Applicable law definition #
Applicable law means laws, regulations, rules, jurisdictions relating to the Company and / or to the Counterparty and to the relations of the Parties under this Agreement, including but not limited to:
- anti-corruption laws prohibiting bribery and commercial bribery;
- anti-money laundering laws that prohibit participation, facilitation or concealment of financial transactions that support illegal activities and the financing of terrorism;
- economic or financial sanctions restrictions, trade embargoes imposed, administered or enforced by government agencie within relevant jurisdiction;
- laws, orders, regulations related to export control measures that control or otherwise establish requirements or restrictions on the sale, export, re-export or transfer of goods or technologies for national security purposes or other foreign policy purposes of any state where those laws apply, or liable to such sale, export, re-export, or transfer of goods (for example, export controls imposed by the United States (Export Administration Regulations));
- laws that prohibit illicit trade including the distribution of counterfeit, falsification or copyright infringement;
- laws that prohibit the use of forced or child labor;
- laws that protect confidential and inside information. Confidential information of the Company may potentially contain inside information of the Company and of its affiliates in accordance with the securities and exchange laws or stock exchange rules applicable to such inside information, as a result of which the Counterparty may be subject to the above legislation on securities or rules of the stock exchange.
Representations and warranties #
- The Parties confirm that at the time of the provision of these representations and warranties and during the term of this Agreement, they fulfill and undertake to comply with the requirements of all Applicable law. The Parties confirm not to take any actions that may lead to a violation of Applicable law, not to facilitate, encourage or induce anyone to participate in such activities.
- The Parties represent that during the performance of their obligations under this Agreement, the Parties themselves, their employees, agents and affiliates (taking into account the reasonable ability of each respective Party to control the distribution of these obligations to these persons) do not participate in bribery, commercial bribery, do not pay, do not offer to pay and do not authorize the payment of any monetary funds or values, directly or indirectly, to any person, to influence the actions or decisions of these persons in order to obtain any unlawful advantages or to achieve other unlawful goals.
- The Parties confirm the implementation of a sufficient and effective internal controls system of business records and measures to prevent and detect violations of the Applicable law, including, but not limited to, measures to detect and prevent bribery and commercial bribery involving and (or) in relation to their employees and counterparties in within the framework of relations between the Parties under the Agreement.
- The Parties represent that in carrying out their activities they comply with applicable laws of the Russian Federation
and other countries or associations that have introduced sanctions or export control restrictions in relation to certain
legal entities and individuals, sectors of the economy, jurisdictions and territories (including, but not limited to,
Iran, Syria, North Korea, Crimea).
The Counterparty additionally represents that it neither has committed, nor does commit, at the time of provision hereof, any actions, whether deliberately or negligently, both directly and indirectly would violate or results in any sanctions or export controls violations. The Counterparty also represents that at the moment of giving these representations nobody of its group, its directors, officials has received a notice of any claim, action, lawsuit, litigation or investigation against him in relation to sanctions or export controls giving by any competent body and has become aware of them. - All documents and information provided by Counterparty prior to the conclusion of the Agreement and/or during the know-your-counterparty process of the Counterparty according to the internal procedures of the Company, including the due diligence, anti-money laundering and sanctions compliance procedures (where applicable), were reliable and valid, accurate and not misleading.
- In the event of violation by one of the Parties of the representations specified in this section, the other Party has the right to unilaterally terminate the Agreement under Art. 406.1 (1) of the Civil Code of the Russian Federation (any losses incurred by the Party are demand for compensation as a result of: failure to perform the obligations specified in this section by the other Party, as well as imposition of any fine or forfeit by a third party on a Party, including state authorities, due to violations of these representations and warranties by the other Party, as well as demand compensation from such Party for losses incurred). The Party requiring termination of the Agreement under this section does not compensate the losses to the other Party.
Counterparty liability #
- In addition to the documents provided to the Company during the know-your-counterparty check, the Counterparty undertakes to provide the Company with documents as a part of a periodic know-your-counterparty process of the Company upon the Company’s request.
- During the terms of the Agreement the Counterparty maintains accounting and reporting documents that accurately reflect business operations of the Counterparty in connection with the Agreement, the Counterparty also carries out internal accounting control in accordance with applicable laws. The Counterparty provides copies of such documents upon a written request of the Company. After termination of the Agreement for any reason, the Counterparty is obliged to keep accounting and reporting documents which refer to the Agreement (within the period provided by law) and provide copies of such documents at a written request of the Company.
- By signing this section, the Counterparty also confirms its compliance with the basic principles of the Company’s anti-corruption and ethical business conduct policies (versions of the policies for counterparties are posted on the Company’s website at: https://corporate.ozon.ru/social#policies) and undertakes to follow them.
- The Counterparty undertakes not to enter into or maintain business relationships with any counterparties or customers under this Agreement who violate Applicable law or are included into restrictive lists within the frames of Applicable law (sanctions, export restrictions, terrorist lists, etc.).
- If the Counterparty becomes aware of potential or existing violations of Applicable law as well as any sanctions, export restrictions imposed on the Counterparty and/or any members of the Counterparty’s group, officials of such Counterparty, the Counterparty immediately notifies the Company of this by contacting the Compliance Hotline using the details specified in the Compliance Hotline section on the Company’s website or by sending an email to compliance@ozon.ru.
- The Counterparty conscientiously assists the Company in carrying out investigations on revealed or suspected violations on Applicable law involving the Counterparty.
- In the event of violation by the Counterparty of the obligations specified in this section, the Company has the right to unilaterally terminate the Agreement under the Art. 406.1 (1) of the Civil Code of the Russian Federation (any losses incurred by the Company are demand for compensation as a result of: failure to perform the obligations specified in this section by the Party, as well as imposition of any fine or forfeit by a third party, including state authorities, on a Company, due to violations of these obligations by the other Party, as well as demand compensation from such Party for losses incurred) and demand compensation from the violated Party for losses incurred.