Legero Standard Anti-Corruption Terms
The following standard terms regarding corruption and bribery shall be added to any purchase orders or order confirmations with third parties or any other arrangement where a document signed by both parties does not exist.
General Anti-Corruption Terms – long form
Supplier shall, through confirming any purchase order to LEGERO, be deemed to represent and warrant that it currently does, and shall throughout the term of the relationship with LEGERO: (i) conduct its business in accordance with all laws, rules, legal measures and regulations which are or may be applicable to Supplier, (ii) maintain integrity and a high standard of ethics in all its business transactions,
(iii) avoid any unlawful or unethical intervention in the political or other affairs of any country, (iv) comply with any laws relating to anti-bribery and corruption, including without limitation the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010, and (v) comply with LEGERO’s Anti-Corruption Procedure as may be updated by LEGERO from time to time.
In this regard, and without prejudice to the generality of the foregoing, Supplier shall procure and ensure (on behalf of itself, its representatives, agents, subcontractors, directors, officers and employees) that:
a) No contribution, gift or other incentive shall be made, promised or offered by any of them, directly or indirectly, to any political party, organization or candidate in connection with any election campaign for any government office as a way of obtaining any advantage in respect of the performance of Supplier’s services, sale of goods or of obtaining a contract;
b) No loan, payment, gift, commission, fee, rebate, reward, hospitality or other incentive or advantage shall be made, promised or offered by any of them to or for the benefit of any supplier, customer, government or public official or other business associate of Supplier, including LEGERO, which could reasonably be interpreted as being for the purpose of improperly influencing, inducing, facilitating or securing a business or administrative decision of such supplier, customer, government or public official or other business associate, including LEGERO;
c) No loan, payment, gift, commission, fee, rebate, reward or other incentive or advantage shall be accepted by any of them which could reasonably be interpreted as being for the purpose of improperly influencing, inducing, facilitating or securing a business or administrative decision of any of them;
d) No facilitation payments (meaning small payments made to secure or expedite the performance of a routine or necessary action to which Supplier has legal or other entitlement) shall be made by any of them;
e) No protection money shall be paid to a person or persons engaged in unlawful activities;
f) No improper payment (including, without limitation, any payment made for unlawful purposes in any applicable jurisdiction) shall be channelled through any of them;
g) No form of activities which might reasonably be considered detrimental to the commercial reputation of LEGERO shall be carried out by any of them; and
h) The existence of any orders or contracts and the fees and commissions payable to Supplier shall be disclosed by Supplier to the authorities in the territory where services are performed or goods sold when required or requested.
Supplier shall ensure that any person associated with Supplier who is performing services or providing goods in connection with a purchase order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on Supplier in these Terms. Supplier shall be responsible for the observance and performance by such persons of these Terms, and shall be directly liable to LEGERO for any breach by such persons of any of these Terms.
Supplier shall notify LEGERO in writing promptly upon discovery of any violation of these Terms and shall in particular promptly report to LEGERO any request or demand for any undue financial or other advantage of any kind received by Supplier in connection with the performance of a purchase order.
In the event of any violation of these Terms, LEGERO may, at its sole option, terminate any purchase order submitted to Supplier at any time and, notwithstanding any other provision, shall have no obligation to provide further payment to Supplier for any goods or services performed after the date of the violation and Supplier shall refund to LEGERO all compensation received under purchase orders for goods or services then not fully delivered or finalized.
Supplier shall defend and indemnify LEGERO from and against all losses and expenses arising out of any violation of these Terms.
In order to verify that Supplier’s performance is in compliance with the Terms, LEGERO or its duly authorized agent shall have the right at any time during the term
of the Contract or the 12 months immediately thereafter to undertake an audit of Supplier’s performance, facilities, records and accounts, and verification of Supplier’s and Supplier’s Subcontractors Quality Control and inspection of results, and to take copies or extracts thereof. Supplier shall, at no cost to LEGERO, assist with any inspections whenever so requested by LEGERO and shall make available to LEGERO all reasonably requested records.
Books and Records/ Audit Rights
Supplier shall maintain complete and accurate records in accordance with standard accounting practices for a period of at least six (6) years following the date of an order confirmation.
Supplier warrants that all invoices and other documentation relating to its transactions with LEGERO shall be accurate and complete and fully describe the transactions to which they relate.
LEGERO and/or its duly authorized agent shall have the right at any time, with reasonable advanced notice, to audit Supplier’s performance, facility(ies), records and accounts, and to take copies of or extracts thereof, related to an order issued by LEGERO and confirmed by Supplier to verify that Supplier’s performance is in compliance with the terms of this Agreement. In the event any audit reveals an overcharge by Supplier, Supplier shall promptly refund any such overcharge plus interest at a commercially reasonable rate. Supplier shall cooperate with LEGERO in any such audit and shall make available to LEGERO all reasonably requested records.
Supplier may not assign, subcontract or transfer any order in any manner or any interest, payment or rights hereunder without the prior written consent of LEGERO and any assignment or transfer not so approved shall be considered null and void.