Compliance with Laws
2. Each Party represents that in connection with performance of the Agreement it shall act with due diligence and shall comply with all laws applicable to that Party, including laws in the field of corruption prevention governing in Poland.
3. Each Party also represents that in connection with performance of the Agreement it shall comply with all the requirements and internal regulations applicable to the Parties as regards standards of ethical conduct, anti-corruption, lawful settlement of transactions, costs and expenses, conflict of interest, handing over and accepting gifts and anonymous reporting and investigation of irregularities.
- 4.1. abuse of the rights vested in the Counterparty nor failure to perform the Counterparty’s obligation;
- 4.2. an act of unfair competition;
- 4.3. an inadmissible preferential action in favour of SATEL;
- 4.4. frustration or hindrance of a public tender procedure.
7. SATEL fully complies with all the Anti-Corruption Laws where Anti-Corruption Laws shall mean provisions on prevention of corruption which are in force in Poland, in particular applicable regulations of the Criminal Code, the Act on the Central Anti-Corruption Bureau, the Public Procurement Law Act and the regulations in effect in this field in Poland and in Europe, such as the Council Framework Decision on combating corruption in the private sector, the OECD Anti-Bribery Convention, etc. The Counterparty represents that the Counterparty is familiar with the text of the Anti-Corruption Laws.
- 8.1. a person who performs a public function, officials, employees, representatives or agents of any authorities or offices (including local authorities) including departments, agencies or governmental branches and entities owned or controlled by the government and any persons acting in their official capacity on behalf of the government;
- 8.2. persons running for political offices, political parties or members of political parties;
- 8.3. other persons or entities with knowledge or reasonable suspicion that all or part of such a payment or anything of value will be proposed, given or promised, directly or indirectly, to any of the persons or entities mentioned above to exert influence over actions or decisions of such public officials, political parties, party officials or candidates for political offices made as part of their official duties, including the decision to take or refrain from taking any action that breaches legally binding obligations of such a person or entity or enticing such a person or entity to use their influence over the government or its branches to cause actions or decisions that would be beneficial to SATEL or the Counterparty in carrying out promotion, marketing or sales of SATEL products or exerting influence over such actions or decisions.
11. In accordance with provisions of the Agreement, the Counterparty shall immediately notify SATEL of any breach of the Anti-Corruption Laws and any case when a person acting on Counterparty’s behalf demands giving a payment, gift or any anything of value in breach or possible breach of the Anti-Corruption Laws or this Clause or requests or suggests such giving.
12. If the Counterparty is found to engage in the conduct in breach of the Anti-Corruption Laws or this Clause, SATEL may terminate the Agreement with immediate effect upon a written notice sent to the Counterparty, where such a termination shall not affect SATEL’s right to damages.
13. The Counterparty represents that neither the Counterparty nor any of their persons referred to in the first sentence of section 8 have been or currently are subject to:
- 13.1. conviction of offences against economic trade, trading in money and securities, bribery and paid protection, against protection of information, authenticity of documents, against property and against the environment – as listed in detail in provisions on the liability of collective entities for acts prohibited under penalty;
- 13.2. the liability of a collective entity under provisions on the liability of collective entities for acts prohibited under penalty,
- 13.3. being listed by any governmental authority as an entity excluded, suspended, proposed to be excluded or suspended or otherwise excluded from participation in programmes of deliveries to the government or in other governmental projects,
- 13.4. any other international trade sanctions or embargoes (including those implemented under a resolution passed by the Security Council in accordance with Chapter VII of the UN Charter or introduced by the European Union),
- 13.5. being listed as an entity monitored for the purposes of enforcing international trade sanctions (including on a consolidated list of persons, groups and entities subject to EU financial sanctions).