Issue, variation and suspension of the Purchase Order


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NameIssue, variation and suspension of the Purchase Order
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GENERAL TERMS AND CONDITIONS OF PURCHASE

(GOODS AND/OR SERVICES)

  1. Premises

These General Terms and Conditions of purchase of goods or services concern the purchase of goods or services bu ViiV Healthcare srl, based in 2, Alexander Fleming Street, 37135 Verona, Italy, an Italian private entity with sole shareholder subject to the activity of direction and coordination of ViiV Healthcare Overseas Limited - Verona Register of Companies, TAX id and VAT code n. 03878140239 - paid up capital Euro € 1.000.000,00.

  1. Definitions

Agreement” or “Agreements” means the specific agreements entered into - from time to time - by VIIV and Supplier with the acceptance of the Purchase Order by Supplier, according to section 3 of these General Terms and Conditions. The Agreement will consist of: the Purchase Order, these General Terms and Conditions, and any other document, such as the Specification, economic attachment and any other documents (or parts thereof) specified in the Purchase Order or attached to the above-mentioned documents.

Confidential Information” means tall data, information, specifications and facts of confidential nature.

General Terms and Conditions” means the general terms and conditions of purchase of goods or services set out in this document.

"Goods" means tangible and intangible assets sold by Supplier to Purchaser and specified in the Purchase Order.

"ViiV" or “Purchaser” means ViiV Healthcare srl.

Parties” means ViiV and Supplier.

Purchase Order” means the purchase order sent by Purchaser.

"Services" means work and intellectual services specified in the Purchase Order.

"Specification” means the technical and quality specifications, including packaging and delivery of the Goods, as requested by Purchaser which can be sent in written form to Supplier. These Specification will form an integral part of the Agreement and will be deemed to be accepted unless objections by Supplier within 3 (three) days form the receipt of the Specification.

"Supplier" means the person, firm or company to whom the Purchase Order is addressed.

  1. Issue, variation and suspension of the Purchase Order

    1. These General Terms and Conditions will apply between the Parties except in the case of express exceptions specified in the Purchase Order or in other documents which are part of the Agreement; however, the terms and conditions in any separately negotiated document (including, confirmation of delivery or of the purchase order, the invoice or any other commercial document) will not have effect and will be considered null and void if they are not in written form, signed by the Parties and if date is not later than the date of the Purchase Order.

    2. These General Terms and Conditions do not bind Purchaser to purchase any Goods or Services from Supplier, but provide the general terms and conditions which will apply to the purchase of goods or services when Purchaser sends a Purchase Order to Supplier.

    3. Purchaser will not be liable in respect of any Purchase Order other than those sent in the format agreed by the Parties (email or facsimile).

    4. Purchase Orders will be deemed to be accepted by Supplier on the earlier of: a) Supplier issuing a written acceptance of the Purchase Order within the term fixed for the acceptance or, failing that, within the term of three days from receipt of the Purchase Order; b) Supplier not issuing to the Purchaser a written communication of refusal within the term fixed for the acceptance or, failing that, within the term of three days from receipt of the Purchase Order.

    5. Before the delivery of the Goods or the performance of the Services, Purchaser is entitled to change or cancel, entirely or in part, in writing the Purchase Order. The Supplier can claim only documented cost actually incurred for the execution of the Purchase Order until the reception of the change or cancel notice; no further cost or liability will accrue on its account. The amount of the said credit will be notified within 15 (fifteen) days from the receipt of the above mentioned notification. If, consequently to this variation, the price previously agreed changes, this change will be agreed in a written form by the Parties.

    6. If the Purchase Order regards the purchase of Goods, provisions of this General Terms and Conditions concerning Service will not apply. Vice versa, if the Purchase Order regards the purchase of Services, provisions of this General Terms and Conditions concerning Goods will not apply.

  2. Delivery of Goods

    1. Unless otherwise instructed in writing by Purchaser’s nominated representative, all Goods must be delivered and all Services must be performed at Verona site based in Via A. Fleming 2 or other place specified in the Purchase Order and at the time specified in the Purchase Order.

    2. Supplier will arrange the transport of the Goods until the delivery in the place specified in the Purchase Order, also providing proper insurance.

    3. Title of the Goods will pass on the Purchaser from the acceptance of the Goods in the above-mentioned place of delivery.

    4. Risk in the Goods will pass on the Purchaser on completion of delivery in the place specified in the Purchase Order, including unloading and storage.

    5. Time will be of the essence in relation to the performance of any and all of Supplier’s obligations pursuant to the Agreement.

    6. Where it is impossible the delivery of the Goods within the time agreed, the Supplier will have to notify immediately the delay and the expected duration of the delay.

    7. Goods delivered in advance may not be accepted by Purchaser and, regarding the payment of the price, the delivery term agreed by the Parties will apply.

    8. Damage or breakage due to imperfect or unsuitable packaging, even if occurred in normal conditions of transport, will be borne by Supplier.

  3. Quality and fitness for purpose

    1. Supplier guarantees that:

  • Goods comply with all national and international applicable laws. Where Goods consist of machine, plan or equipment, Supplier guarantees the compliance with safety and accident prevention regulations and, where applicable, with ISPEL, CEI, VVFF provisions; with this regard, Supplier will provide the related documentation. Where the purchase concerns dangerous substances, Supplier will provide the Purchaser with the safety data sheet, as provided by the current laws;

  • Goods and Services comply with all respect with the Agreement;

  • Goods are free from defects in design, material and workmanship;

  • Goods are consistent with parts which could be assembled to the Goods, according to the Specification or other information provided to Supplier;

  • Goods are fit for purposes for which they are intended, or notified to Supplier;

  • Goods are in strict compliance with any samples, patterns, drawings provided to Supplier.

    1. Supplier will also guarantee the good functioning of the Goods for a period of 12 (twelve) months from the date of delivery unless otherwise agreed by the Parties or from Testing (if provided).

    2. Subject to art. 1495, second paragraph, Italian Civil Code, the Parties agree that the term for complaint - as provided for by articles 1495, 1497, 1512 Italian Civil Code – is 30 (thirty) days from discovery of defect, lack of quality or defect of functioning.

    3. In case of defect or nonconformity of the Goods, Purchaser will be entitled in its sole discretion to the following remedies:

  • require Supplier to correct the defect or nonconformity or replace the Goods , at Supplier’s cost, within 15 (fifteen) days, if no different term is provided, from Purchaser’s notice of defect or nonconformity;

  • ask a reasonable reduction of the price of defective or nonconforming Goods;

  • terminate the Agreement by giving notice in writing to Supplier regarding defective or nonconforming Goods, refuse the payment of the price and recover sums already paid.

    1. If Services do not conform with the Agreement, Supplier will make all necessary changes, at Supplier’s cost, to ensure the conformity of the Services with the Agreement.

  1. Testing

Goods are subject to a final standard test (“Testing”) before the delivery, if requested by Purchaser and specified in the Purchase Order. Testing will be carry out in the presence of the Parties and will be recorded in writing and relevant document signed by the parties. The positive result of Testing and/or Purchaser’s approval do not relieve Supplier from obligations provided in section 5.

  1. Intellectual property rights

7.1 Supplier:

a) warrants that Goods do not infringe any third party’s intellectual property rights;

b) is entitled to transfer to Purchaser the right to use, incorporate and market the Goods.

7.2 Purchaser retains intellectual property rights in, and ownership of all materials, plans, drawings, tools, data, the Specification, patterns and/or designs provided by Purchaser to Supplier, and they will all returned at any time in good condition at Purchaser’s request.

7.3 Intellectual Property Rights arising during or out of the provision of Services will be and remain the property of Purchaser. Supplier will hold Purchaser harmless against any third party’s claim.

  1. Compensation

Supplier will indemnify Purchaser, on demand from and against all losses incurred or suffered as a result of or in connection with:

  • breach of guaranties provided by section 5 of this General Terms and Conditions;

  • any claim that the Goods or the provision of the Services by Supplier, the use by or on behalf of Purchaser of the Goods or of any asset used or provided by Supplier in connection with the performance of the Services, infringes the intellectual property rights or any other rights of any third party;

  • any other breach of the Agreement, Specifications and these General Terms and Conditions.

  1. Supplier’s employees

Supplier will comply with any and all obligations towards its employees, as provided for by any applicable laws, including, by way of exemplification, the provisions on safety and health at the work place, the provisions related to the payment of the social contributions and of the emoluments.

Supplier will guarantee the observance by its employees who has access to Purchaser site of all the safety conditions, provided by health and safety regulations, fire prevention, hygiene at work, health surveillance and environmental protection, and rules provided by Purchaser procedures for the access and behaviour at Purchaser site.

Purchaser may prohibit the access and ask the immediate removal of personnel that does not observe all the above-mentioned rules, or does not meet the above-mentioned criteria.

  1. Termination and rescission of contract

10.1 Express termination clause

Purchaser is entitled to terminate the Agreement, according to art. 1456 Italian Civil Code, as follows:

  • Supplier’s breach of the Agreement which consists of: delay in the delivery, also if delay concerns only part of Goods/Services or nonconformity with Specifications;

  • breach of Anticorruption Laws;

  • breach of section 13 (Assignment);

  • breach of section 19 (Confidentiality);

  • breach of section 20 (Ethical standards and human rights).

In such case the Purchase Order, in all or in part, will be cancelled, save for Purchaser’s right to damages. When Purchaser has the right to compensation for damages or penalty, the Parties can proceed with compensation between mutual debts and credits. In case of credit resulting from damages, Purchaser will evaluate the damage in bona fide and offset the sum according to art. 1252 Italian Civil Code.

10.2 Invitation to perform

Subject to clause 10.1, if Supplier is in breach of the Agreement and does not remedy the breach within 15 (fifteen) days of Purchaser notice so to do (if capable of remedy) Purchaser may terminate the Agreement immediately by notice to Supplier, according to art. 1454 Italian Civil Code.

10.3 Rescission

The Agreement may be terminated at any time by Purchaser for any reason whatsoever by giving Supplier a 30 (thirty) day notice of termination in writing.

  1. Price and payment terms

The price (which will be a firm fixed price) will be inclusive of all packaging and other related charges and (unless Incoterms are agreed) inclusive of delivery and insurance. Any increase in the price for any reason will be subject to the express prior written consent of Purchaser.

11.1 Provided the Goods and Services have been delivered to Purchaser, payment will be made, by bank transfer, by Purchaser to Supplier for Goods and Services which comply with the Agreement, as follows.

Derogation to Legislative Decree n. 231/2002, as modified by Legislative Decree n. 192/2012

The parties agree to derogate from payment term and late payment interest provisions, as follows.

  • payment will be made 60 (sixty) days from the date of receipt of invoice at beginning of next month.

  • in case of late payments, legal interest rate, as provided for by art. 1284 Italian Civil code, will apply and interest will be calculated from the receipt of written request of Supplier.

Counterpart declares and recognize that the said derogations are not grossly unfair and in particular the definition of the date on which the interest for late payments are due helps a proper accounting management .

11.2 Payment of price will be made, on behalf of Purchaser, by GlaxoSmithKline IHC Ltd, which is a member of the GlaxoSmithKline group of companies and is subject to the activity of direction and coordination of GlaxoSmithKline plc , based in 980 Great West Road, Brentford, Middlesex TW8 9GS.

11.3 Invoices will be issued to GlaxoSmithKline SpA and sent to RECALL Information Management, Rif. 15, PO BOX 24085, Madrid 28080, Spain.

Purchase Order number and IBAN code/SWIFT code must be quoted on all invoices.  Should the Supplier fail to specify these information, Purchaser will return the invoice to Supplier and the payment will become due 60 (sixty)  days from receipt of invoice at beginning of next month, after providing such information. For information concerning payment status please call 045 9218982 on Tuesday and Thursday, from 9 to 11, or write to  ww.bsc-rx-ap-italy@ViiV.com.

  1. Penalty for delay

If Supplier is behind schedule in the delivery of Goods/Services, Purchaser is entitled to apply a penalty of 1% of the Purchase Order price for each day of delay up to a maximum of 10% of the Purchase Order price. The amount of penalty will be communicated to Supplier after delivery of Goods/Services and it will be set off with Purchaser’s debts relevant to price for Goods/Services.

  1. Assignment

Supplier’s rights, obligations and credits under the Agreement may not be assigned in whole or in part without the prior written consent of Purchaser (acting in its sole discretion) and any such consent will not be deemed to relieve Supplier of any of its obligations and liability to Purchaser pursuant to the Agreement.

  1. ViiV trademarks

Supplier will not, without the prior written consent of Purchaser, use Purchaser trademarks or other images relevant to Purchaser trademark and in any case in compliance with “ViiV Visual Identity guidelines” which will be provided by Purchaser.

  1. Processing of personal data and data privacy protection

The processing of personal data for the implementation of this Agreement will be undertaken by both parties - ViiV and Supplier - in accordance to the Data protection Code [Legislative Decree 196/03] and as follows:

Personal Data of which ViiV is the Data Controller

ViiV declares and guarantees to Supplier:

  • that the Personal Data included in Data Banks owned by ViiV are processed in accordance with the aforementioned Data Privacy legislation;

  • to be expressly authorized to transfer such data to third parties, including suppliers of goods and/or services entrusted by ViiV to carry its activities.

ViiV will disclose such Data to Supplier:

  • exclusively for the purpose of carrying out this agreement, with the obligation to return them in full, without retaining any copy, and to block their processing at the end of this agreement;

  • only after the formalization -and within the limits- of Supplier’s appointment as "Data Processor/Person in charge of data processing", if applicable.

Personal Data of which Supplier is the Data Controller

Supplier declares and guarantees to ViiV:

  • that the Personal Data included in Data Banks owned by Supplier (i.e Personal Data of its personnel, or third parties with whom it collaborates, etc.) that the is authorized to process and transfer to third parties for the carrying out of contracts prior giving Information letter and receiving consent, are processed in accordance to the aforementioned Data Privacy legislation;

  • to be responsible for any liability arising out from the infringement of the aforementioned legislation and, from now on, to hold harmless and indemnify ViiV in the event of claims by third parties.

Information ex art.13 D.Lgs. 196/03

ViiV, in its capacity of Data Controller of the processing of data received from Supplier by virtue of this agreement, wishes to inform the Supplier that the data may be disclosed only to those who, within and outside ViiV, will need them exclusively for the management of this agreement and may be communicated and transferred in Italy and/or abroad –also outside the European Union- strictly in accordance to the above mentioned purposes, to:  Companies belonging to GlaxoSmithKline Group, controlled or affiliated  People/companies who supply goods and/or services entrusted by ViiV to carry its activities.

As set forth in art.7 of the above mentioned Code, the right to access is guaranteed to Supplier and/or third parties with whom it collaborates, for the purpose of obtaining the confirmation of the existence of the personal data, of knowing their content and origin, of verifying their accuracy or of requesting their integration, updating or amending and to oppose to their processing.

Undersigning this agreement, express consent is intended as given by Supplier to ViiV for the processing, communication and transfer of the personal data within the limits, for the purposes and according to the above mentioned terms.

  1. Liability and insurance

Supplier will indemnify and hold Purchaser harmless against any direct liabilities, damages, claims, costs, losses and expenses incurred or paid by Purchaser howsoever arising from any defect in the Goods or Services or any breach by Supplier of its obligations hereunder or of any statutory duty or from any act or omission of Supplier’s employees, agents or sub-contractors.

Supplier will insure with a reputable insurance company its liabilities under the Agreement as follows:

  • a General Liability Policy with a leading Insurance Company for one maximum coverage, without franchise, of a value not lower than € 2.500.000,00 (twomillionfivehundredsthousandeuros) each damage/year. The policy is to provide also for a maximum coverage of a value not lower than € 150.000,00 (onehundredfiftythounsandeuros) for indirect damages such as interruptions or total or partial suspension of the industrial or commercial activities or services and so on, upon presentation of suitable documentation by Purchaser proving the sustained damage;

  • a Product Liability Policy with a leading Insurance Company for one maximum coverage, without franchise, of a value not lower than € 2.500.000 (twomillionfivehundredsthousandeuros) each damage/year.

Supplier, on demand, will have to produce the relevant appropriate certifications duly issued by the Insurance Company regarding the above insurance covers.

Any limitation, monetary or otherwise in such policy will not be construed as a limitation on Supplier's liability and Supplier will, notwithstanding such limitation, remain liable in full for any matters and to any extent not covered by the policy.

  1. Inspection

Purchaser, and any third party it appoints on its behalf, will have the right upon prior notice to inspect Supplier at Supplier's premises in order to check that the Goods or Services to monitor compliance with the Agreement, laws and ViiV provisions provided by section 21 (Compliance with laws and ViiV provisions), as well as check the suitability of Supplier to perform the Agreement. Supplier will cooperate fully with such inspection and provide the documentation requested in order to check the compliance with contractual obligations, including the compliance with anticorruption laws.

  1. Governing law and jurisdiction

The construction, validity and performance of the Agreement will be governed by the laws of Italy.

For any dispute arising out or connected with the Agreement the parties hereby submit to the exclusive jurisdiction of the Court of Verona.

  1. Confidentiality

19.1 Supplier will, and will procure that its employees and sub-contractors will, keep confidential all information of a commercial or technical nature disclosed to Supplier by Purchaser for the purpose of the Agreement, and will not use or disclose such information to any third party without Purchaser's prior written consent. Supplier will not without Purchaser 's prior written consent disclose, copy, publicise or publish, the existence of the Agreement or any information related to the Agreement including the name of Purchaser, any Purchaser Affiliate.

19.2 Supplier will retain Purchaser Confidential Information only for as long as specified in the Agreement or as otherwise necessary to satisfy the purposes for which it was provided to Supplier, except only to the extent longer retention is required by applicable law.

18.3 Supplier will (at its sole cost) return, delete or destroy all Purchaser Confidential Information then in its possession or under its control, including without limitation all originals and copies of such Purchaser Confidential Information, upon Purchaser’s request for any reason. Supplier will certify compliance with this requirement by written notice to Purchaser received no later than thirty (30) days following such return, deletion or destruction of all Purchaser Confidential Information.

19.4 When transferring Purchaser Confidential Information, and in communications between Purchaser and Supplier, Supplier will use encryption based on guidance provided by Purchaser.

19.5 Upon discovering any suspected or actual unauthorized disclosure, loss or theft of ViiV Confidential Information (a “Data Security Breach”), Supplier will send an e-mail to csir@ViiV.com notifying ViiV. Supplier will work with ViiV in good faith to identify a root cause and remediate a Data Security Breach.

19.6 VIIV and its agents, auditors (internal and external), regulators and other representatives as ViiV may designate may inspect, examine and review the systems, records, data, practices and procedures of Supplier (and any subcontractors it may use) that are used in rendering the services under the Agreement to verify the integrity of ViiV Confidential Information and compliance with the data privacy, confidentiality and security requirements of the Agreement.

  1. Ethical standards and human rights
    1. Unless otherwise required or prohibited by law, Supplier warrants that in relation to the supply of Goods or Services under the terms of the Agreement:

      1. it does not employ engage or otherwise use any child labour in circumstances such that the tasks performed by any such child labour could reasonably be foreseen to cause either physical or emotional impairment to the development of such child;

      2. it does not use forced labour in any form (prison, indentured, bonded or otherwise) and its employees are not required to lodge papers or deposits on starting work;

      3. it provides a safe and healthy workplace, presenting no immediate hazards to its employees, any housing provided by Supplier to its employees is safe for habitation, and it provides access to clean water, food, and emergency healthcare to its employees in the event of accidents or incidents at Supplier's workplace;

      4. it does not discriminate against any employees on any ground (including race, religion, disability or gender);

      5. it does not engage in or support the use of corporal punishment, mental, physical, sexual or verbal abuse and does not use cruel or abusive disciplinary practices in the workplace;

      6. it pays each employee at least the minimum wage, or a fair representation of the prevailing industry wage (whichever is the higher), and provides each employee with all legally mandated benefits;

      7. it complies with the laws on working hours and employment rights in the countries in which it operates;

      8. it is respectful of its employees right to join and form independent trade unions and freedom of association; and

      9. it complies with the ViiV Anti-Bribery and Corruption Requirements set out in Annex A.

    2. Supplier agrees that it is responsible for controlling its own supply chain and that it will encourage compliance with ethical standards and human rights by any subsequent supplier of goods and services that are used by Supplier when performing its obligations under the Agreement.

    3. Supplier will ensure that it has ethical and human rights policies and an appropriate complaints procedure to deal with any breaches of such policies.

    4. Purchaser reserves the right upon reasonable notice (unless inspection is for cause, in which case no notice will be necessary) to enter upon Supplier's premises to monitor compliance by Supplier of the warranties set out in Section 20.1 above and Supplier will, subject to compliance with law, furnish Purchaser with any relevant documents requested by Purchaser in relation thereto.


  2. Compliance with laws and ViiV’s provisions

The relations between Purchaser and Supplier will be based on the following laws and principles::

  • Laws related to pharmaceutical sector according to the Legislative Decree n. 219/06 “Attuazione della direttiva 2001/83/CE (e successive direttive di modifica) relativa ad un Codice Comunitario concernente i medicinali per uso umano, e della Direttiva 2003/94/CE”;

  • Legislative Decree n. 231/2001 and Law n. 190/2012;

  • Codice Deontologico di Farmindustria”, if applicable;

  • Codice Etico at www.ViiV.it”;

  • Modello Organizzativo ViiV”, with regards to the sections, from time to time, notified by ViiV’s nominated representative.



ANNEX A
VIIV ANTI BRIBERY AND CORRUPTION REQUIREMENTS
VIIV requires compliance with the highest ethical standards and all anti-corruption laws applicable in the countries in which VIIV (whether through a third party or otherwise) conducts business, including Legislative Decree n. 231/2001 and Law n. 190/2012 (“Anticorruption Laws”). All VIIV employees and any third party acting for or on behalf of VIIV must ensure that all dealings with third parties, both in the private and government sectors, are carried out in compliance with all relevant laws and regulations and with the standards of integrity required for all VIIV business. VIIV values integrity and transparency and has zero tolerance for corrupt activities of any kind, whether committed by VIIV employees, officers, or third-parties acting for or on behalf of the VIIV.

It is a material term of this Agreement that Supplier will comply with the following:

  1. Supplier will comply fully at all times with all applicable laws and regulations, including but not limited to applicable anti-corruption laws, of the territory in which the Supplier conducts business with VIIV.

  2. Supplier agrees that it has not, and covenants and that it will not, in connection with the performance of this Agreement, directly or indirectly, promise, authorise, ratify or offer to make or make any “payments” of “anything of value” (as defined in the glossary section) to any individual (or at the request of any individual) including a “government official” (as defined in the glossary section) for the improper purpose of influencing or inducing or as a reward for any act, omission or decision to secure an improper advantage or to improperly assist the Supplier or VIIV in obtaining or retaining business.

  3. Supplier agrees that it has not, and covenants and that it will not, in connection with the performance of this Agreement, directly or indirectly, promise, authorise, ratify or offer to make or make any “facilitating payments” (as defined in the glossary section) to any individual (or at the request of any individual) including a “government official” (as defined in the glossary section).


GLOSSARY

The terms defined herein should be construed broadly to give effect to the letter and spirit of VIIV’s ethical standards.

Anything of Value: this term includes cash or cash equivalents, gifts, services, employment offers, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria or provision of any other asset, even if nominal in value.

Facilitating Payments: otherwise known as “greasing payments” will mean a payment to an individual to secure or expedite the performance of a routine government action by government officials.

Government Official will mean: (i) Any officer or employee of a government or any department, agency or instrument of a government; (ii) Any person acting in an official capacity for or on behalf of a government or any department, agency, or instrument of a government; (iii) Any officer or employee of a company or business owned in whole or part by a government; (iv) Any officer or employee of a public international organisation such as the World Bank or United Nations; (v) Any officer or employee of a political party or any person acting in an official capacity on behalf of a political party; and/or (vi) Any candidate for political office.

Payments: this term refers to and includes any direct or indirect offers to pay, promises to pay, authorisations of or payments of anything of value.

ANNEX A
VIIV ANTI BRIBERY AND CORRUPTION REQUIREMENTS

ViiV requires compliance with the highest ethical standards and all anti-corruption laws applicable in the countries in which ViiV (whether through a third party or otherwise) conducts business, including Legislative Decree n. 231/2001 and Law n. 190/2012 (“Anticorruption Laws”). All ViiV employees and any third party acting for or on behalf of ViiV must ensure that all dealings with third parties, both in the private and government sectors, are carried out in compliance with all relevant laws and regulations and with the standards of integrity required for all ViiV business. ViiV values integrity and transparency and has zero tolerance for corrupt activities of any kind, whether committed by ViiV employees, officers, or third-parties acting for or on behalf of the ViiV.

It is a material term of this Agreement that Supplier shall comply with the following:

  1. Supplier shall comply fully at all times with all applicable laws and regulations, including but not limited to applicable anti-corruption laws, of the territory in which the Supplier conducts business with ViiV.

  2. Supplier agrees that it has not, and covenants and that it shall not, in connection with the performance of this Agreement, directly or indirectly, promise, authorise, ratify or offer to make or make any “payments” of “anything of value” (as defined in the glossary section) to any individual (or at the request of any individual) including a “government official” (as defined in the glossary section) for the improper purpose of influencing or inducing or as a reward for any act, omission or decision to secure an improper advantage or to improperly assist the Supplier or ViiV in obtaining or retaining business.

  3. Supplier agrees that it has not, and covenants and that it shall not, in connection with the performance of this Agreement, directly or indirectly, promise, authorise, ratify or offer to make or make any “facilitating payments” (as defined in the glossary section) to any individual (or at the request of any individual) including a “government official” (as defined in the glossary section).

GLOSSARY

The terms defined herein should be construed broadly to give effect to the letter and spirit of ViiV’s ethical standards.

Anything of Value: this term includes cash or cash equivalents, gifts, services, employment offers, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria or provision of any other asset, even if nominal in value.

Facilitating Payments: otherwise known as “greasing payments” shall mean a payment to an individual to secure or expedite the performance of a routine government action by government officials.

Government Official shall mean: (i) Any officer or employee of a government or any department, agency or instrument of a government; (ii) Any person acting in an official capacity for or on behalf of a government or any department, agency, or instrument of a government; (iii) Any officer or employee of a company or business owned in whole or part by a government; (iv) Any officer or employee of a public international organisation such as the World Bank or United Nations; (v) Any officer or employee of a political party or any person acting in an official capacity on behalf of a political party; and/or (vi) Any candidate for political office.

Payments: this term refers to and includes any direct or indirect offers to pay, promises to pay, authorisations of or payments of anything of value.


di

– 25.10.2016

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