Yes many organisations are moving beyond mere compliance statements to real actions on the ground. Have a look at the website of QANTAS, ANZ Bank, and Marks & Spencer in UK as examples. I can share more on this topic at our Perth Member Meeting, including what the Mekong Club, STOP THE TRAFFIK, and the Bali Government Forum are also doing. In your part of the world of Western Australia, also check out what Twiggy Forrest is doing.
Thanks for the question and we will hear what others have to say. See you next Tuesday.
Bruce R. Everett, Regional CEO Asia Pacific IACCM
+61 407 535 835 www.iaccm.com
• Fire and Emergency NZ
Hi Gaurav - good question to get the discussion going.
Will be exciting to see what others are doing. I found this overview from Lexology really useful to think about those issues :
It also took me to the link on those who are meant to help prepare guidance (but not much there yet) :
Will be looking up the examples that Bruce has outlined in his post as well to see how some of the bigger companies ahead of the game are looking at it.
Things like these, whilst they can be lots of compliance, can be a good opportunity for procurement teams around the country to look at portfolios and make some early assessments of those contracts at risk !
I would expand to the inclusion of customer name/logo use in marketing material as there would typically be some sort of agreement prior to such marketing material being used. Maybe strike the language or amend to clarify?
• Philips India Limited
I have had experience when we signed non-binding MoU for JVs. The most likely scenario would be that the JV partner may like to advertise to the greater world that they have signed on a path breaking MOU etc., especially if these partners are listed entities. So its advisable to make it explicit that disclosing the existence of agreement covers not just "verbatim" disclosures, but other modes as well - including social media...unless explicitly agreed between the parties.
I agree with the other replies here, the NDA should cover marketing material. It's common courtesy to check the other party is ok with this being shared and customers I have had have explicitly blocked this as a company policy.
The Royal Decree of January 14, 2013 (Belgian Official Gazette February 14, 2013) to determine the general rules of public procurement and public works concessions are fully applicable to all projects (regardless of the amount) for construction works, deliveries and services ordered by KU Leuven taking into account the following special provisions and any exceptions that are listed in the specifications or price request. The full text of this Royal Decree can be found on www.ejustice.just.fgov.be/wet/wet.htm or may be obtained from Central Purchasing upon simple request.
Please refer to admin.kuleuven.be/td/aankoop/english/algemene_aankoopvoorwaarden_EN.html And in case you cannot find the entire text in English, you can take this into consideration: www.lexgo.be/en/papers/public-administrative-law/public-procurement/new-regulatory-framework-for-public-procurement-will-enter-into-force-on-1-july-2013,80836.html
• Sun Pharma
Pl find below. You may retrive by using the following given links.
There is one official channel for Belgian public procurement contracts: the
application e-Notification (https://enot.publicprocurement.be). Enterprises can
find all the Belgian public procurement notices on this platform. As from January
1st, 2011, the Belgian Public Tender bulletin (BDA) (an annex to the Belgian
State Gazette) has been integrated with the Federal Public Service Personnel and
Organisation (FPS P&O). However, it is still possible to retrieve contract notices
published before 1 January 1st, 2011on the Belgian State Gazette website
(www.ejustice.just.fgov.be/cgi/welcome.pl). Also as from January 1st,
2011, the public contract notices published on e-Notification will count as the
official publication in the BDA. The practical modalities for both companies and
contracting authorities can be consulted in official notice 2010/02053 published
on September 6, 2010 in the Belgian State Gazette
(www.ejustice.just.fgov.be/cgi/api2.pl 06&numac=2010002053&lg=nl). The official announcements can be found on
the e-Notification site (https://enot.publicprocurement.be). The site also contains a
link to the official announcements published prior to January 1st, 2011.
Perhaps you could ask for INCOTERMS that are universally accepted, and probe why not if they refuse.
Title to the goods would pass very early - before the goods have been delivered or paid for. (Link to source info below)
The significance of this is that you would have great difficulty in recovering the goods if the buyer becomes insolvent, and would have little leverage if they fail to pay. Normally it is in the seller's interest for title to be retained for as long as possible.
The EU introduced the Late Payment Directive concerning commercial late payments
It required member states to enact its provisions in national legislation by 16 March 2013 and applies to all member states.
The directive aims to achieve 'a decisive shift to a culture of prompt payment' and requires debtors to pay interest and the reasonable recovery costs of the creditor if they do not pay for goods or services on time. The limits are within 60 days for businesses and within 30 days for public authorities.
Therefore this directive implies that the timing of title passing is not such a concern because you essentially retain a 'security interest' until paid.
In addition to the grammatical mistakes, this term is confusing. First, it seems to be directed less at the issue of the term and more towards the price and potential for price changes (obviously I do t know whether there is a separate clause governing price changes). So it appears to be trying to set a potentially unending term at the present price, because it automatically renews unless the supplier notifies non-renewal (which can be done at any time so long as it is at least 60 days prior to the end of a one year period). I don't know what right, if any, the customer has to terminate - based on this clause, it would appear none.
But what is incrementally confused is the fact that the clause relates to 'this Agreement' and then references Order forms, suggesting there are potentially multiple contracts under the Agreement. So surely it is the context under an Order form that would terminate or be renewed. But as worded, it would actually be the Agreement - thereby leaving other Orders in limbo.
Thank you for your prompt response. As per Order Form term was set for first 3 years i.e. 2010 to 2013 and then it extended to further 3 years for 2013 to 2016.
According to me below is interpretation.
Interpretation: This agreement will commence on the effective date and will remain in effect for a period of 1 year from the commencement date. If any other duration is mentioned in the Order Form, then the duration mentioned in the Order form will be applicable. After completion of the initial term, this agreement will automatically renew for an additional 1 period (period mentioned in the Order Form) at the then current List Price mentioned in the Agreement. If any party gives a written notice at least 60 days prior to the end date with an intention of not to renew, then this agreement will not renew automatically. Hence, there was only one period to renew automatically which extended on 2010 now including extended period this agreement will expire on 21st December, 2016.
I am at Supplier side. I want to exit from this contract. Please advice how can we do that.
It's a 1 year term, with automatic renewals (not enforceable in all states, for example, not in NY) of 1 year each, unless someone terminates with at least 60 days notice before the end of any term.
So putting aside enforceability issues, assume Effective date = Jan 15, 2015, then before November 15, 2016 you would be able to cancel the renewal, and again before November 15, 2017 and so on.
You should be using Counselytics, as we can help. Www.counselytics.com
Based on your explanation, it seems to me that you had to provide notice at least 60 days prior to December 21st, otherwise there is an automatic 1 year renewal at your current list price - ie until December 21st 2017. You can give notice at any time - it just has to be at least 60 days prior to the next period end date.
It's not possible to give a meaningful comment without seeing the whole of the document, but I would suggest that the additional clause would SIGNIFICANTLY reduce the Parent Company's ability to defend itself against claims from the beneficiary. It may also remove any prospect of appealling / challenging the claim afterwards.
Reading between the lines - did the legal firm who wrote the document do so for your customer, not for you? If so, the whole document is likely to favour your customer, meaning it creates increased risks for you and your parent company. You would be best served by getting it independently reviewed before proposing it to future customers.
Your parent company may separately want to review its policies as to when / how a PCG will be granted.
I would suggest an alternate approach....Have a legal opinion on the enforceability of the guarantee based on verification by Contractor's in-house or outside counsel on the text in the PCG. You want to have confirmation on compliance with any formalities required by such corporate documents or applicable laws to make the guarantee a legally binding obligation.
My view is that the added wording could be highly detrimental to your position. 'Unless manifestly wrong' generates substantial room for debate. For example, when does it become 'manifest'? What is the degree or extent of 'wrong'? If the event triggering the claim is 'manifestly right', but the amount claimed appears potentially wrong, does that mean you must pay?
I agree with John that the start point here is your client. If they want you to engage direct with the law firm, they should instruct them accordingly. In either case, you need to query their intent and why they consider this addition necessary.
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