Terms & Conditions | Veolia Water Technologies

Veolia Water Technologies AB - Hydrotech

Standard Terms and Conditions

A. Applicable Terms - Contract

These Terms and Conditions for Supply of Products ('Terms and Conditions') govern the supply of products by Veolia Water Technologies AB - Hydrotech (‘HYDROTECH’). These Terms and Conditions shall prevail over the PURCHASER’s terms and Conditions for purchase whether or not provided to HYDROTECH. Neither commencement of performance nor delivery by HYDROTECH shall be construed as or constitute acceptance of PURCHASER’s terms and Conditions for purchase. The present Terms and Conditions MAY NOT be varied without HYDROTECH’s prior consent in wring.

HYDROTECH’s Proposal form shall include HYDROTECH’s Project reference number, the complete designation of the Parties, the complete designation of the Products, the quantities and delivery date of such Products, and the complete list of documents composing the Proposal (including the General Terms) and the signature of HYDROTECH’s representative.

Once returned by the PURCHASER without modification and with the PURCHASER’s express approval given, dated and signed, and upon receipt by HYDROTECH, HYDROTECH’s Proposal shall constitute the special terms of the Contract arising out therefrom. The Contract shall prevail over the PURCHASER’s terms and Conditions for purchase, whether or not provided to HYDROTECH. The Contract shall be composed of the documents listed in the Special Terms, including the hereby Terms signed by both Parties. In case the PURCHASER wishes to modify HYDROTECH’s Proposal, the Contract shall be valid only upon HYDRTECH’s written formal acceptance of any such modification.

HYDROTECH shall not start processing/ manufacturing the Product before HYDROTECH receives the PURCHASER’s approval of HYDROTECH’s Proposal.

B. Definitions and Interpretation

In the present Terms and Conditions: 'PURCHASER' means a person to whom an Offer is made or to whom Products are supplied; HYDROTECH and PURCHASER shall be defined hereinafter individually or collectively as Party or Parties;

‘Intellectual Property’ means all forms of intellectual property rights including patents, designs, copyright, trademarks, trade names, trade secrets or any other intellectual or industrial property right, whether registered or unregistered related to the Products;

'Offer' means an offer by HYDROTECH to supply Products;

'Order' means an effecve contract to supply Products as per article 4;

'Products' means goods, equipment or materials, services as the case may be supplied by HYDROTECH to the PURCHASER pursuant to an Order.

In the present Terms and Conditions: a) clause headings and boldings are for convenience only and shall not affect interpretation thereof; b) words importing the singular include the plural and vice versa; and c. words importing a gender include any gender.

C. Offer

HYDROTECH may vary the content of an Offer at any me before its acceptance.
Unless otherwise stated in an Offer, that Offer remains open for acceptance for thirty (30) days after its date, but may be withdrawn by HYDROTECH at any me before acceptance.

D. Effective date

The Order shall become effective upon HYDROTECH‘s acceptance of the PURCHASER’s Order, unless otherwise agreed between the Parties.

E. Cancellation

The PURCHASER may not cancel an Order unless the PURCHASER: a) obtains HYDROTECH’s prior written approval; and b) pays HYDROTECH all costs incurred or damages suffered by HYDROTECH in connection with the Order (including without limitation any charges, dues, taxes, expenses, design costs, purchasing costs or other outgoings paid or incurred). Goods returned without HYDROTECH‘s consent will not be accepted for credit.

F. Variations

If the PURCHASER requests a variation to an Order: a) HYDROTECH will use its reasonable efforts to comply with the request; and b) if HYDROTECH can comply with the request: i) the PURCHASER shall pay HYDROTECH the amounts reasonably invoiced for the variation; ii) HYDROTECH will advise the PURCHASER of any delivery delay resulting from complying with the request; and iii) HYDROTECH may increase the price stated in an Order to cover extra costs incurred by it attributable to the PURCHASER's delay.

HYDROTECH may make changes to the Products, their delivery or packaging: a. without notifying the PURCHASER, if the changes improve the Products or do not substantially deviate from the original specifications for the Products; or b. in other cases, with the PURCHASER's approval.
Any attempt by the PURCHASER unilaterally to vary the content of an Order (including these Terms and Conditions), whether orally or in wring, is void.
All requests for variation shall be made in writing.

G. Price and Payment

The price of Products shall be specified in the Offer to the PURCHASER. Except as may be otherwise provided in an Offer, the price does not include any sales consumer tax, and/or other similar taxes, excise and custom dues, required by law in the country of delivery of the Products. The PURCHASER shall bear sole responsibility for the payment of such tax or duty.
Payment shall be made in Swedish Krona (SEK).
The price shall be adjusted upon increase in the cost of raw materials and wages according to the formula determined by HYDROTECH and upon notice to the PURCHASER.
Unless otherwise stated in an Order, the PURCHASER shall pay HYDROTECH within thirty (30) days from the date of each invoice by bank transfer.
Interests are payable on all late payments, whether the late payment is agreed by HYDROTECH or not, at the rate in force by law, calculated daily from the due date until the date of payment in full. All other expenses (including without limitation, administration costs and attorney’s fees) incurred by HYDROTECH in collecting late payments shall be paid by the PURCHASER.
Nothing in the provisions of article 17 above shall limit any right HYDROTECH may otherwise have to recover payment of due amounts and damages.

H. Delivery and Risk

Unless otherwise stated in an Order: a) HYDROTECH shall deliver the Products Ex-Works as per ICC Incoterm 2010; and b) the PURCHASER must arrange to pick up the Products immediately; and c) all risks including risk of loss or damage to the Products shall pass to the PURCHASER upon delivery as per a) above.
HYDROTECH's obligation with respect to shipment of the Product shall not extend beyond a) putting the Product in the possession of a suitable carrier and/or make a contract for the transportation thereof as required under the Special Terms, having due regard for the nature of the Product and b) delivering, within a reasonable me, such documents as may be necessary for the PURCHASER to obtain possession of the Product.
If the PURCHASER anticipates that he will be unable to accept delivery of the Product at the delivery me, he shall forthwith notify HYDROTECH in wring thereof at least seven (7) days before the shipping date confirmed in the order, stating the reason and, if possible, the me when he will be able to accept delivery.

If the PURCHASER fails to give such notice, HYDROTECH shall be entititled to compensation for any additional costs which he incurs and which he could have avoided had he received such notice.

If the PURCHASER fails to accept delivery at the latest ten (10) days after the delivery me stated in the order confirmation, he shall nevertheless pay any part of the purchase price which becomes due on delivery, as if delivery had taken place. HYDROTECH shall arrange for storage of the Product at the risk and expense of the PURCHASER. HYDROTECH shall also, if the PURCHASER so requires, insure the Product at the PURCHASER's expense.

HYDROTECH shall not be held responsible for any delays beyond their control, i.e. if the freight forwarder fails to deliver in me or if the PURCHASER’s authorized agent at the place of delivery does not untiload the Product, in which case the additional costs for HYDROTECH, as the case may be, will be borne by the PURCHASER.
If HYDROTECH anticipates that he will be unable to deliver the Product at the delivery me, he shall forthwith notify the PURCHASER in wring thereof at least seven (7) days before the shipping date confirmed in the order, stating the reason and, if possible, the me when delivery can be expected. If the HYDROTECH fails to give such notice, the PURCHASER shall be entititled to compensation for any additional costs which he incurs and which he could have avoided had he received such notice.
If HYDROTECH fails to deliver the Product at the latest ten (10) days after the delivery me stated in the order confirmation, or on the later date mutually agreed between the

Parties, the PURCHASER is entititled to liquidated damages from the date on which delivery should have taken place.

The liquidated damages shall be payable at a rate of 0.5 per cent of the price for each completed week of delay. The liquidated damages shall not exceed 7.5 per cent of the purchase price. These liquidated damages for delay shall constitute lump-sum damages as PURCHASER’s sole and exclusive remedy and in full satisfaction for HYDROTECH's liability for delay, for each day which elapses between the Delivery Date or the later date mutually agreed, whichever expires last, and the effective date of delivery, subject to the applicable maximum amount set forth below.

The liquidated damages become due at the PURCHASER’S demand in wring but not before delivery has been completed.

The PURCHASER shall forfeit his right to liquidated damages if he has not lodged a claim in writing for such damages within six months after the me when delivery should have taken place.

HYDROTECH shall not be liable for any delay and shall not pay any liquidated damages resulting from a failure by the PURCHASER to provide on me drawings and information, components or other items to be expressly provided by the PURCHASER under the Contract.

HYDROTECH shall not be responsible or liable for any delay directly or indirectly resulting from or contributed by limitations on HYDROTECH's production capabilities beyond its reasonable control, or to delays due, but not limited to fires or flood, explosions, bomb or explosion, earthquake or other natural disaster, illness or epidemic, Acts of God or public enemy, riot or other civil unrest or violence, weather Conditions, strikes or other differences with workers, shortage of utility, facility, components or labor, delay in transportation, breakdown or accident, war and acts of war, compliance with or actions taken to carry out the intent or purposes of any law or regulation, government requirement, inability to act due to government action or inaction, changes in Product or materials, or any other causes or contingencies not caused by HYDROTECH or over which HYDROTECH had no reasonable control.

In the event that any one or more deliveries hereunder is suspended or delayed by reason of any one or more of the occurrences or contingencies stated above, HYDROTECH shall give prompt notice to the PURCHASER, and shall be excused from performance under this Contract for the duration of such condition. any and all deliveries so suspended or delayed shall be made after such occurrences or contingencies have ceased to exist, and nothing herein contained shall be construed in any way as lessening the full amount of Product herein being purchased and sold, but only as deferring delivery and payment in the event(s) and to the extent herein provided for. Neither shall any delay in shipment be considered as a default under this contract nor give rise to any liability on the part of HYDROTECH for any incidental, special or consequential damage.

Should the duration of any such event exceed thirty days, then either HYDROTECH or the PURCHASER shall have the right to terminate the Contract by registered leer with forty-five (45) days prior notice.

I. Ownership of Products

Subject to article 26 below, HYDROTECH warrants full and unrestricted title to the PURCHASER for the Products free and clear of all liens, restrictions, reservations, security interests and encumbrances.
Ownership of the Products only passes to the PURCHASER when all of the Products under that Order are paid for in full. Until then: a) ownership of the Products remains with HYDROTECH; b) the PURCHASER holds the Products as bailey for HYDROTECH; and c) the PURCHASER shall maintain HYDROTECH’s identification property.

J. Testing, Inspection and Acceptance

If set forth in the Special Terms, the PURCHASER will be entitled to inspect the Product directly at HYDROTECH production site. All travel and lodging costs related to this inspection visit will be borne by the PURCHASER. The inspection date must be defined by the PURCHASER in wring minimum 2 weeks before inspection and accepted in wring by HYDROTECH. Design changes requested at inspection might delay the delivery date. Such an inspection shall be carried out on the assembling plaorm in the presence of an HYDROTECH representative, during normal business hours, and so as not to hinder the performance of HYDROTECH’s works and services.
HYDROTECH is not entitled to authorize any factory inspections in their sub-suppliers workshops.
The PURCHASER shall have the right to inspect the Product upon their receipt. The PURCHASER's failure to inspect the Product or failure to notify the HYDROTECH in wring that the Product are nonconforming within ten (10) days of their receipt, shall constitute a renunciation of the PURCHASER's right to inspect and/or reject the Product for nonconformity and shall be deemed to be an irrevocable acceptance of the Product by the PURCHASER.

K. Warranty

Unless article 31 applies, HYDROTECH warrants the Products, during a period of twelve (12) months, a) from the relevant date of delivery, or b) from the date of completion when the equipment is installed by HYDROTECH as the case may be will be free from faulty materials defects, workmanship or/and will conform to the manufacturer's specifications.
The present warranty is subject to prior notification by the PURCHASER to HYDROTECH, within three (3) business days from delivery and from discovery during the warranty period.
During the warranty period, HYDROTECH will, at its sole discretion, either: a) replace or repair Ex-Works; or b) pay to the PURCHASER the cost of replacing or repairing, that part or all of Products that are defective. No repair and replacement of the Product shall constitute an extension of the warranty period.
PURCHASER’s failure to notify HYDROTECH pursuant to article 31 above within said period shall constitute acknowledgement of compliance with the present Terms and Conditions and the PURCHASER shall then be deemed to have waived any such claim in relation to delivery of the Products.
The fulfilment of the obligations set out in this Clause K shall be in full satisfaction of HYDROTECH's liability for defects with regard to the Products. The warranty provided for in the present clause shall not be extended, altered or varied except by a written instrument signed by the Parties. In the event the provision relieving HYDROTECH from liability for its negligence be for any reason held ineffective, the remainder of the present paragraph shall remain in full force and effect.

L. Exclusion from Warranty

The foregoing warranty shall only apply in respect of claims as a result of defects in the Products or parts thereof which become apparent within the applicable warranty period.
The extent of HYDROTECH’s warranty under Clause K above as to defects in material or workmanship is limited to the repair of such defects or replacement (by a similar item free from the defect in question) in respect to article 32.
HYDROTECH shall not be liable in any way, whether in contract, tort, under statute or otherwise, for any failure of the Products to comply with the warranties given under Clause K: a) unless the PURCHASER can prove, to HYDROTECH’s satisfaction, that the PURCHASER used and operated the Products strictly in accordance with HYDROTECH’s instructions (which the PURCHASER will receive or must request and receive before initial use of the Products); or b) if the failure is caused by: i) fair wear and tear, impact, improper use, or mishandling; or ii) repair, alteration or use beyond their specifications or modification in any way by any person other than an employee of HYDROTECH.
The warranties under Clause K do not extend to any warranty of merchantability or fitness for a particular purpose. All other warranties, express or implied are excluded.
The PURCHASER acknowledges that: a) after the manufacture of Products for an Order, HYDROTECH shall not be obliged to make any change to the Products equivalent to any modification in design or specification made to any similar products made by HYDROTECH; and b) HYDROTECH shall not be responsible for the replacement of consumable and spare parts items used in operation of the Products.

M. Exclusions and Limitations of Liability

HYDROTECH may have insurance for claims relating to Products. For any claim covered by insurance, HYDROTECH’s liability shall be limited to the total of the price of each Order, provided however that in no event shall HYDROTECH bear any responsibility whatsoever under this contract, tort, law or otherwise except as per the above.
HYDROTECH shall in no event be held liable for loss of profits, loss of revenues, loss of opportunities, loss of use, loss of production, loss of contracts, and for any and all special, indirect or consequential damages whatsoever arising under term and condition, including each Order.
In this clause 'liability' means any liability, including: a) liability for breach of contract; and b) any other liability, including statutory and tortuous liability (including negligence) and liability for infringement of Intellectual Property rights.
The present Clause M shall apply notwithstanding any other provision of an Order, except where to do so would contravene any statute or cause any part of the Order to be void.
HYDROTECH’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, WHETHER BASED ON BREACH OF CONTRACT, STATUTORY WARRANTY, TORT OR OTHERWISE, SHALL IN NO EVENT EXCEED ONE HUNDRED [100] PERCENT OF THE CONTRACT PRICE, OR THE SAME PERCENTAGE OF THE CONTRACT PRICE AS IS SPECIFIED FOR THE SAME UNDER THE CONTRACT BETWEEN THE PURCHASER AND HYDROTECH, WHICHEVER IS LOWER.

HYDROTECH SHALL NOT BE HELD LIABLE IN THE EVENT OF A NON-COMPLIANCE WITH ITS OBLIGATIONS SET FORTH HEREIN TO THE EXTENT SUCH NON-COMPLIANCE IS DUE TO THE CONSEQUENCES OF THE COVID-19 PANDEMIC INCLUDING WITHOUT LIMITATION (I) OBLIGATION TO COMPLY WITH THE LEGISLATION ENACTED OR MEASURES TAKEN BY THE AUTHORITIES TO ADDRESS THE COVID-19 PANDEMIC (INCLUDING MANDATORY CLOSURES, REQUISITIONS, TRANSPORT LIMITATIONS, SOCIAL DISTANCING REQUIREMENTS), (II) OBSERVANCE OF HYGIENE AND SECURITY RULES AND RECOMMENDATIONS RESULTING FROM THE COVID-19 PANDEMIC, (III) INABILITY TO SUPPLY OR DISTRIBUTE TO RELEVANT PERSONNEL APPROPRIATE PERSONAL PROTECTIVE EQUIPMENT FOR THE TASKS TO BE PERFORMED, AS A RESULT OF SHORTAGES OF SUPPLY RESULTING FROM THE COVID-19 PANDEMIC, (IV) INABILITY OF A HIDROTECH SUBCONTRACTOR OR SUPPLIER TO COMPLY WITH ITS OBLIGATIONS FOR THE REASONS MENTIONED ABOVE; AND TO THE EXTENT THE RESULTING IMPEDIMENTS CANNOT BE REASONABLY OVERCOME.

IN THE EVENT SUCH CONSEQUENCES OF THE COVID-19 PANDEMIC RENDER HIDROTECH´S PERFORMANCE HEREUNDER MORE ONEROUS THAN COULD HAVE BEEN ANTICIPATED AT THE DATE THEREOF THE PARTIES SHALL NEGOTIATE ALTERNATIVE CONTRACTUAL TERMS, INCLUDING FOR DELIVERY/PERFORMANCE DATES OR SERVICE LEVELS, WHICH REASONABLY ALLOW FOR THE IMPACT OF THE CONSEQUENCES OF THE COVID-19 PANDEMIC REFERRED TO HERE ABOVE.

N. Purpose of Products

The PURCHASER acknowledges it relies solely on its own skill and judgement in all respects and in particular: a) in its decision to purchase Products; b) that the Products are fit for the purpose for which they are being acquired.
It is the PURCHASER’s sole responsibility to ensure that the Products are used for the purposes for which they were designed to be used.

O. Force Majeure

HYDROTECH shall not be held liable for any delay or failure in performance of any part of the present Terms and Conditions to the extent that such delay or failure is caused by, without limitation: accidental damage to its equipment or machinery; acts of God or of public enemy; blockade, rebellion, insurrection, riot or other civil unrest or violence or sabotage; weather Conditions, fire, storm, flood, earthquake, or other natural disaster; terrorism, bomb or explosion; war; illness or epidemic; quarantine restrictions; industrial or labour dispute, labour shortage; transportation embargo; act or omission (including laws, regulations, disapprovals or failures to approve) of any other person (including a government, government agency, a supplier or a sub-contractor).

If any such condition occurs, and HYDROTECH is delayed or unable to perform, HYDROTECH shall give notice to the PURCHASER, and shall be automatically excused from performance under the present Terms and Conditions for the entire duration of such condition.
If such condition continues for more than thirty (30) days, HYDROTECH shall have the right to terminate the affected Order or Orders with immediate effect by giving written notice to the PURCHASER.
If HYDROTECH terminates an Order under article 48: a) due to a Force Majeure event as described in article 46 affecting the PURCHASER, the PURCHASER must pay HYDROTECH all costs incurred or damages suffered by HYDROTECH in connection with the Order (including without limitation any charges, dues, taxes, expenses, design costs, purchasing costs or other outgoings paid or incurred; b) the rights and obligations of the parties under that Order will cease; and c) the accrued rights or remedies of the parties will not be affected.

P. Export Control

The PURCHASER shall not export, or permit the exportation of the Products without HYDROTECH’s’ prior written approval.

Q. Intellectual Property

The PURCHASER shall promptly notify HYDROTECH in wring of any claim or action alleging that any of the Products infringes any intellectual property right ('Intellectual Property Claim').
Except for any Intellectual Property Claim involving use of part or all of the Products: a) in combination with other goods not supplied by HYDROTECH; or b) as part of a process or in testing or experimenting other than with HYDROTECH ‘s approval, HYDROTECH must: c) defend any Intellectual Property Claim at its expense; and d) except as provided in Clause M, pay all costs and damages awarded against the PURCHASER in the Intellectual Property Claim. HYDROTECH will have the sole control and carriage of the defence of the Intellectual Property Claim and all negotiations for its settlement or compromise.

The PURCHASER: a) shall not incur any costs or expenses on HYDROTECH’s behalf without its prior written approval; and b) shall indemnify HYDROTECH against all expenses, losses, damages and costs (on the higher of a full indemnity basis and a solicitor and own client basis, and whether incurred by or awarded against HYDROTECH) that HYDROTECH may sustain or incur as a result, whether directly or indirectly, of HYDROTECH’s compliance with any design specifications or instructions provided or required by the PURCHASER.
The PURCHASER shall not: a) reverse engineer the Products; and b) design or manufacture products that compete with the Products.

R. Purchaser’s Default

If: a) the PURCHASER fails to make any payment required under these Terms and Conditions, including interests and any other amount owing to HYDROTECH, on the due date; b) the PURCHASER breaches any other provision of an Order or of these Terms and Conditions and fails to remedy the breach within seven (7) days after receiving written notice requiring it to do so; or c) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person to part or all of the PURCHASER's assets or business, HYDROTECH may: i) declare the entire sum remaining unpaid under these Terms and Conditions to immediately become due and payable; or ii) require the PURCHASER to pay in advance of delivery or completion; or ii) suspend or cease performance until all amounts owing to HYDROTECH are paid in full; or iii) request the PURCHASER to immediately return to HYDROTECH any Product it does not own; or iv) enter the premises in which the Products are stored and retake possession of them; and v. resell all or part of the Products without notice.
This clause shall not limit any other right HYDROTECH may have to recover damages for breach of contract.
Dispute Resolution/Applicable Law

A party shall not start proceedings under article 59 below (except proceedings seeking interlocutory relief) in respect of a dispute arising out of an Order ('Dispute') unless it has complied with this clause. A party claiming that a Dispute has arisen must immediately notify in wring the other party giving details of the Dispute.

During the ten (10) day period after a notice is given under article 57 (or such longer period as agreed in wring by the parties) ('Initial Period'), the parties shall use their best efforts and negotiate in good faith in order to resolve the Dispute. If the parties fail to resolve the Dispute within that me, either party may start proceedings pursuant to the provisions of article 59 below.
All disputes arising out of or in connection with these Terms and Conditions shall be settled by the relevant Swedish court of justice.
These Terms and Conditions shall be construed and governed in accordance with the law of Sweden. The Parties expressly exclude from this Agreement all the provisions of the Vienna Convention, 1980 (The United Nations Convention on Contracts for the International Sale of Goods).

T. Notices

All notices required to be given under these Terms and Conditions in relation to the Products must be sent to the address of the recipient as set out in the Order for those Products (or any other address notified in wring by the recipient in accordance with the present clause).
Any notice will be deemed to have been duly given, if sent by mail, five (5) business days after posting, if delivered by hand, on signature of receipt acknowledging delivery and, if sent by facsimile transmission, on generation of an acknowledgment that the transmission has been successfully completed.

U. Severability

The parties agree: a) to apply a construction of each provision of each Order that creates a legal and enforceable provision; b) that any illegal or unenforceable provision will be severed from these Terms and Conditions and will not affect the validity and continued operation of the remaining provisions; and c) to use their best endeavours to replace any severed provision with a provision having a commercial content as close as possible to the severed provision.

V. Entire Agreement

These Terms and Conditions: a) shall constitute the entire agreement between the parties as to the supply of the Products that are the subject of an Order; b) shall supersede: i) all prior written or oral negotiations, arrangements, agreements, representations or undertakings between the parties in connection with that subject after; ii) any terms and Conditions that, despite articles 4 or 12, the PURCHASER attempts to impose in relation to that subject after; and c) shall be binding upon and insure to the benefit of HYDROTECH and the PURCHASER and their respective successors and permitted assigns.

W. Compliance

Health and Safety

Both Parties shall comply, at all times, with the Health, Safety and Environment (HSE) requirements of the other Party. Both Parties shall respect the standards set by the other Party, in particular, the commitments to sustainable development, in the declaration of commitment to diversity and in the declaration of commitment to accident prevention and Health and Safety, as well as the regulations applicable to the aforementioned areas. Both Parties acknowledge and agree that compliance with this Clause constitutes an essential obligation of any contract or agreement entered into with HYDROTECH.

Both Parties shall respect the Universal Declaration of Human Rights and the United Nations Convention on the Rights of the Child, as well as the International Labour Organization conventions.

Both Parties shall comply with the other Party’s objectives of the Prevention, Health and Safety policy and the Diversity Action Plan(s) in force, in particular, with reference to the safety regulations applicable at the workplace, delivery of products and services which minimizes the risks to the health and safety of its own employees as well as to the employees of the other Party and to strive to continue to improve the health and working Conditions of its employees.

The PURCHASER agrees to be evaluated as part of HYDROTECH’s process of evaluation of sustainable development actions implemented by its customers and shall place at the disposal of HYDROTECH any and all information and resources that may be required for that purpose. The PURCHASER shall, if required, provide data related to its current state of progress of actions for sustainable development and provide updates if required.

Protection of the environment

Both Parties shall comply with the applicable regulations related to the protection of the environment and implement any action(s) that is required to reduce its impact on the environment.

68 Ethics and business conduct

In the performance of its herein obligations, no Party shall pay, offer, promise to pay, or authorize the payment directly or indirectly through any other person or firm, of any monies or anything of value to: (a) any person or firm employed by or acting for or on behalf of the end-user or beneficiary of the Supply of Products, whether private or governmental or (b) any government official or employee or any political party or candidate for political office, for the purpose of inducing or rewarding any action by the end-user or beneficiary or official favourable to the Parties or any Party thereof in connection with the Contract (any such act being a "Prohibited Payment"). A Prohibited Payment does not include the payment of reasonable and bona fide expenditures, such as travel and lodging expenses, which are directly related to the promotion, demonstration or explanation of Products, or the execution or performance of a contract with any customer, client or foreign government or agency thereof; provided such payments are permissible under the local law and the end-user or the beneficiary’s guidelines.

If a Party breaches its obligations under this Clause, the other Party may (without liming any other right it may have), notwithstanding any other provision of this Contract to the contrary, immediately terminate this Contract, in whole or in part. The breaching Party shall be responsible for and shall indemnify the other Party for any and all damages, costs, expenses and losses (including lost profits) of any nature incurred by the terminating Party as a result of such Prohibited Payment, termination and withdrawal, notwithstanding any other provision to the contrary in this Contract.

The Parties represent and warrant to each other that they shall comply, at all times, with all regulations, laws and international treaties related to the fight and prevention of corruption and, in particular, of the provisions of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of December 17, 1997, the UK Bribery Act, and the applicable national laws.

The PURCHASER hereby confirms that neither they, nor any of their affiliates, agents, employees or persons acting on their behalf in relation to this Contract, is on the list of targeted persons pursuant to any applicable regulations including without limitation, the SDN List, and economic/trade restricting sanctions.

The PURCHASER hereby represents and warrants that none of the Products contemplated and detailed in this Contract are intended for any of the following countries: Sudan, North Korea, Afghanistan, Belarus, Burma, Bosnia and Herzegovina, Cuba, Democratic Republic of Congo, Eritrea, Guinea Bissau, Iran, Liberia, Somalia, South Sudan, Syria, Zimbabwe, Hai, Iraq, Libya, Republic of Guinea (Conakry), Russia, Tunisia or Ukraine. The PURCHASER also represents and warrants that none of the Products and Services (as applicable) contemplated under this Contract shall transit, trans-ship or involve itself in any way whatsoever, with any of the above-listed countries.

The PURCHASER shall hereby abide by the An-Corruption Code of Conduct of the VEOLIA group of companies, which shall be available on the website or upon request (or the equivalent minimum standards), and comply with the provisions of this Code in the

performance of its obligations under the Contract, or any other contract, agreement or arrangement entered into with the Supplier or its affiliates. Both Parties acknowledge and agree that compliance with this Clause constitutes an essential obligation of any contract or agreement entered into with HYDROTECH or its affiliates.