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YOU REPRESENT THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS.
FROM TIME TO TIME, VIRGIN MAY MODIFY THESE TERMS AND CONDITIONS. PLEASE MONITOR THESE TERMS AND CONDITIONS YOUR ACCEPTANCE OF VIRGIN’S ORDER, WILL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS, AS MODIFIED.
ANY TERMS AND CONDITIONS PROPOSED BY YOU WHICH ARE IN ADDITION TO OR WHICH CONFLICT WITH THESE TERMS AND CONDITIONS ARE EXPRESSLY REJECTED BY VIRGIN AND SHALL BE OF NO FORCE OR EFFECT.
(a) This Order is BUYER’s offer to SUPPLIER and does not constitute an acceptance by BUYER of any offer to sell contained in a quotation, catalog or proposal. Any reference to such offer to sell contained in a quotation, catalog or proposal is solely for the purpose of incorporating the description and specifications of the Products and Services contained therein to the extent that such description and specifications do not conflict with the description and specification on the face of this Order. This Order consists only of the terms contained herein and on the face of this Order and any supplements, specifications or other documents expressly incorporated herein by reference.
(b) By acknowledgement of this Order or by shipping the Products or by performing the Services called for by this Order, SUPPLIER agrees to the terms and conditions of sale contained in this Order, notwithstanding any statements in SUPPLIER’s forms to the contrary. Any additional or different terms or conditions communicated orally by SUPPLIER or contained in SUPPLIER’s acknowledgement of this Order or any other forms, or any alterations made to these terms and conditions shall be deemed objected to by BUYER without need of further notice of objection and shall be of no effect nor in any circumstance binding upon BUYER unless accepted by the BUYER’s Sr. Director, Legal in writing, notwithstanding any acceptance of any Products or Services provided hereunder. Acceptance or rejection by BUYER of any such additional terms or conditions shall not constitute an acceptance of any other additional term or condition.
(c) To the extent BUYER and SUPPLIER enter into a separate, specific written agreement executed by both parties regarding the purchase of the Products and/or Services to which this Order applies, such agreement shall govern such purchases where conflicts exist between it and these terms and conditions.
SUPPLIER shall refer to and comply with the VIRGIN SUPPLIER CODE OF CONDUCT, incorporated and made apart hereof. Upon request, Seller will provide a certification acknowledgment of the VIRGIN SUPPLIER CODE OF CONDUCT.
All Services performable and/or Products supplied hereunder shall be at the lower price of the price agreed upon to by BUYER and SUPPLIER or the lowest price being paid by any customer of, or purchaser from, SUPPLIER for Services performable and/or Products supplied hereunder of substantially similar quality/quantity for use in the same industry. This Order shall not be altered, amended or modified without BUYER’s prior written approval. No changes in the scope or the price of work performable hereunder shall be valid unless authorized in writing by BUYER. SUPPLIER must invoice BUYER for Products delivered or Services performed within ten (10) days of delivery of Products or completion of Services. BUYER has the right to refuse to honor any invoices submitted later than six (6) months after delivery of Products or completion of Services. SUPPLIER shall submit a separate invoice on each Order, and each such invoice shall reference the applicable Order number. All invoices shall be mailed to Virgin Cruises Intermediate Limited, Accounts Payable, 1000 S. Pine Island Road, Plantation, FL 33324 or the invoicing address specified in the purchase order
SUPPLIER is responsible for its out-of-pocket expenses incurred in in connection with an Order unless otherwise expressly approved in writing by BUYER. If BUYER approves the reimbursement of any such expenses, it shall be limited to expenses reasonably incurred and subject to proper substantiation. Expenses shall include reasonable out-of-town travel expenses, long distance telephone calls and other related expenses, but shall not include normal daily working and commuting expenses. BUYER may require that SUPPLIER arrange travel through BUYER’s travel coordinator, in which case BUYER shall pay for travel expenses directly.
Any onboard expenses incurred by SUPPLIER or sub-contractor of SUPPLIER will be fully covered by the sub-contractor and/or SUPPLIER. These expenses include any services or products purchased onboard, including medical. Sub-contractor and/or SUPPLIER must have BUYER’s prior written approval, through a purchase order or contract, in order for these onboard expenses to be paid for by BUYER.
SUPPLIER agrees that time is of the essence to this Order, and agrees to complete and deliver in the quantities and at the time specified in schedule(s) furnished by BUYER. Title and risk of loss to Products shall pass to BUYER upon delivery hereunder. BUYER shall have no liability for (i) failure to accept (ii) reshipment to SUPPLIER and/or (iii) for payment for materials or items delivered to BUYER, which are in excess of quantities specified in the delivery schedule(s). BUYER may from time to time change delivery schedule(s) or direct temporary suspension of scheduled shipments.
Changes in the Products or Services ordered will not be accepted unless prior written authorization is given by BUYER to SUPPLIER. Products or Services supplied in excess of the quantities ordered or delivered earlier in respect to the convened terms, even if these Products or Services have been received by BUYER will be considered free samples. Partialsare not allowed, unless prior written authorization by BUYER. Defective Products or Services will be returned or disposed at BUYER’s discretion and any related cost of return/disposal will beat SUPPLIER’s expense and debited from outstanding invoices.
Unless otherwise specified in this Order, title to Products shall pass to BUYER upon delivery to BUYER’s premises or other site designated by BUYER, whichever occurs first. Unless otherwise specified in this Order, risk of loss or damage to Products shall pass to BUYER upon payment therefore or upon delivery to BUYER’s premises or other site designated by BUYER. Upon passing of Title, BUYER will be deemed to have accepted the Products subject to BUYER’s right to inspect.
All Products or Services provided under this Order by SUPPLIER or SUPPLIER's subcontractors shall be subject to inspection and test at all reasonable times and places, including the period of manufacture, by BUYER and BUYER's customers. If any inspection or test is made on SUPPLIER's or its subcontractor's premises, SUPPLIER or SUPPLIER's subcontractor, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of inspectors of BUYER and BUYER's customers. All technical and quality requirements of this Order shall apply to all SUPPLIER’s subcontractors. SUPPLIER shall include the provisions contained herein in any of SUPPLIER's contracts or orders with such subcontractors. Such inspections and tests shall be performed in such a manner as not unduly to delay the work. All articles are also subject to final inspection and acceptance at BUYER's plant or other specified place of delivery notwithstanding any payments or other prior inspections. Notwithstanding any other provision of this Order, SUPPLIER shall be responsible to correct, at its expense, all latent defects, which cannot be discovered by BUYER through reasonable inspection methods or time of use. Payment for all or any part of the Products or services shall not constitute acceptance or waiver of any warranty. Inspection or failure to inspect at destination will not affect any warranty.
SUPPLIER expressly warrants and guarantees to BUYER and to any subsequent purchasers or user of the Products and/or Services supplied hereunder: (i) that the Products and Services supplied hereunder will be fit for the specified purpose for which they are purchased by BUYER and will be free from all defects, and in strict accordance with the plans or specifications set forth in or referred to in this Order, and SUPPLIER agrees to replace or repair at SUPPLIER’s expense any Products or re-perform or correct any and all Services which shall be found defective or non-conforming in BUYER’s sole and absolute discretion, (ii) that said Products or Services and the sale or use of them does not infringe directly or indirectly any valid patent, copyright or trademark, and that SUPPLIER will at SUPPLIER’s expense, defend, indemnify against and hold BUYER and its customers, subcontractors and associated companies free and harmless from any claims, demands, actions and litigation based on alleged or actual infringement thereof, (iii) that all amounts charged by SUPPLIER and payable pursuant to this Order are lawfully chargeable under, and shall not violate directly or indirectly the provisions of any present or future laws, decrees, regulations, rules or orders of any government authority which in any manner fix, limit, regulate or otherwise affect prices at which said items may be sold; (iv) that all Services performed hereunder will be performed in a professional and workmanlike manner and in accordance with the highest standards, practices and codes of the industry applicable to such Services; (v) that all laws applicable to furnishing labor and material or sales of merchandise have been fully complied with; (vi) that said Products are new unless otherwise stipulated on the face of this Order, (vii) that SUPPLIER has good title to said Products free and clear of all liens and encumbrances and immediately following delivery of such Products to BUYER, BUYER shall have good and marketable title to all such Products, free and clear of all liens and encumbrances; (viii) that said Products and/or Services comply with all applicable foreign, state, federal and local laws, rules and regulations; and (ix) that SUPPLIER will obtain and maintain all permits, licenses and governmental authorizations required or necessary to supply the Products and perform the Services requested hereunder. The warranties under this Order shall be in addition to any warranties otherwise provided by law.
In the event that SUPPLIER is furnishing Services to the BUYER pursuant to this Order, SUPPLIER shall maintain the following insurance coverage: (i) Worker’s Compensation, P&I or Government Backed Coverage to cover liability under statutes of the state or country in which the work is performed, including liability for occupational diseases and Employer’s Liability with minimum limits of $1,000,000; (ii) USL & H, Marine Employers Liability (MEL) or P&I cover that includes worldwide jurisdiction, if SUPPLIER’s services require SUPPLIER to board BUYER’s Vessels, with minimum limits of $1,000,000, (iii) Comprehensive General Liability insurance with minimum limits of $1,000,000 combined single limit for bodily injury, death or property damage, which policy shall include completed operations coverage, independent contractors coverage and broad form property damage coverage; (iv) Comprehensive Automobile Liability insurance covering owned, non-owned and hired automotive equipment with minimum limits of $1,000,000 combined single limit for bodily injury, death or property damage. In the event that SUPPLIER is providing Products to BUYER pursuant to this Order, SUPPLIER shall maintain Comprehensive General Liability Broad Form insurance including products liability, with minimum limits of $1,000,000. A minimum AM Best’s rating of A+, a Standard & Poor’s (“S&P’s”) rating of A, or a Moody’s rating of A2 or better is required for all insurance carriers. Each such policy shall provide an endorsement for waiver of subrogation rights against BUYER, its subsidiaries and affiliated companies, and their employees, officers and agents. Each such policy shall provide that no cancellation or change in coverage adverse to BUYER shall be valid except upon at least thirty (30) day’s prior written notice to BUYER. Prior to commencing work, SUPPLIER shall present BUYER with Certificates of Insurance evidencing the insurance coverage’s required above, naming BUYER as Additional Named Insured. If any work provided for or to be performed under this Order is subcontracted, SUPPLIER shall require the subcontractor(s) to maintain and furnish it with insurance equivalent to that which is required of SUPPLIER or alternatively SUPPLIER shall include subcontractor(s) under its Comprehensive Liability Insurance and Worker’s Compensation and Employer’s Liability Insurance under the requirements set forth below. In the event one of SUPPLIER’s subcontractors does not have the required insurance, the SUPPLIER must fully defend and indemnify BUYER on behalf of the subcontractor. Additionally SUPPLIER will indemnify BUYER for any maintenance and cure, unearned wages/sick pay and expenses related to the Maritime Labor Convention that BUYER incurs for any SUPPLIER employees or any subcontractor employees working on behalf of SUPPLIER and that is not otherwise covered by either SUPPLIER’s or subcontractors insurance.
Any employee of SUPPLIER involved in performing Services for BUYER hereunder shall at all times during such performance of Services be and remain the employee of SUPPLIER, and SUPPLIER shall be solely responsible for the payment of such employee’s compensation, for deducting any required withholding taxes and other expenses associated with such employee’s employment and for providing all employee benefits. BUYER will not provide workmen’s compensation, health insurance, life insurance, retirement or any other benefits to any employee of SUPPLIER. SUPPLIER agrees to accept exclusive liability for the payroll taxes or contributions for unemployment insurance or old age pensions or annuities which are measured by the wages, salaries or other remuneration paid to SUPPLIER’s employees, to reimburse BUYER for any of said taxes for contributions which by law BUYER may be required to pay, and to comply with all laws, orders and regulations respecting the assumption by SUPPLIER of liabilities of said taxes or contributions.
SUPPLIER shall pay all taxes imposed against SUPPLIER or required to enable SUPPLIER to perform this Order. All taxes, except for applicable state and/or local sales and/or use taxes, shall be included in the price of the Products and Services. Any applicable state and/or local sales and/or use taxes due on the Products or Services are the duty of SUPPLIER to collect and shall be separately stated on all invoices as such. However, SUPPLIER shall not collect or include any sales and/or use taxes on Good or Services for which Purchaser provides SUPPLIER with an exemption certificate.
BUYER shall have, and SUPPLIER hereby grants BUYER, the option to cancel by oral or written notice any unshipped Products or, in the event that the work provided for in this Order includes the furnishing of Services to BUYER, any unperformed Services, whereupon SUPPLIER shall cease all performance hereunder except as otherwise directed by BUYER, and if SUPPLIER is not in default, BUYER shall pay to SUPPLIER the agreed unit prices for Products delivered and, if the work provided for in this Order includes the furnishing of Services to BUYER, for Services as have been performed.
Upon the occurrence of a default, BUYER may terminate this Order upon oral or written notice without prejudice to any other rights or remedies it may have in law or equity. The term "default" as used herein means the occurrence of any of the following events: (i) the failure of SUPPLIER to punctually and properly perform any covenants, agreements or conditions contained herein or the breach of any warranty contained herein; (ii) the insolvency of SUPPLIER; (iii) the appointment of a receiver of SUPPLIER; (iv) the adjudication of the SUPPLIER as a bankrupt; (v) the filing by way of petition or otherwise, or answer of any petition or other pleadings seeking adjudication of SUPPLIER as a bankrupt, or an adjustment of SUPPLIER’s debts, or any other relief under any bankruptcy, reorganization, debtor’s or insolvency laws now or hereafter existing; (vi) the reasonable belief by BUYER that the prospect of performance by SUPPLIER or any of SUPPLIER’s covenants, agreements and other duties hereunder is impaired. In the event of such termination, BUYER shall be relieved of all further obligations hereunder, and SUPPLIER shall indemnify BUYER against and hold BUYER free and harmless from all costs incurred by BUYER in completing or procuring the completion of performance in excess of the purchase price specified in this Order.
SUPPLIER agrees to defend, indemnify, and save BUYER and any subsequent purchasers or users of the Products and/or Services provided hereunder and their respective employees, officers, and agents harmless from and against any and all claims, losses, liabilities, damages and expenses of any nature (including attorney’s fees) arising out of or in connection with: (a) SUPPLIER’s performance of, or failure to perform, any of its obligations hereunder, including without limitation SUPPLIER’s breach of any warranty given herein; (b) any product liability or other claim or action with respect to any of the Products or Services or any products produced from or containing the Products or Services, except to the extent such claim or action is a direct result of BUYER’s negligence or wrongful acts or omissions; (c) SUPPLIER’s or the Products’ or Services’ failure to comply with applicable laws; (d) any injury to or death of any person or damage or destruction of any property arising out of or in connection with performance of Services under this Order or any Products furnished under this Order; or (e) claims by any third party for trademark, patent or copyright infringement relating to the Products or Services provided by SUPPLIER or its agents, employees, or contractors (f) SUPPLIER’s negligent or wrongful acts or omissions. SUPPLIER shall defend all suits brought upon such claims and shall bear all costs and expenses incidental thereto (including attorney’s fees); but BUYER shall have the right, at its option, to participate at its own expense in the defense of any such suit without relieving SUPPLIER of any obligation hereunder.
Assignment by SUPPLIER of this Order or any interest herein, or any payment due or to become due hereunder, without the prior written consent of BUYER, shall be void. BUYER may assign this Order and any rights or obligations hereunder to any of its affiliates and to any purchaser of all or substantially all of its assets.
All specifications, drawings, designs, manufacturing data and other information transmitted to SUPPLIER by BUYER in connection with the performance of this Order are the property of the BUYER and are disclosed in confidence upon the condition that they are not to be reproduced or copied or used for furnishing information or equipment to others, or for any other purpose detrimental to the interest of BUYER.
All work done and deliverables produced by SUPPLIER in the course of performing Services hereunder shall be deemed “work made for hire” and shall belong exclusively to BUYER. Without limitation of the foregoing, BUYER is and shall be the owner of all existing or prospective uses or applications, reports, manuals, materials, inventions, programs, processes, specifications, software, system designs and enhancements and their products and results created or worked upon by SUPPLIER, either alone or in conjunction with others, at any time in connection with providing Services hereunder (hereinafter referred to collectively as “Inventions”). SUPPLIER will promptly disclose to BUYER in writing all Inventions, and SUPPLIER hereby assigns and transfers to VIRGIN all of SUPPLIER’s right, title and interest in and to any and all Inventions, whether or not patentable. If any deliverable contains materials previously developed or copyrighted and not originated or developed under this Order, SUPPLIER shall retain all rights to these materials; provided however, SUPPLIER agrees to grant and does hereby grant to BUYER a nonexclusive, world-wide, perpetual, royalty-free license to use and copy such materials, including the right to grant sublicenses and transfer the license(s) in the event of merger or buy-out.
(a) All Confidential Information (as hereinafter defined) is the sole and exclusive property of BUYER, and SUPPLIER shall have no right, title or interest therein or claim to any profits therefrom. Confidential Information shall be disseminated only to those employees assigned to BUYER hereunder on a need-to-know basis, and SUPPLIER shall hold all Confidential Information in trust and confidence for BUYER. SUPPLIER will not, during or at any time after termination of this Order, directly or indirectly, use for itself or another, or copy, sell, transfer, disclose or make available to any other person or entity, in any form or manner whatsoever, any Confidential Information except as such use or disclosure may be expressly permitted by the prior written consent of BUYER. SUPPLIER will also observe the same obligations with respect to trade secrets and other confidential information of third parties obtained by SUPPLIER as a result of BUYER’s business relationship with such third parties.
(b) For purposes hereof, the term “Confidential Information” shall includeall technical, commercial, and operations knowledge, data and information relating to BUYER or to third parties with whom BUYER has a business relationship, including: (a) all Inventions, designs, business plans, or ideas and concepts related to VIRGIN; (b) information of a business nature, including without limitation information relating to cost, profits, losses, sales or customers; and (c) any other confidential information to which SUPPLIER, has had access during the period of this Order. The obligations of confidentiality shall not apply to any information which (i) was previously known to SUPPLIER; (ii) is or becomes publicly available through no fault of the SUPPLIER; (iii) is disclosed to SUPPLIER through a third party which has no obligation of confidentiality to BUYER; or (iv) is independently developed by SUPPLIER outside the scope of this Order.
SUPPLIER shall maintain all invoices and records related to transactions covered by this Order for at least two (2) years from the date of final fulfillment of the Order, or expiration or termination of the Order and BUYER shall have the right to audit such invoices and records up to three (3) times a year.
All exceptions, exemptions, defenses, immunities, limitations of liability, privileges and conditions granted or provided by this Order to the benefit of BUYER shall also apply to and for the benefit of all corporations, parents of, subsidiaries to, or affiliates of, or under entities under the same management as BUYER, as well as all directors, employees and agents of said entities.
If any provision of these terms and conditions shall be determined by a court of competent jurisdiction to be invalid, illegal, or in any manner unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of the remaining provisions.
This Order shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its choice of laws rules. The parties expressly agree that The United Nations Convention on Contracts for the International Sale of Products does not apply to this Order.
(a) Orders within the United States. Any action or proceeding arising out of or related to an Order placed with a SUPPLIER in the United States of America shall be instituted and litigated in any federal or state court located in Broward County, Florida. SUPPLIER hereby submits to the jurisdiction of all courts located in Broward County, Florida with respect to any action or proceeding arising out of such Order, and SUPPLIER hereby waives any venue or other objection which it may have to any such action or proceeding being brought in any court located in Broward County, Florida. It is mutually agreed by and between the BUYER and SUPPLIER that they hereby do, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matter whatsoever arising out of, relating to, or in any way connected with Orders within the United States.
(b) Orders outside the United States. Any disagreement arising out of or related to an Order placed with a SUPPLIER outside of the United States of America shall be determined by final and binding arbitration under the Florida International Arbitration Act in accordance with the International Arbitration Rules of the American Arbitration Association (the “AAA”). The arbitration shall be conducted in Miami, Florida before a single arbitrator. Each party shall bear its own costs and expenses in preparing for and participating in the arbitration hearing except that each party shall pay one-half of the compensation payable to the arbitrator, one-half of any fees to the AAA and one-half of any other costs related to the hearing proceedings. The arbitration award shall be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.
It is mutually agreed by and between the BUYER and SUPPLIER that the respective parties hereto shall, and they hereby do, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other on any matter whatsoever arising out of, relating to, or in any way connected with this Agreement.
SUPPLIER shall not subcontract any part of its obligations under this Order without BUYER’s prior approval in writing which may be withheld or delayed in BUYER’s sole and absolute discretion. If such approval has been given, SUPPLIER shall nevertheless remain fully responsible for the performance of all such obligations as if personally undertaken by SUPPLIER.
SUPPLIER confirms that its entry into this Order is based solely upon the credit of BUYER and not based upon the credit on any of the vessels owned or operated by BUYER. SUPPLIER agrees that neither SUPPLIER nor its employees or personnel shall have the right to assert maritime liens on, or actions in rem against, any BUYER vessel for any matter arising in connection with this Order or from employment on the vessel, including under the Jones Act, and expressly waives any lien it might otherwise have had on any vessel. SUPPLIER shall obtain the same waiver of lien and waiver of credit of the vessel from any permitted subcontractor used in the performance of this Order.
None of this Order, these terms and conditions, nor any ambiguity found therein or herein shall be construed against a party merely because such party drafted the Order or these terms and conditions. Failure of BUYER to exercise any rights it may have under this Order on one or more occasions shall not waive its rights to exercise the same on another occasion. All waivers must be in writing to be effective.
The parties hereto expressly acknowledge that SUPPLIER shall be an independent contractor, maintaining complete control over its employees. The parties further agree, as a material part of this Order, that this Order does not, in any way, create a partnership or joint venture relationship between BUYER and SUPPLIER. No party has any right to bind the other, except as may otherwise be specifically provided for in this Order.
In no event shall BUYER be liable for any consequential, special, indirect, incidental, exemplary or punitive damages, including but not limited to, lost profits or revenues, even if made aware of the possibility of such damages.
BUYER shall not be liable or responsible for delays or failures in performance resulting from events beyond the control of BUYER. BUYER may delay delivery and/or acceptance of the Products or Services or postpone performance of BUYER’s obligations hereunder and not be liable for any such delay or failure to perform due to causes beyond its control.
BUYER is subject to the requirements of the U.S. Department of Transportation Final Rule ‘Transportation for Individuals with Disabilities: Passenger Vessels’, 49 Code of Federal Register Part 39 (the “ADA Rule”) The rule is intended to ensure nondiscrimination of guests by passenger cruise lines on the basis of disability in accordance with the Americans with Disabilities Act. Under the terms of the ADA Rule, BUYER must ensure that any contractor or other person that provides services to BUYER’s passengers or whose services affect BUYER’s passengers meets the applicable requirements of the ADA Rule to the same extent as if BUYER was providing the service itself. Accordingly, to the extent that SUPPLIER provides services to BUYER’s passengers or whose services affects BUYER’s passengers, SUPPLIER hereby expressly represents that it is familiar with the requirements of the ADA Rule as they apply to its services and hereby covenants and agrees that; (i) it shall comply with all applicable provisions of the ADA Rule when providing services to BUYER’s guests or providing services that affect BUYER’s guests or when performing services on behalf of guests or prospective guests of BUYER; and(ii) it shall implement any directives issued by those persons BUYER designates as its experts in compliance with the requirements of the ADA Rule who are tasked with the authority to resolve guest complaints (the ‘Complaints Resolution Officials’). Failure by SUPPLIER to comply with the foregoing agreements shall constitute a material breach by SUPPLIER of this contract of engagement or appointment, and SUPPLIER shall indemnify and hold BUYER harmless from any and all claims, costs, expenses and liabilities suffered by BUYER as a result of such noncompliance.
SUPPLIER represents, warrants and agrees that it, its subcontractors and its agents: (a) will comply with all anti-corruption laws applicable to its business operations; (b) has not and will not offer, promise, give or authorize the payment of anything of value (e.g. cash or cash equivalents, gifts, travel and entertainment, stock, offers of employment, etc.), directly or indirectly, to any Government Official with the intention of inducing him or her to engage in improper or unlawful conduct or to secure an improper business advantage; (c) has not and will not make facilitation payments or “grease payments” to Government Officials or others in a position of authority to expedite routine non-discretionary government or lawful actions (e.g. processing permits, visas and licenses, scheduling inspections, clearing customs, etc.); and (d) has not and will not offer, promise, give, request, receive or accept anything of value, directly or indirectly, to or from any person for the purpose of influencing, inducing or rewarding the improper performance of an act or decision. For purposes of this clause, the term “Government Official” means any (a) officer or employee of government, department, agency, or instrumentality of a government (government-controlled enterprise); (b) officer or employee of a public international organization; (c) political party or party official; (d) candidate for political office; or (e) other person acting in an official capacity. SUPPLIER agrees that failure to comply with this section will constitute a material breach of this Order.
VIRGIN is committed to ensuring that its workers and employees and those of its contractors and suppliers be treated with dignity and respect, and in accordance with fundamental fair labor principles as recognized by the International Labor Organization core conventions on Labor Rights. Accordingly, SUPPLIER agrees that it: (i) shall not use forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise; (ii) shall not use any child labor; (iii) should treat its employees with respect and dignity and shall not subject them to any physical, sexual, psychological or verbal harassment or abuse; (iv) shall not discriminate in respect of employment and occupation and shall be committed to attracting and developing a diverse, motivated and dedicated workforce without regard to race, color, age, religion, gender, sexual orientation and disability; (v) shall provide its employees safe and healthy working environment with opportunities to express their opinions without fear of retaliation; (vi) shall recognize and respect the right of its employees to freedom of association and collective bargaining; (vii) shall guarantee that its employees receive fair compensation and benefits in accordance with applicable law and/or union negotiated agreements; and, (viii) shall not require its employees to work more than legally permitted limits.
SUPPLIER is responsible to send all product bulletins, notifications, recall notices or any correspondence related to products purchased by VIRGIN or any affiliates to firstname.lastname@example.org immediately upon issuance.
SUPPLIER represents, warrants, and agrees that neither it, nor any person that it engages to provide services for or on behalf of VIRGIN, will present business to VIRGIN, or otherwise provide services or engage in transactions on VIRGIN’s behalf that (i) involve persons, countries or dealings targeted by Economic Sanctions, or (ii) cause VIRGIN to be in violation of Economic Sanctions. For purposes of this provision, “Economic Sanctions” means (i) prohibitions and asset-blocking requirements implemented pursuant to the U.S. International Emergency Economic Powers Act and related executive orders and regulations, including prohibitions against commercial and financial transactions with Cuba, Iran, Sudan, North Korea and Syria and with any person or entity named on the U.S. Department of the Treasury's Office of Foreign Assets Control List of Specially Designated Nationals and Blocked Persons, and (ii) prohibitions and asset- blocking requirements authorized under regulations or measures implemented by the European Union and its Member States.
No advertising or publicity matter having or containing any reference to VIRGIN or its affiliates or any of its staff members shall be made by SUPPLIER or anyone on SUPPLIER’s behalf without VIRGIN’s prior, written consent in each instance.
These Terms and Conditions, including its attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations, agreements, proposals, representations, statements or understandings, whether written or oral, concerning the subject matter hereof and communications are merged herein and superseded hereby. The terms of this Order may not be waived, changed or modified in any manner whatsoever, except by a written document duly executed by both parties hereto.