Malik Energy A/S and Malik Supply A/S
General Terms of Sale of EU Allowances
1. APPLICATION
1.1. These General Terms of Sale of EU Allowances (“EUAs”) in conjunction with the EUA Confirmation shall collectively form this EUA Contract and shall contain all agreements, arrangements and stipulations in respect of the sale of EUAs contemplated herein. Each sale shall constitute a separate contract.
1.2. In the event of any conflict between the EUA Confirmation and these General Terms of Sale of EU Allowances, including any amendments thereto, the EUA Confirmation shall be given priority over these General Terms of Sale of EU Allowances.
1.3. The EUA Contract shall supersede any conflicting terms of other contracts which the Buyer may seek to enforce against the Seller.
2. DEFINITIONS
2.1. Except where the context otherwise requires, the following definitions shall be applied throughout this EUA Contract:
a) “Account” means any digital record of a Party or person in any relevant Registry that will be used to record the issue (if applicable), holding, transfer, acquisition, surrender, cancellation, and replacement of EUAs, including but not limited to operator holding account, trading account and Kyoto account.
b) “Banking Day” shall mean a day on which banks are open in the places of business of the Seller and the Buyer.
c) “Buyer” means jointly and severally the party taking delivery of and paying for the EUAs and any party on whose behalf an agreement to purchase EUAs is made, the party ordering the EUAs including any agents, intermediaries, brokers that place orders with the Seller.
d) “Delivery Date” means the date agreed between the Buyer and the Seller when the EUAs will be delivered to the Buyer’s Account.
e) “Directive” means Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emissions allowance trading, as may be amended from time to time, including by Directive (EU) 2023/959.
f) “EU Allowance” or “EUA” means an “allowance” as defined in the Directive to emit one tonne of carbon dioxide (CO2) equivalent during a specified period, which shall be valid only for the purposes of meeting the requirements of the Directive and shall be transferable in accordance with the provisions of the Directive.
g) “EUA Confirmation” means a confirmation in writing from the Seller to the Buyer setting forth the particular terms of each sale of EUAs.
h) “EUA Contract” means this contract of sale and delivery of EUAs on the terms hereof as agreed by and between the Parties.
i) “EU ETS” means the EU emissions trading system.
j) “EUA Price” means the price agreed between the Parties for one EUA.
k) “General Terms” means these set of General Terms of Sale of EUAs in force as of 01.04.2025 and any amendments thereto.
l) “Party” means the Seller, or the Buyer and “Parties” means
the Seller and the Buyer collectively.
m) “Purchase System” means the Seller’s platform where the purchase of EUAs will take place.
n) “Registries Regulation” means the Commission Regulation (EU) No. 389/2013 of 2 May 2013 establishing a Union Registry pursuant to the Directive 2003/87/EC of the European Parliament and of the Council, Decisions No. 280/2004/EC and No. 406/2009/EC of the European Parliament and of the Council and repealing Commission Regulations (EU) No. 920/2010 and No. 1193/2011, as may be amended from time to time, including by Commission Delegated Regulation (EU) 2019/1122 and 2019/1123.
o) “Registry” means the registry established by an EU Member State or the EU pursuant to the Directive or Regulation 2019/1122, in order to ensure the accurate accounting of the issue, holding, transfer, acquisition, surrender, cancellation and replacement of EUAs. For the avoidance of doubt, references to a Registry shall include (i) the Union Registry and (ii) collectively accounts within the Union Registry that are under the jurisdiction of a single national administrator designated by an EU Member State. In the case of (ii), such accounts will together be deemed, for the purposes of these General Terms, to be a Registry for that Member State.
p) “Required Authorisations” means all governmental and other licences, authorisations, permits, consents, contracts and other approvals (if any) in the relevant Party’s country of registration and in the country of the Registry where the EUAs are to be delivered that are required to enable a Party to fulfil any of its obligations under these General Terms.
q) “Sanctions Laws” means any export or import controls, embargos, trade restrictions, listing of persons or entities, asset freezing, prohibitions to sell, purchase, import, export, transfer or transport, or any other economic sanctions regulations adopted by the United Nations, the European Union or any Member State of the European Union, Switzerland, the United Kingdom, Singapore, the UAE, the United States of America or any other jurisdiction where the Seller carries out business.
r) “Seller” means Malik Supply A/S or Malik Energy A/S Gøteborgvej 18, 9200 Aalborg, Denmark acting through any of its agents.
s) “Trading System” means the system of transferring EU Allowances between either or both of (a) persons within the EU and (b) persons in third countries, in either case as recognized in accordance with, and subject to, the procedure of the Directive established in, and as implemented by the national laws of, any Member State and certain non-Member States.
t) “Trading System Rules” means the rules and regulations of participation in, and operation of, the Trading System as applicable in a Member State and certain non-Member States as amended from time to time.
u) “Transfer” means (weather used as a verb or a noun) the transfer of EU Allowances from one Account to another.
v) “Union Registry” means the online database holding accounts for participants in the EU ETS and governed by Regulation 2019/1122.
3. TRANSFER OF EUAS
3.1. The Seller and the Buyer may from time to time wish to enter into EUA Contracts for the sale and purchase of EUAs on the terms and conditions of this EUA Contract and the Trading System Rules and law applicable to the Transfer. All EUA price indications made in the negotiations for such trades shall constitute invitations to offer and a binding EUA Contract shall only come into existence when the EUA Price and quantity of EUAs has been confirmed in the Purchase System and the Seller has sent the EUA Confirmation to the Buyer.
3.2. The Seller shall Transfer the agreed quantity of EUAs by no later than the Delivery Date from its Account in the Registry to the Buyer’s Account. The Buyer shall specify the Account details in the Purchase System prior to confirming the purchase of EUAs in the Purchase System. The Buyer bears the risk of entering correct Account details into the Purchase System and the Seller shall not be liable for a Transfer of EUAs in accordance with the Account details regardless of fraud or error in the Account details.
3.3. The Transfer of EUAs shall be considered to be completed for the purposes of the EUA Contract when the Seller authorizes and concludes the Transfer in the Registry, whereupon title and risk of loss, related to the EUAs, or any portion thereof, shall transfer from the Seller to the Buyer.
3.4. The Parties agree to co-operate with each other in relation to the Transfer and to do such things as are necessary in accordance with, and as required by, the Trading System in order to Transfer the EUAs to the Buyer’s Account by the Delivery Date.
3.5. The Seller shall Transfer to the Buyer the EUAs free and clear of all liens, security interests, claims and encumbrances or any interest in or to them by any person. The Seller shall not be liable for any defect in title caused by a third party, including but not limited to falsified EUAs and pledged EUAs provided the Seller did not have any reasonable knowledge of such falsification.
3.6. The Parties each represent and warrant to the other that:
a) It shall maintain in full force and effect all Required Authorisations at all times during the term of the EUA Contract.
b) On a Delivery Date, it has or will have an account validly registered in a Registry in accordance with the Trading System Rules (“Account”).
c) In respect of the Account, it has on a Delivery Date nominated the other Party’s specified Account as a ‘trusted account’ for the purposes of the Registries Regulation.
d) The Seller is allowed in terms of applicable law to sell EUAs, the Buyer is allowed in terms of applicable law to buy EUAs, and that the transaction is legal and valid in the country where each Party is incorporated.
4. PRICE AND OTHER CHARGES
4.1. The price of the EUAs shall be the amount expressed in EUR in the EUA Confirmation and which will have been confirmed by the Seller in the Purchase System. The Purchase Price shall be deemed the EUA Price multiplied by the quantity of EUAs (“Purchase Price”).
4.2. All amounts referred to in these General Terms are exclusive of any applicable VAT chargeable on the supply or supplies for which such amounts form the whole or part of the consideration for VAT purposes. The VAT treatment of any Transfer shall be determined pursuant to the VAT law of the jurisdiction where the relevant supply or supplies are deemed to take place for VAT purposes. If VAT is properly chargeable on any such supply or supplies, the Buyer shall pay to the Seller an amount equal to the VAT, if any, chargeable in the Seller’s jurisdiction; provided, however, that (i) such amount shall only be required to be paid once the Seller provides the Buyer with a valid VAT invoice in relation to that amount and (ii) the Buyer shall be under no obligation to make any payment to the Seller in respect of VAT which the Buyer must self-assess under the reverse charge rule or any similar system in the Buyer’s jurisdiction. Each Party shall, to the extent permitted by law, provide the other with any additional valid VAT invoices as required for the purposes of these General Terms and, to the extent required by law, shall correctly account for any VAT properly due in its jurisdiction.
4.3. Subject to each Party's obligations relating to VAT, each Party shall cause all royalties, taxes, duties, levies and other sums (including, without limitation, any stamp duty, other documentary taxes, climate change levy or other environmental tax or levy) (“Other Taxes”) legally payable by that Party arising in connection with these General Terms to be paid. In addition, in the event that the Seller is required by law to pay any Other Taxes which are properly for the account of the Buyer, the Buyer shall promptly indemnify or reimburse the Seller in respect of such Other Taxes. In the event that the Buyer is required by law to pay, deduct or withhold any Other Taxes which are properly for the account of the Seller, the Buyer may deduct or withhold such amount of any such Other Taxes from the Purchase Price referred to in clause 4.1, and the Seller shall promptly indemnify or reimburse the Buyer in respect of such Other Taxes not so deducted or withheld.
5. PAYMENT
5.1. Unless otherwise agreed between the Parties at the time of the issuing of the EUA Confirmation payment for the delivery and all other charges shall be made in EUR in full and without any set- off, counterclaim, abatement, deduction and/or discount and free of bank charges.
5.2. Payment shall be in accordance with the Seller’s Invoice which may be sent by facsimile, transmission, email, mail or courier. The quantity stated in the EUA Confirmation is to be considered final in respect of the quantity to be invoiced.
5.3. Payment shall be made on a cash in advance basis and the Buyer shall make the payment no later than two (2) Banking Days after the EUA Confirmation and invoice date. The Seller will transfer the EUAs to the Buyer’s Account no later than two (2) Banking Days after the payment date, this being the Delivery Date, always provided that the Seller will not transfer the EUAs before the Seller has received the Purchase Price on its bank account. Any Delivery Date agreed will be postponed until after the Seller receives the Purchase Price.
5.4. Payment shall be deemed to have been made on the date the payment is credited to the Seller’s bank account. All bank charges in respect of payments shall be for the Buyer’s account.
5.5. If payment is not made within the time stipulated in clause 5.3 or any number of days otherwise agreed, the Buyer shall be liable for all costs (whether or not suit is filed) incurred by the Seller to recover such amounts including but not limited to attorneys’ fees, court costs and collection expenses. If suit is filed, the Buyer shall be liable for all court costs in addition to attorneys’ fees and expenses.
5.6. Without prejudice to any other rights or remedies available to the Seller, the Buyer shall pay interest to the Seller on all balances that remain unpaid from the date that they were due for payment. The rate of interest shall be two percent (2%) per month and the interest shall be compounded monthly for each month, or part thereof. Moreover, where the currency of payment is other than EUR, the Buyer shall indemnify the Seller against any loss which is caused by adverse currency fluctuations between the invoice currency as against the value of the EUR for the period between the due date and the date of payment.
5.7. In the event of non-payment by the Buyer of the amounts due, including any interest thereon, the Seller reserves the right to pursue such legal remedies as may be available to them to recover the amount owed.
5.8. Should the EUAs be purchased by an intermediary such as a manager, broker, trader or agent then such manager, broker, trader or agent shall (in addition to the Buyer) be bound by and liable for all obligations as fully and completely as if they were themselves the Buyer whether such principal be disclosed or undisclosed and whether or not such manager, broker, trader or agent purports to contract as manager, broker, trader or agent only.
6. DEFAULT
6.1. Without prejudice to any other remedies and rights and without any liability on the part of the Seller, the Seller shall have the option to cancel the EUA Contract and other EUA Contracts entered with the Buyer, in whole or in part, and to claim damages from the Buyer in respect of any loss it may have suffered as a result of the default by the Buyer:
a) if the Buyer fails to make payment when due under these General Terms or otherwise is in breach; or
b) if the Buyer fails to have a valid and trusted Account set up with the Registry on the Delivery Date if such failure remains unremedied after the Seller providing 5 (five) days’ notice to the Buyer to remedy the same; or
c) if the Buyer is declared bankrupt; or
d) if the Buyer enters into any other form of insolvency proceedings, such as US Chapter 11 proceedings or similar proceedings in other jurisdictions, such as rehabilitation or reconstruction proceedings, compulsory agreements with creditors, suspension of payment or any other form of proceedings in contemplation of a structural debt arrangement being made vis-à-vis the Buyer and its creditors; or
e) if the Buyer makes any proposal to any of its creditor(s) for a reorganization, restructuring, rehabilitation or any other form of voluntary arrangement; or
f) if a receiver, liquidator, administrator or the like is appointed in respect of the Buyer’s business; or
g) if the Buyer breaches any of its financial covenants or warranties provided by the Buyer to its financiers; or
h) in case of a Force Majeure Event (as defined in clause 8 below), or if the Seller has reasonable grounds to expect force majeure; or
i) if the Buyer fails to make timely payment in accordance with clause 5.3;
j) if the Seller’s supplier or any other entity that the Seller relies on for providing the EUAs cancel their contract with the Seller or for some other reason is not able to deliver EUAs to the Seller or
k) if the Buyer fails to comply in all respects with the requirements of clause 12 (Sanctions Laws) and clause 13 (Anti-Bribery and Anti-Corruption).
The Seller cannot be held liable for any loss, delays, claims or damage arising from cancellation made pursuant to this clause 6.1.
7. LIMITATION OF LIABILITY
7.1. These General Terms set forth the full extent of the Parties’ obligations and liabilities arising out of or in connection with these General Terms, and there are no conditions, warranties, representations or terms, express or implied, whether statutory or otherwise, that are binding on the Parties except as specifically stated in these General Terms. Any oral or implied agreements inconsistent with this EUA Contract are expressly excluded and disclaimed.
7.2. Save as expressly provided otherwise in these General Terms, the Seller shall not be liable to the Buyer under or in connection with these General Terms for any fines, penalties, loss of income, loss of profits, loss of hire or loss of contracts, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising and whether caused by tort (including negligence), other fault on the part of the Seller or its agents, breach of contract or otherwise. For the avoidance of doubt, this includes any liability towards authorities for the Buyer’s or any of the Buyer’s customers’ failure to surrender EUAs within the time period stipulated in the Directive or other applicable national laws.
7.3. The Seller shall not be liable for any fines, penalties, loss of income, loss of profits, loss of hire or any other indirect or consequential loss or damage of any kind resulting from a delivery of EUAs by the Seller after the Delivery Date.
7.4. The Seller shall in no event be held liable for any reduction in the functionality, any breakdown, alteration, termination, damage to, intervention in (hacking or similar) or lack of access to the internet or other forms of tele- or data communication, computer systems, hardware, applications, software, data, microprocessor(s), integrated circuits or networks or similar computer- and not computer-related devices, whether or not owned or in the possession of the Seller, the Buyer or a third party. This includes any hacking of invoices. Such cyber risks are not within the control of the Seller and are assumed by the Buyer.
7.5. The Seller shall in no event be held liable for having disclosed any data or information of any kind whatsoever, including, without limitation, in compliance with rules of law, market rules or trade custom.
7.6. In no event shall the Seller’s liability for any loss, damage, claim or other expenditure, however arising under this EUA Contract and whether caused by negligence or not and whether based in tort or contract, exceed the aggregate value of the Purchase Price as set out in the Seller’s Invoice. The Buyer undertakes to indemnify the Seller against any claims, losses or costs of whatever kind related to this EUA Contract instituted by third parties against the Seller to the extent such claims exceed the Seller’s liability towards the Buyer according to this clause 7.
7.7. The Buyer accepts that the clauses herein which limit the Seller’s liability are valid and may be enforced by the Seller against the Buyer even for claims arising from the Seller’s own negligence, whether simple or gross, or that of the Seller’s agents or subcontractors. Only if damage or loss is caused intentionally or willfully by the Seller shall the Seller not be contractually entitled to limit or exclude its liability under the EUA Contract.
8. FORCE MAJEURE
8.1. The Seller shall not be liable for any loss, claim, damage, delay, etc. of whatever nature resulting from any delay and/or failure in performance under this EUA Contract caused by the following circumstances (“Force Majeure Event”):
a) compliance with any order, direction or request from any public authority or person acting or purporting to act on their behalf; or
b) failure in, or unavailability of, the delivery or supply of EUAs, or if the delivery cannot be completed by the Seller due to any interference, disruption, malfunction, security breach, scheduled maintenance, or other failure to operate and maintain the Registry or the Seller’s Account;
c) any cause whatsoever not within the immediate control of the Seller, including (without limitation) if such is caused wholly or partly by labor disputes, strikes, stoppages, lock-out, governmental intervention, lockdown, wars, civil commotion, riot, quarantine, power outage, accident or any act of God; or
d) any cyber risks mentioned in clause 7.4; or
e) any other similar circumstances.
8.2. In the event of a failure of performance as provided in clause 8.1, the Seller may, but is under no obligation, to source, procure or obtain alternative EUAs, and in such case the Seller shall be entitled to receive from the Buyer payment of any and all additional costs of such performance by the Seller.
8.3. The occurrence of a Force Majeure Event shall not relieve the Buyer of responsibility to make full and timely payment of all amounts payable to the Seller pursuant to clause 5.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This EUA Contract shall be governed and construed in accordance with Danish Law.
9.2. Any dispute arising out of or in connection with this EUA Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Nordic Offshore and Maritime Arbitration Association's ("NOMA") Arbitration Rules in force at the time when such arbitration proceedings are commenced. The arbitral tribunal shall be composed of three arbitrators unless otherwise agreed.
9.3. If the aggregate amount of the claim and counterclaim in dispute does not exceed USD 250,000, the arbitration shall be conducted in accordance with the NOMA Fast Track Arbitration Rules in force at the time when arbitration proceedings are commenced. The arbitral tribunal shall in such case be composed of one arbitrator unless otherwise agreed.
9.4. During the arbitration, the NOMA Best Practice Guidelines shall be taken into account.
9.5. The place of arbitration shall be Copenhagen. Unless the parties agree otherwise, the language of the arbitration shall be English.
9.6. A party who seeks an amicable solution and settlement of the dispute may at any time, either prior or subsequent to the commencement of arbitration, initiate mediation according to the NOMA Mediation Rules by submitting to the other party or parties a written request for NOMA Mediation. An agreement to mediate does not preclude a party from initiating arbitration.
9.7. Any mediation or arbitration shall be subject to strict confidentiality. The arbitrators, mediators, the parties, their attorneys, their representatives and all persons accompanying them shall keep confidential the existence and contents of the arbitration including any arbitral award, written and oral pleadings and all documents produced for or arising from the arbitration or the mediation. Nevertheless, nothing in the present clause shall prevent a party from disclosing such information as required by law or to legal advisors, accountants or insurers, or to protect or pursue a legal right. NOMA may publicize an anonymized copy of any award.
9.8. If any procedure of any nature whatsoever is instituted under Clause 19, in connection with any dispute arising out of this EUA Contract or to interpret or enforce any rights under this EUA Contract, the prevailing party shall have the right to recover from the losing party its reasonable costs and attorneys’ fees incurred in such proceedings.
10. MISCELLANEOUS
10.1. If any part of this EUA Contract is declared invalid, it shall not affect the validity of the remainder of the EUA Contract or any part thereof.
10.2. All rights and remedies of the Seller hereunder are cumulative, and election of one remedy shall not exclude another.
10.3. The failure of the Seller to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these General Terms does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect the Seller’s right later to enforce or to exercise it.
10.4. This writing supersedes all previous general terms of sale of EUA by the Seller and sets forth the final and exclusive expression of the parties’ agreement unless it is modified in writing, which modification must be signed by the Seller. It supersedes all oral or implied agreements. Any disclaimer, notice or other writing by the Buyer or their agents on any document, seeking unilaterally to alter or amend any part of this EUA Contract shall be ineffective.
10.5. The Buyer may request modification of the terms of this EUA Contract no later than when placing its initial order enquiry for EUAs and the Seller, at its discretion, may raise the prices offered in consideration of such modifications, including any increase in the Seller’s liabilities thereby.
10.6. The Seller may assign any of its rights under this EUA Contract to a third party. The Buyer may assign any of its rights under this EUA Contract to a third party only with the Seller’s written consent.
10.7. These Terms can be updated by the Seller from time to time.
11. NOTICE
11.1. Except where expressly stated otherwise, a notice, demand, request, statement, or other communication under this EUA Contract shall only be effective if it is in writing.
11.2. Notices, demands, requests, statements or other communications under or in connection with this EUA Contract shall be sent to a party at the addresses or numbers specified from time to time by the party to whom the notice is addressed.
11.3. Any notice given under or in connection with this EUA Contract shall be effective only upon actual receipt at the address specified as per Clause 11.2.
11.4. Any notice given under or in connection with this EUA Contract outside working hours in the place to which it is addressed shall be deemed not to have been given until the start of the next period of working hours in such place.
12. SANCTIONS LAWS
12.1. The Seller has the option to immediately cancel the EUA Contract for the account and risk of the Buyer and shall not be obliged to perform any contractual obligation if at any time the Seller, in its sole discretion, has reasonable grounds to believe that:
a) the Buyer and any of its assignees, agents, principals of agents, shareholders, subsidiaries, sister companies, associated companies and/or parent companies (including their successors);
b) any person or entity (i) which the Buyer enters into transactions with, (ii) which beneficially owns or controls the Buyer, or (iii) which is controlled by the same interest(s) that own and/or exercise control over the Buyer;
c) the Buyer’s contractual counterparty(ies) for the EUAs and/or any other person or entity further downstream, including the end beneficiary of the EUAs;
is/are not covered by, subject to or the target of any Sanctions Laws and that the EUAs will not be used directly or indirectly for any purpose contrary thereto, including any acts of circumventing Sanctions Laws.
12.2. Each of the Seller and Buyer warrants and undertakes that the EUAs traded will not be used in any manner whatsoever directly or indirectly in connection with any entities, persons, projects, contracts, transactions or payments that contravenes any Sanctions Laws; or to fund or facilitate any activities or business in any manner that may reasonably result in a violation of Sanctions Laws.
12.3. If the Buyer at any point becomes aware of a breach, or a potential breach, of this clause 12, the Buyer shall immediately inform the Seller in writing and the Seller shall be entitled to immediately cancel the EUA Contract and/or exercise other remedies for breach, to notify the relevant authorities in any relevant jurisdiction and/or say or do any act to comply with the laws and regulations of any such authorities and to comply with the Sanctions Laws, and the Buyer shall indemnify and hold the Seller harmless against any claims, damages, costs, losses, liabilities, and expenses, including but not limited to fines and attorneys’ fees, arising as a consequence of any breach or a potential breach, of this clause 12.
12.4. Upon demand and without delay, the Buyer is obligated to provide any and all information and documentation to the Seller, as required in the Seller’s sole discretion, acting reasonably, for the Seller to perform reasonable compliance screenings or other due diligence to avoid breaching any Sanctions Laws. The Seller may require auditing of the Buyer as part of the Seller’s due diligence to mitigate against and avoid breaching any Sanctions Laws.
12.5. The Seller shall have no liability for any loss, delays, claims or damages of whatever kind suffered by the Buyer due to a cancellation under Clause 12.
13. ANTI-BRIBERY AND ANTI-CORRUPTION
13.1. The Buyer warrants and undertakes it shall:
a) comply with all applicable laws, statutes, regulations, rules, codes and official government orders relating to anti-bribery and anti-corruption including requirements of the United Kingdom and the United States of America;
b) comply with such anti-bribery and anti-corruption policies as the Seller may update from time to time (and which the Seller shall make available to the Buyer upon request);
c) not, directly or indirectly pay, offer, give or promise to pay or authorise the payment of, any monies or other things of value to:
i. any government official;
ii. comply with such anti-bribery and anti-corruption policies as the Seller may update from time to time (and which the Seller shall make available to the Buyer upon request);
iii. any other person, individual or entity at the suggestion, request or direction or for the benefit of any of the above-described persons and entities, or engage in other acts or transactions, in each case if this is in violation of or inconsistent with the anti- bribery or anti-money laundering legislation of any government including (as updated and in force at the time of this EUA Contract) the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, Anti-Terrorism, Crime and Security Act 2001, the Money Laundering Regulations 1993 and the Proceeds of Crime Act 2002 and the applicable country legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
d) The Seller may terminate the Contract and any and all other contracts between the Buyer and the Seller in its sole discretion if:
i. in its reasonable judgment the Buyer is in breach of any of the warranties or undertakings in clause 13
ii. the Buyer fails to provide satisfactory evidence (in the form prescribed by the Seller in its absolute discretion) of compliance with this clause 13 upon written request by the Seller to the Buyer.