- As on: 13th November 2019 -
§ 1 PROHIBITION OF BRIBERY and CONRRUPTION
Within its business activity and that of third parties, with whom it does business, heo GmbH follows a zero-tolerance approach with regard to bribery and corruption. Accordingly, heo GmbH expects and demands that the contracting partner always behaves professionally and ethically when doing business with heo GmbH and/or when fulfilling contractual obligations vis-à-vis heo GmbH or in the name of heo GmbH vis-à-vis contracting partners of heo GmbH or third parties.
1.2 Main duties as part of the prohibition of bribery and corruption (the “main duties”)
For this purpose:
(a) the contracting partner follows all laws, provisions and other regulations (including global and regional requirements) for the fight against bribery and corruption (“fight against bribery and corruption”) that are applicable for it, especially the American Foreign Corrupt Practices Act 1977 and the UK Bribery Act 2010 (hereinafter referred to as “laws for the fight against bribery and corruption”);
(b) the contracting partner prepares own guidelines and establishes corresponding internal procedures to ensure proper compliance with laws for the fight against bribery and corruption; it must maintain these internal guidelines during the entire term of the framework agreement and keep them up-to-date;
(c) the contracting partner does not undertake any actions, due to which heo GmbH violates laws for the fight against bribery and corruption;
(d) the contracting partner immediately reports to heo GmbH every case, where anyone asks it for unjustified or unlawful payments or other benefits of any kind, which it has received in connection with the fulfilment of this contract.
This is particularly applicable for demands from:
- political parties or party functionaries,
- other people, if there is knowledge or reason to suspect that the payment or the benefit is, fully or partially, directly or indirectly, offered, given or promised to one of the aforementioned persons or organisations;
(e) the contracting partner ensures that each person associated with the contracting partner, who executes activities in connection with this contract, fulfils these main duties.
1.3 Additional duties
In addition to the main duties:
(a) the contracting partner confirms the compliance with the main duties on an annual basis (in writing and signed by an authorised representative);
(b) the contracting partner maintains precise and up-to-date records at its usual registered office, which (a) show all payments that have been made to third parties in connection with activities of the contracting partner based on this contract, and thus, (b) prove the compliance with the main duties;
(c) the contracting partner will provide heo GmbH with all the information including documents, which prove the compliance with these main duties, as long as heo GmbH demands this and the extent of the documents demanded by heo GmbH is not unreasonable.
(d) the contracting partner supports heo GmbH in all measures, which are demanded by an authority in a relevant legal system for the purposes of compliance with laws for the fight against bribery and corruption;
(e) the contracting partner immediately notifies heo GmbH about each official or supervisory control, check or investigation of the activities of the contracting partner, which are associated with this anti-corruption clause.
(a) If the contracting partner has knowledge or justified suspicion of a violation of the aforementioned main duties, be it by its own staff or by affiliated third parties,
- the contracting partner reports the violation or the suspicion of a violation as soon as possible to heo GmbH;
- the contracting partner takes, if there only is a suspicion of a violation, all necessary steps to determine whether a violation has taken place.
(b) If the contracting partner reports a violation of the aforementioned main duties (be it by the contracting partner’s staff or by affiliated third parties) or if heo GmbH has knowledge or justified suspicion of such a violation,
- the contracting partner provides heo GmbH with all relevant information and documents demanded by heo GmbH, which prove the violation or the suspicion of a violation (the provision of documents according to this subparagraph (a) takes place only insofar as the exchange of information is consistent with the applicable law (e.g. data protection laws or competition law regulations);
- the contracting partner enables heo GmbH to question the contracting partner’s staff, whose questioning is necessary according to heo GmbH.
(c) Unless otherwise specified by heo GmbH, the entire communication with heo GmbH, including the documents from Due Diligence, investigations and reports, must be kept confidential.
(d) Each violation of laws for the fight against bribery and corruption and/or violations of the main duties stated in this anti-corruption clause constitute a fundamental breach of contract. Such a violation entitles heo GmbH to terminate the framework agreement without notice and to refuse payments, which the contracting partner would otherwise be entitled to at the time of termination. The contracting partner must indemnify and hold heo GmbH and the heo Group harmless to the legally permissible extent with reference to all damages and costs, which are caused by and/or are associated with such violations.
2. NO FAMILY TIES OF THE CONTRACTING PARTNER WITH OFFICIALS
The contracting partner declares and assures that neither a public official nor close family members of a public official are directly or indirectly in possession of any shares / stocks or other economic titles of the contracting partner (unless through the possession of publicly traded securities, whose scope is not sufficient to represent a majority shareholding), nor are these persons directors, executive employees or authorised representatives of the contracting partner, except with respect to any possession, shareholding or position, which the contracting partner has disclosed to the buyer in writing. This is also applicable for any existing subsidiaries and parent companies. The above declaration and assurance are valid as long as this agreement is valid. The contracting partner agrees to inform the buyer immediately and in writing about all developments, which could affect the accuracy of the above declaration or assurance. In any case, if a public official or a close family member of a public official indirectly or directly possesses or acquires stocks/shares or other economic titles in the contracting partner, the contracting partner must take appropriate steps to make sure that this public official or a close family member of a public official avoids any conflict of interest, complies with the laws that are applicable according to the execution of the contract, according to which conflicts of interest on the part of a public official are prohibited, and complies with the regulations stated in this annex for the fight against corruption. In the event of a violation of the regulations stated in 2., heo GmbH reserves the right to demand compensation for all the resulting damages directly from the contracting partner. heo GmbH is entitled to stop all payments immediately and harmlessly and, if necessary, to withdraw harmlessly from the contract.