The purpose is to have a short form clause that obliges a seller to comply with the buyer’s sustainability principles, which in this case is thought to cover both E, S and G.
1. The Seller shall respect and comply with the Buyer’s “Sustainability Principles” set out in Appendix [X], which includes: - The Fundamental Social Principles - The Fundamental Environmental Principles; and - The Business Ethics Principles.
2. The Seller warrants that the principles set out in the Sustainability Principles are in place in its own organization and operations and the Seller undertakes to, and shall ensure that its employees, agents, direct and indirect suppliers and subcontractors respect and adheres to the Sustainability Principles throughout all stages of their production and business operations and for the duration of the Agreement.
3. The Buyer or any of the Buyer’s authorized internal or external representatives has the right, at any time, to monitor the Seller’s adherence to and implementation of the Sustainability Principles. The Seller must allow the Buyer free access to audit (physically and/or digitally) at any time upon the Buyer’s request the Seller’s physical sites as well as the Seller’s company records.
4. If the Seller is in breach of any of its obligations hereunder, or where the Buyer has reason to suspect that the Seller is or is in risk of becoming in breach of its obligations, the Seller and the Buyer shall meet without undue delay at Buyer’s request to discuss the reasons for the actual or anticipated breach. The Parties shall discuss in good faith and the Seller shall implement appropriate corrective actions, which are to the Buyer’s satisfaction. If the corrective actions are not implemented to the Buyer’s satisfaction in accordance with a reasonable time schedule set out by the Buyer or if the breach by the Seller of any of the Sustainability Principles recurs, the Buyer is entitled to terminate the Contract, as well as any underlying Purchase Orders in accordance with clause [X][termination for cause].
Clause Type | Environmental, Social, Governance |
Jurisdiction | Denmark |
Industry | Multiple / cross-industry |
Focus Area | Buy-side |
Scope | both |
Contract Type | Purchase Agreement / Order |
Relevant UNSDGs | Goal 8: Decent Work and Economic Growth, Goal 9: Industry, Innovation, and Infrastructure, Goal 15: Life on Land |
Connecting Clauses | The clause is interconnected with a main framework agreement and refers to general termination for cause rights under the main agreement. |