laundering laws

2.1. You respectively agree and undertake to Manuchar that, in connection with the Agreement, you will fully comply with all applicable laws, regulations, orders, ordinances, resolutions, decrees, or restrictive measures and/or other requirements having the force of law, adopted by any state or government or international organization such as, but not limited to, the EU, the UN relating to anti-bribery and anti-money laundering, the US and the U.S. Foreign Corrupt Practices Act of 1977, (the “FCPA”), or the UK and the UK Bribery Act of 2010, (hereinafter the “Anti-Corruption and Anti-Money Laundering Laws”). In particular, you respectively represent, warrant and undertake to Manuchar that you shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to, or confer a financial advantage on:

1. a government official or an officer or employee of a government or any department, agency or instrumentality of any government;
2. an officer or employee of a public international organization;
3. any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization;
4. any political party or official thereof, or any candidate for political office; or
5. any other private person, individual or entity.

2.2. You agree and undertake that you and your Related Parties will fully comply with the requirements of all applicable Anti-Corruption and Anti-Money Laundering Laws in the performance of the Agreement(s).