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GENERAL TERMS AND CONDITIONS OF SYNGENTA

1. The General Terms and Conditions of Syn-genta (hereinafter - "these Terms and Conditions") ap-ply to any contractual relations of Syngenta with Coun-terparties, including, but not limited to the provision of services, performance of works and delivery of goods.
In these Terms and Conditions, the Counterpar-ties shall be understood to mean both individuals and legal entities providing Syngenta’s services, works or goods or do it on behalf of Syngenta.

2. In case Syngenta transfers to the Counterparty any confidential information1, the Counterparty under-takes to ensure protection of such information from ac-cess of third parties. If it becomes necessary to disclose the above information, the counterparty undertakes to obtain Syngenta’s written consent.

3. In addition to clause 2 of these Terms and Conditions, if, within the framework of the contractual relationship between Syngenta and the Counterparty, the latter gets access to the confidential information of Syngenta, the Counterparty undertakes:
- not to transfer confidential information to a number of the Counterparty’s employees which is more than necessary within the framework of the contractual relationship between Syngenta and the Counterparty. In doing so, the Counterparty undertakes to familiarize the employee against written acknowledgement, who needs to access the confidential information in order to per-form his/her duties, with a list of the confidential in-formation and to have him/her sign an acknowledge-ment of non-disclosure of the confidential information;
- to compensate to Syngenta for the losses emerged due to unauthorized disclosure of confidential information.

4. If, within the framework of contractual rela-tionship between Syngenta and the Counterparty, Syn-genta gets access to the results of the Counterparty’s intellectual activity, the Counterparty undertakes to transfer to Syngenta all the necessary rights for the pur-pose of providing Syngenta with an opportunity to use the goods, services or results of the services provided, as well as to guarantee to Syngenta, that the use of the results of intellectual activity does not infringe any third-party rights.
The Counterparty undertakes to protect Syngen-ta, at its own expense, from and from any and all third-party claims, referring to infringement of the rights to the results of third-party intellectual activity.

 

5. The obligations to protect confidential infor-mation referred to in clauses 2, 3 and 4 of these Terms and Conditions shall remain in force for the duration of the Contract, as well as for fifteen (15) years after the expiration of the Contract, if a shorter period is not pro-vided for by the Contract.

6. Syngenta reserves the right to audit the Coun-terparty in order to verify compliance with the require-ments of clauses 2, 3, 4, and 5 of these Terms and Conditions.

7. The Counterparty undertakes to comply with all applicable requirements of international legislation, legislation of the Russian Federation and internal re-quirements of Syngenta on health and safety.

8. If the Contract provides for the supply of goods across borders, the Counterparty undertakes to indicate the HS (Harmonized Commodity Description and Coding System) code on all relevant documents.

9. The Counterparty must maintain strict ac-countability with respect to the performance of its obli-gations under the Contract (including information about all payments effected or received in connection with the performance of such obligations), as well as provide upon request the specified reporting to Syngenta or au-ditors engaged by Syngenta. The Counterparty must provide every kind of assistance during such audit.

10. If the Contract between Syngenta and the Counterparty concerns movement of any biological ma-terial (any living organism containing functional units of heredity, including (but not limited to):
• plant material including seeds, cuttings and other plant parts;
• pathogens and (micro-) organisms;
Particularly from one country to another, such movement must be carried out in compliance with the CBD/Nagoya Protocol.

 

 

11. The principles of Syngenta: a guide for part-ners.

11.1 Syngenta does not allow bribery, kick-backs and other informal payments.
Syngenta strives to conduct business correctly, with full transparency and without bribery or other cor-rupt conduct.
The Counterparty must not offer or accept bribes to obtain an unfounded or improper advantage from or for Syngenta.
Syngenta expects the Counterparty to under-stand and comply with the following principles:

A. Syngenta does not give bribes.
Bribery contradicts Syngenta’s values. Syngenta does not give, does not offer or receive bribes in any form, including kick-backs and other informal or illegal payments.

B. Syngenta prohibits all kinds of bribes.
A bribe is a bribe, regardless of its form, wheth-er it's money, an unduly expensive gift, offer of em-ployment, or a charitable contribution. Everything that is offered or accepted for the purpose of obtaining a possibility to unduly influence business decisions for or on behalf of Syngenta, is considered a bribe.

 

C. Syngenta does not allow rewards for facilita-tion.
Acting on behalf of Syngenta, the Counterparty must not offer or provide to any public servants "re-ward for facilitation ". Such small unofficial payments and gifts, often cash, are provided to a government of-ficial to guarantee results or to facilitate routine proce-dures relating to his/her direct duties, such as issuing licenses or permits for movement of goods through cus-toms.

 

 

D. Syngenta makes no distinction between brib-ery and commercial bribery.
Syngenta does not support bribery in its dealings with government officials, private business partners, as well as members of their families.

E. Syngenta maintains records of business rela-tions.
Where the Counterparty provides Syngenta a product or service, Syngenta requests the Counterparty to ensure drawing up and storage of all necessary re-porting. In some cases, Syngenta (or the parties desig-nated by Syngenta) may request to view these docu-ments to inspect them.

 

11.2 Gifts and entertainment must not affect business decisions.
Syngenta recognizes that gifts and entertainment are a common part of running a business, but, neverthe-less, it is very important that they do not have any un-due impact on business decision-making or do not pro-duce such an impression.

Gifts and entertainment provided with no any clear justification or criteria in order to obtain illegal business advantages or to influence business decision-making, are considered a bribe. All forms of bribery are prohibited by Syngenta.

When conducting activities for or on behalf of Syngenta, the Counterparty must not offer an employee of Syngenta, a public servant or any other party any gift or entertainment that are inappropriate, unlawful, exces-sive or can be considered as an attempt to unduly influ-ence business decisions.

 

11.3 Syngenta will not tolerate a fraud.
Intentional illegal use of the company’s re-sources for personal enrichment by the employees of Syngenta or third parties is a fraud.

Syngenta practices zero tolerance policy towards committing or concealing fraud.

When the Counterparty conducts activities joint-ly with Syngenta, Syngenta demands the Counterparty to maintain an anti-fraud attitude and to render assis-tance in any investigation or suspect of fraud, which includes Syngenta’s activity or affects it.

 

11.4 Syngenta does not condone or support money laundering.
Syngenta cooperates with reliable and reputable partners who conduct their business lawfully and trans-parently and use legally obtained funds.

The Counterparty must comply with all existing laws and rules that prohibit money laundering. Syngen-ta’s activity must not be used for money laundering. 

11.5 Syngenta avoids conflicts of interests.
All business transactions must be carried out in Syngenta’s interests.

When conducting business with Syngenta, the Counterparty must not abuse its official position to ob-tain unlawful or improper benefits.

Similarly, no employee of Syngenta must abuse his/her official powers for obtaining any self-interest.

 

11.6 Syngenta prohibits anticompetitive behav-ior.
Competition laws apply to all business arrange-ments: written, oral or in any other form. An illegal price fixing agreement, auction fraud and other anti-competitive conduct is prohibited.

The Counterparty must make sure that its activi-ty on behalf of Syngenta is held in an open form and on a competitive basis and that all business practices fully comply with the applicable laws on the protection of competition, regardless of their location.

11.7 Syngenta is committed to occupational safety.
Syngenta strives to ensure safety of its staff and ensure compliance with all applicable health and safety laws and regulations.

When working with Syngenta, the Counterparty undertakes to comply with all applicable laws and regu-lations on occupational health and safety and create safe labour conditions and healthy working environ-ment for employees in all premises under control of the Counterparty.

11.8 Syngenta complies with environmental standards.
Syngenta seeks to minimize environmental im-pact of its activities on the environment through com-pliance with all applicable laws, international guidelines and industry standards.

The Counterparty must comply with all applica-ble environmental laws, basic principles and standards relating to activities both within the territory of the Counterparty and Syngenta.

11.9 Syngenta respects trade regulation and eco-nomic sanctions.
Syngenta complies with the applicable interna-tional trade regulation laws, including those relating to economic sanctions, customs requirements and export control. Syngenta does not participate in boycotts and other restrictive trade practices.

Similarly, Syngenta demands the Counterparty to comply with all the relevant laws in trade regulation and economic sanctions.

11.10 Syngenta responsibly approaches supplier selection.
Syngenta adopts a serious attitude to the selec-tion of supplier for all materials used in its activity.

Syngenta requests the Counterparty to adhere adopt the same attitude. It includes comprehensive sup-ply chain verification. It is important for Syngenta that the suppliers of the Counterparty do not violate labor laws, use violence and breach human rights.

11.11 Syngenta respects the concepts of intellec-tual property and confidential information.

Syngenta shall be in title to all intangible assets created. The Counterparty must respect intellectual property rights and protect confidential information as well as information about Syngenta’s customers and employees.

The Counterparty must use Syngenta’s infor-mation and property (including equipment, drawings and designs) solely for the purposes for which they were originally intended.

The Counterparty should take appropriate measures to protect and ensure confidentiality of Syn-genta’s private information. This includes ensuring its confidentiality and security, and prevent it from being disclosed to third parties (including other customers, contractors, etc.) without authorized written permission of Syngenta.

 

11.12 Personal data protection is the priority of Syngenta.
Syngenta takes strict measures to protect the per-sonal data it owns.
The Counterparty must maintain confidentiality of all personal and sensitive information relating to em-ployees and business partners of Syngenta, in accord-ance with the applicable standards of personal data pro-tection and the requirements of the contracts.

The Counterparty must not transfer, sell or share personal information with third parties.

11.13 Subcontractors must adhere to the same standards.
Syngenta also requires subcontractors working on behalf of Syngenta to comply with the standards of Syngenta from.
Syngenta requests the Counterparty to ensure that all subcontractors engaged by the Counterparty for Syngenta’s activities comply with the standards of Syn-genta.

In addition, before engaging subcontractors, the Counterparty must notify Syngenta in writing according-ly, and the possibility of engaging subcontractors must be expressly provided for in the relevant agreements signed.

 

11.14 Syngenta adopts a serious attitude to compliance with the standards.
If the Counterparty suspects that someone fails to comply with the principles of this guide, it can con-tact Syngenta to address this issue, by sending an email to:
[email protected] 

 

11.15 Syngenta hopes that this guide gives the Counterparty a clear idea of how Syngenta would like to see the activity with the Counterparty involved in Syngenta’s work.

If the Counterparty has any questions, it can contact its contact person in Syngenta or send an email to:
[email protected]

and Syngenta will do its utmost to help the Counterparty.

12. The Counterparty represents and warrants that the fulfillment of the obligations hereunder will conform to quality standards adopted for this type of goods/works/services and undertakes to deliver the goods/provide the services/perform the work in time, quantity, nomenclature stipulated in the Contract or its Annexes.

13. The Counterparty shall be liable for any losses caused to Syngenta, arising due to a breach of the contract by the Counterparty.

14. If, in accordance with the Contract, Syngen-ta purchases goods, the provisions of the UN Conven-tion on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply.