16. Trade compliance
Consilium complies with applicable trade and financial sanctions (“Sanctions”) and export control laws and regulations published by the United Nations, the European Union, and the United States (together with Sanctions, “Trade Controls”).
Applicable law in this regard should be followed in respect of any dealings by the Purchaser involving Products supplied by Consilium, as described below. Consilium reserves the right to decline and/or cancel any orders or deliveries to entities listed in connection with Sanctions or export controls. Purchaser hereby represents that it is knowledgeable regarding Trade Controls and Consilium’s policies and guidelines related thereto. In using the Products, including using the Products in support of any particular project, transporting the Products to any jurisdiction, or providing the Products to any third party, Purchaser shall comply with applicable global trade laws, including (i) UN Security Council requirements regarding Sanctions, (ii) EU laws and regulations regarding Sanctions, (iii) Sanctions laws and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), (iv) the EU Dual-Use Regulation, (v) the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Commerce Department’s Bureau of Industry and Security (“BIS”), (vi) the U.S. International Traffic in Arms Regulations (“ITAR”) administered by the U.S. State Department’s Directorate of Defense Trade Controls (“DDTC”), and (vii) other applicable Sanctions, export control, or import laws. In the event of any export, re-export, or other dealing in controlled products, technology, services, or information, whether directly or indirectly, Purchaser will first obtain all necessary written consents, permits, and authorizations, and complete such formalities as may be required by any applicable global trade law. Purchaser furthermore will not sell, transfer, or provide Products supplied by Consilium to any individual or entity (i) designated on (a) the list of sanctioned entities maintained by the United Nations, (b) the List of Specially Designated
Nationals and Blocked Persons, the Foreign Sanctions Evaders List, and the Sectoral Sanctions Identifications List, all administered by OFAC, (c) the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by BIS, (d) the Consolidated list of Persons, Groups and Entities Subject to EU Financial Sanctions, as implemented by the EU Common Foreign & Security Policy, (e) similar lists of restricted parties maintained by other applicable Governments; or (ii) any entity owned 50% or greater, or otherwise controlled by, the foregoing. Purchaser furthermore will not, directly or
indirectly,(i) sell, transfer, or provide Products supplied by Consilium to any entity or individual located in, organized under the laws of, or ordinarily resident in any country or geographic region subject to comprehensive sanctions administered by OFAC or the EU, which currently includes Afghanistan, Cuba, Iran, North Korea, Syria, Venezuela, Russia, Belarus, and the Crimea, Donetsk, Kherson, Zaporizhzhia and Luhansk regions of Ukraine (”Sanctioned Jurisdictions”), or (ii) transport Products supplied by Consilium into any Sanctioned Jurisdiction, including the territorial waters thereof. If required to enable authorities or Consilium to conduct export control checks, Purchaser, upon request by Consilium, shall promptly provide Consilium with
all information pertaining to the particular end-customer, the particular destination, and the particular intended use of Products provided by Consilium.
Any costs or damages resulting from a breach of this Clause or clause 18 below shall be borne by the Purchaser. Purchaser shall indemnify and hold harmless Consilium from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any non-compliance with applicable Sanctions or export control laws or regulations by Purchaser (including based on clause 18 below), and Purchaser shall compensate Consilium for all losses and expenses resulting thereof.