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LEGOLAND JAPAN
STANDARD CONDITIONS OF PURCHASE
FOR GOODS AND SERVICES
1 DEFINITIONS
In these Conditions:
1.1 The following expressions shall have the following meanings:
"Applicable Laws" means all applicable laws, statutes, regulations and codes from time to time in force;
"Associated Persons" means any person or entity associated with the Supplier in connection with these Conditions, or performing services for or on behalf of the Supplier in connection with these Conditions;
"Attractions" means each facility of the LEGOLAND® Japan Resort (including LEGOLAND® Japan, LEGOLAND® Japan Hotel, and SEA LIFE Nagoya) operated by LEGOLAND;
"Conditions" means the standard conditions of purchase for goods and services of LEGOLAND Japan as set out herein;
"Control" means the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement, and the expression ‘Change of Control’ shall be construed accordingly;
"Data Protection Laws" means the European Data Protection Laws, Japanese Data Protection Laws, UK Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country, together with any guidance issued by a Supervisory Authority;
"Deliverables" means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, models, diagrams, designs (including where applicable, digital layered files) and design details, pictures, computer programs, data, specifications, reports (including drafts), photographs, brochures and other documents, works or data and additions and amendments made to any of the foregoing;
"Delivery" means delivery of Goods and/or Services at the Attraction, and off-loading of the Goods from any transport used and "deliver" and "delivered" shall be construed accordingly;
"Delivery Date" means such date as is specified in the Order and such time on this date as the Attraction's Distribution Centre subsequently notifies to the Supplier for performance of the Supplier's obligations;
"Delivery Requirements" means the delivery requirements of LEGOLAND as stipulated in the Order or attached as Schedule 2 (or both as applicable);
"European Data Protection Laws" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council ("GDPR") and the e-privacy Directive (each as amended from time to time), together with laws implementing or supplementing the same and any other data protection or privacy legislation in force from time to time in the EEA;
"Force Majeure" any event or circumstance which is beyond the reasonable control of the affected party and which is not attributable to any wilful act, neglect or failure to take reasonable preventative action by the affected party and includes (insofar as is beyond such control and not so attributable) an event which falls into one or more of the following categories: (a) lock out, work stoppages, slow downs or any other industrial or labour dispute (excluding, in all cases, any such circumstances to the extent such circumstances involves the employees, agents, subcontractors and/or other suppliers of the affected party); (b) act of God, fire, explosion, collapse of buildings, flood, storm, earthquake, extreme adverse weather conditions; (c) war, hostilities, military action, riot, civil commotion, terrorism; (d) epidemic or pandemic; (e) nuclear, chemical or biological contamination or sonic boom; (f) explosion or malicious damage; (g) any action taken by a government or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or the failure to grant any necessary licence or consent; provided that the mere shortage of material, equipment, labour or supplies and any event or other consequence arising as a result of or in connection with (a) the full or partial withdrawal of the United Kingdom from the European Union, (b) as a result of or in connection with the COVID 19 virus, or (c) any other circumstances which were known to the parties as at the date of these Conditions will not constitute a Force Majeure Event;
"Goods" means the goods (including any instalment of the goods or any part of them) which are the subject of the Order;
"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, moral rights, logos, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including knowhow and trade secrets), semiconductor topography rights, image rights, rights in personality and similar rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
"Japanese Data Protection Laws" means the Japanese Act on the Protection of Personal Information (Act No.57 of 2003), together with laws implementing or supplementing the same and any other data protection or privacy legislation in force from time to time in Japan;[
"LEGOLAND" means LEGOLAND Japan LLC;
"LEGOLAND Materials" means all materials, equipment and tools, drawings, specification and data supplied by LEGOLAND to the Supplier;
"Mandatory Policies" means Merlin’s business policies and codes as notified by LEGOLAND from time to time;
"Merlin Group" means LEGOLAND and all of the legal entity within the group of companies known as The Merlin Entertainments Group (which comprises Merlin Entertainments plc and each of its directly or indirectly owned subsidiaries);
"Order" means a declaration of intent to order placed by LEGOLAND for the Supply of Goods and/or Services in a prescribed form of LEGOLAND duly signed by an authorized representative of LEGOLAND and stating the Attraction's order number;
"Services" means the work, installation or services or any of them to be provided and where necessary delivered by the Supplier pursuant to the Order or any applicable specification or scope of works set out in an Order;
"Supervisory Authority" means (a) an independent public authority which is established by a member state of the European Union pursuant to Article 51 GDPR; (b) any similar regulatory authority responsible for the enforcement of Data Protection Laws, including the Information Commissioner’s Office in the United Kingdom; and (c) the Japanese personal information protection commission;
"Supplier" means the individual, firm, company or other party who receives an Order from LEGOLAND for the Supply of Goods and/or Services including their employees, agents or representatives;
"Supply" includes but shall not be limited to, where the context so admits, lease, hire or loan of Goods and supply or provision of Services and "supplies" "supplying" and "supplied" shall be construed accordingly for the term set out in the Order;
"UK Data Protection Laws" means the Data Protection Act 2018, the "UK GDPR" as defined in the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations (each as amended from time to time) and other data protection or privacy legislation in force from time to time in the United Kingdom; and
"Writing" includes facsimile transmission, electronic communication and comparable means of communication and "written" shall be construed accordingly;
1.2 Words importing the singular number shall include the plural and vice versa, words importing one gender shall include the other genders and words importing persons shall include bodies corporate, unincorporated associations and partnerships.
2 CONCLUSION OF INDIVIDUAL AGREEMENT
2.1 The individual agreement shall come into effect subject to these Conditions (i) when LEGOLAND issues an Order to the Supplier and (ii) (a) the Supplier expresses to LEGOLAND its intention to accept the Order in Writing or (b) unless the Supplier expresses its intention to refuse such Order within five (5) business days after the receipt of the Order by LEGOLAND.
3 APPLICABILITY OF THESE CONDITIONS
3.1 Conclusion of the individual agreement pursuant to the preceding Article shall incorporate these Conditions (and no others unless expressly agreed in Writing by LEGOLAND in such acceptance). In the case of any conflict between these Conditions and any other terms or conditions which might otherwise apply (including, without limitation, those of the Supplier), these Conditions shall prevail.
4 QUALITY AND DEFECTS
4.1 The Supplier will at all times ensure that all Goods and/or Services and all packaging and labelling relating to Goods supplied shall:
(a) be of satisfactory quality to LEGOLAND;
(b) correspond with the Order and any relevant specification or sample including any specification set out by LEGOLAND in the Order;
(c) be fit for all purposes for which they may reasonably be used and, in addition, for any purpose expressly specified by LEGOLAND;
(d) comply with all relevant laws, governing specifications as to quantity, quality, standards or description which shall include (where applicable) as a minimum compliance with all relevant standards including, inter alia, the relevant regulations, statutes, codes of practice, best practice of the relevant trade or profession, Japanese Standard, British Standard, European Standard or International Standard applicable both to the country or state in which the Goods are manufactured and to the country or state where the Goods are to be used;
(e) be carried out by properly trained and qualified personnel using all reasonable skill, care and diligence and in a good and workmanlike manner;
(f) use the best quality goods, materials, standards and techniques, and ensure that any Deliverables, and all goods and materials supplied and used in the Supply of the Goods and/or Services or otherwise transferred to LEGOLAND, will be conformity with these Conditions in terms of workmanship, installation and design;
(g) in the case of Goods containing foodstuffs, when delivered, comply with all relevant food and hygiene legislation; and
(h) comply with such additional quality and safety standards as LEGOLAND may from time to time notify to the Supplier in Writing (and, in this respect, LEGOLAND will use its reasonable endeavours to provide reasonable notice of any material additional quality and safety standards).
4.2 Without prejudice to Article 4.1, in providing the Services, the Supplier shall:
(a) perform the Services with the reasonable care, skill and diligence in accordance with best practice in the Supplier’s industry, profession or trade;
(b) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with these Conditions;
(c) provide all equipment, tools and vehicles and such other items as are required to provide the Services; and
(d) observe all health and safety rules and regulations and any other security requirements that apply at any of LEGOLAND’s premises or any third party sites to be accessed in the provision of the Services.
4.3 The Supplier shall co-operate with LEGOLAND in all matters relating to the Goods and/or Services, and comply with all instructions of LEGOLAND.
4.4 It is a fundamental term of individual agreements of which these Conditions form of that the Supplier will at all times ensure that all Goods and/or Services supplied and all packaging and labelling relating to such Goods are manufactured and/or designed and/or supplied in accordance with best industry standards by persons or bodies employing only adult workers working in conditions which are not injurious to health or safety and which comply with all legislation which is applicable to such manufacture, design or supply.
4.5 The Supplier shall, when requested by LEGOLAND, provide such evidence (and shall provide such access to premises and other assistance) to LEGOLAND and any person acting on LEGOLAND’s behalf as LEGOLAND shall require to show that the Goods and/or Services are manufactured, designed and supplied in accordance with these Conditions.
4.6 The Supplier shall be liable for any loss, damage, liability, costs or expenses incurred by LEGOLAND in connection with a recall of any Goods that do not conform to the terms and conditions of these Conditions. The parties shall agree whether or not and how the Goods in question should be recalled but in the absence of agreement the final decision rests with LEGOLAND whose decision shall be final and binding on the Supplier.
4.7 LEGOLAND reserves the right to reject any Goods which in LEGOLAND's opinion:
(a) are faulty or do not conform to the quality, quantity, standard or description as specified in the Order;
(b) are not delivered by the Supplier on the Delivery Date; or
(c) do not comply with these Conditions.
4.8 Where the Supplier supplies any replacement Goods in accordance with Article 14.1(b) of these Conditions, the provisions of these Conditions shall apply to such replacement Goods.
4.9 LEGOLAND shall not be deemed to have accepted any Goods and/or Services until LEGOLAND has had a reasonable time to inspect them following delivery or completion of performance or, if later, within a reasonable time after any latent defect in the Goods and/or Services has become apparent.
4.10 In the case of any breach by the Supplier of any provision contained in Article 4 of these Conditions, LEGOLAND shall be entitled to avail itself of any one or more of the remedies in Article 14 of these Conditions.
5 COMPLIANCE WITH REGULATIONS
5.1 The Supplier warrants and represents that:
(a) it shall comply with all applicable regulations or other legal requirements including Japanese Standards, British Standards, European Standards and International Standards concerning the provision of the Goods and/or Services and concerning the design, manufacture, construction, quality, packaging, storage and Delivery of the Goods including the application of the "CE" mark to and other labelling requirements in connection with the Goods where applicable;
(b) it shall comply with all Japanese and relevant local environmental laws and shall ensure that all disposal and discharge of waste arising from the production and distribution of the Goods and materials associated with the Supply of Goods and/or Services to LEGOLAND (including any Goods branded with the Intellectual Property of Merlin Group) are carried out without any adverse impact on the environment; and
(c) the Goods shall be marked in accordance with LEGOLAND's instructions (including, but not being limited to the attachment or inclusion of bar codes) and any applicable regulations or requirements of any carrier, and packed and secured so as to reach their destination in an undamaged condition and in compliance with these Conditions.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 The Supplier warrants and represents that:
(a) the resale or use of the Goods by LEGOLAND and/or the Supply of the Services by the Supplier will not infringe the Intellectual Property Rights or other rights of any third party and that no third party has threatened or, so far as the Supplier is aware, is currently threatening proceedings in respect of such infringement;
(b) it will not use any Intellectual Property Rights of any member of the Merlin Group other than as expressly authorised in Writing by LEGOLAND;
(c) in respect of the Goods or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of Delivery of such items to LEGOLAND, it will have full and unrestricted rights to sell and transfer all such items to LEGOLAND;
(d) it shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled under the Copyright Act of Japan (Act No. 48 of 1970) or any similar provisions of law in any jurisdiction;
(e) it shall, promptly at LEGOLAND’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as LEGOLAND may from time to time require for the purpose of securing for LEGOLAND the full benefit of these Conditions, including all right, title and interest in and to the Intellectual Property Rights assigned to LEGOLAND in accordance with Article 6.2; and
(f) it shall not do or omit to do anything which may cause LEGOLAND to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that LEGOLAND may rely on the Goods and/or Services or act on the Services.
6.2 Subject to Article 6.4, the Supplier hereby assigns to LEGOLAND, in relation to the Goods newly designed, developed, improved or manufactured for the Attraction and its derivative works, with full title guarantee and free from all third party rights, all Intellectual Property Rights arising or which are obtained or developed by the Supplier (or by a contractor on behalf of the Supplier) in respect of the Goods and/or any Deliverables, and/or in the course of or in connection with the Services for the full extent and period thereof including all extensions, revivals and renewals thereof.
The assignment in these Conditions shall be absolute for all purposes, applications and fields of use, and, for the avoidance of doubt, shall not be limited to use as part of the Services. The Intellectual Property Rights developed by LEGOLAND in connection with these Conditions shall vest solely with LEGOLAND.
6.3 All LEGOLAND Materials are the exclusive property of LEGOLAND.
6.4 All Intellectual Property Rights owned by the Supplier which are created or developed by the Supplier otherwise than in connection with, under or pursuant to these Conditions shall remain the property of the Supplier. To the extent that the Goods, Deliverables or Services incorporate the Supplier’s Intellectual Property Rights, the Supplier hereby grants to LEGOLAND and Merlin Group companies a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use those Intellectual Property Rights and to sub-license such Intellectual Property Rights to LEGOLAND’s customers, services providers and contractors for the purpose of using, selling or otherwise dealing with the Goods and Deliverables and receiving the Services.
7 INDEMNITY
7.1 The Supplier will indemnify LEGOLAND in full against all costs, expenses, liability, damages and losses, including any interest, fines, reasonable legal and other professional fees and expenses awarded against or incurred or paid by LEGOLAND as a result of or in connection with:
(a) any claim made against LEGOLAND by a third party (including guests at Attraction and employees, agents, subcontractors and suppliers of LEGOLAND or the Supplier) for death or personal injury arising out of or in connection with the supply of the Goods or the provision of the Services to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of these Conditions by the Supplier, its employees, agents, or subcontractors;
(b) any claim made against LEGOLAND by a third party that the Goods, the Deliverables, and/or Services and/or any other Intellectual Property Rights of the Supplier infringe, or their receipt, import, export, use, onward supply, or resale by LEGOLAND infringes, the Intellectual Property Rights or other rights of any individual, firm, company or other third party.
(c) the failure of the Supplier to Supply the Goods and/or Services strictly in accordance with the provisions of the Order or these Conditions;
(d) a recall of any defective Goods; and
(e) any breach or breaches of any provision of these Conditions.
7.2 Upon a third party threatening or bringing a claim in respect of which the Supplier has given an indemnity pursuant to these Conditions:
(a) LEGOLAND will use reasonable endeavours to notify the Supplier in Writing as soon as reasonably practicable upon becoming aware of the claim (stating in reasonable detail the nature of the claim and, if practicable, the amount of the claim);
(b) LEGOLAND may, at its sole option, either:
(i) elect to retain control of the defense and settlement of the claim; or
(ii) require the Supplier to assume control of the defense and settlement of the claim;
(c) Where LEGOLAND elects to retain control of the defence and settlement of the claim pursuant to Article 7.2(b)(i):
(i) LEGOLAND may defend and/or settle the claim in such manner as LEGOLAND may deem appropriate, at the cost and expense of Supplier, including payment of any settlement, judgment or award and the costs of defending or settling the claim, and the Supplier will promptly reimburse LEGOLAND upon demand for all losses suffered or incurred by LEGOLAND as a result of or in connection with the claim; and
(ii) The Supplier will give, at its own expense, all reasonable assistance requested by LEGOLAND in connection with the defense and settlement of the claim;
(d) Where LEGOLAND requires the supplier to assume control of the of the defense and settlement of the claim pursuant to Article 7.2(b)(ii):
(i) the Supplier shall, at LEGOLAND’s option, assume control of the defense and settlement of the claim, and will, at its own expense, defend the claim and have control of the conduct of the defense and settlement of the claim, provided however that LEGOLAND will have the right to approve the terms of any settlement (such approval not to be unreasonably withheld or delayed); and
(ii) LEGOLAND will give, at the Supplier’s request and cost, all reasonable assistance in connection with the defense and settlement of the claim.
7.3 This Article 7 shall survive termination of individual agreements of which these Conditions form.
8 DELIVERY
8.1 The Supplier acknowledges that the time and date specified in the Order for performance of the Supplier's obligations under these Conditions is of the essence.
8.2 Without prejudice to any other rights or remedies that LEGOLAND may have for failure by the Supplier to Supply the Goods and/or Services in accordance with Article 8.1, where a late delivery deduction or payment is stated in the Order, LEGOLAND may, at its option, without prejudice to Article 14, proceed with individual agreements of which these Conditions form part and/or the Order but deduct from the price payable for the Goods and/or Services by way of partial compensation for the Supplier's failure to comply with the Delivery Date such amount as may be stated in the Order as a late delivery decution or payment.
8.3 LEGOLAND only accepts responsibility for such quantities of Goods and/or level of Services as are specifically set out in the Order.
8.4 If LEGOLAND terminates individual agreements of which these Conditions form part pursuant to a failure by the Supplier to Supply the Goods and/or Services in accordance with Article 8.1, then LEGOLAND shall pay to the Supplier only such sum as is due in respect of Goods and/or Services which have been delivered to and accepted by LEGOLAND and shall not be liable for any work in progress at the time of the termination or for any loss to the Supplier arising out of such termination.
8.5 The Supplier will adhere to the stipulations set out in the Delivery Requirements.
8.6 If LEGOLAND signs any delivery note or other documentation presented for signature in connection with the delivery of the Goods, this is only evidence of the number of packages received. It is not evidence that the correct quantity or number of Goods has been delivered or that those delivered are undamaged and in accordance with the requirements of these Conditions.
9 PRICE
9.1 The prices payable for Goods and/or Services ordered by LEGOLAND shall be the prices listed in Schedule 1 (when a quotation/specification is requested by LEGOLAND) or specified in the Order.
9.2 If no price has been specified pursuant to Article 9.1, then the Supplier shall notify LEGOLAND of the price of the Goods and/or Services specified in the Order. A contract will come into force only when LEGOLAND has confirmed in Writing its agreement to the price stated pursuant to Article 9.2.
9.3 No variation in price will be accepted unless agreed by LEGOLAND in Writing.
9.4 Where Goods and/or Services are subject to value added tax the amount legally demandable is to be rendered as a separate item of account.
9.5 Unless otherwise stated, the price of the Goods and/or Services shall be inclusive of all charges for packaging, packing, shipping, carriage, insurance and Delivery and any duties, impost or levies other than value added tax.
9.6 LEGOLAND reserves the right to withhold, deduct or set-off from any moneys due or becoming due to the Supplier any moneys due or claimed by LEGOLAND to be due from the Supplier to LEGOLAND whether in respect of the Goods and/or Services supplied pursuant to the Order or otherwise.
10 PAYMENT
10.1 Unless otherwise provided in laws and regulations or agreed in Writing by LEGOLAND, payment shall be made within 45 days after the receipt by LEGOLAND of the Supplier's invoice. Provided, however, if the transaction between LEGOLAND and the Supplier falls under the subcontracting transaction stipulated in the Act against Delay in Payment of Subcotract Proceeds, etc. to subcontracters, payment shall be conducted within 60 days from the date when LEGODLAND receives the Goods or the Services.
10.2 Invoices must be addressed to the person and address stated in the Order or as otherwise notified by LEGOLAND from time to time and must quote the Supplier's advice number and the Attraction's Order number. Failure by the Supplier to comply with Article 10.2 shall result in rejection of the Supplier's invoice.
10.3 One invoice shall be rendered for each Order save where Goods or Services are delivered on more than one Delivery Date when an invoice shall be rendered for each Delivery.
10.4 Without prejudice to LEGOLAND's rights in relation to defective, rejected or returned Goods and/or Services herein:
(a) any query or dispute with regard to the amount paid in relation to an invoice which has not been resolved to the satisfaction of the Supplier must be notified in Writing by the Supplier to the Purchase Ledger Department of the Attraction within 90 days of date of the invoice in respect of which the dispute relates in default of which the Supplier will be deemed to have irrevocably accepted the amount of such payment by LEGOLAND as full and final settlement of such invoice; and
(b) any query or dispute with regard to any deduction made by LEGOLAND by way of set-off or otherwise which has not been resolved to the satisfaction of the Supplier must be notified in Writing by the Supplier to the Purchase Ledger Department of the Attraction within 90 days of date of the invoice in respect of which the dispute relates in default of which the Supplier will be deemed to have irrevocably accepted the amount of such payment, set-off or deduction by LEGOLAND.
11 INSPECTION AND REVIEWS
11.1 LEGOLAND shall be allowed to inspect and test the Goods and/or Services and any material to be used in the manufacture of the Goods during any stage of manufacture and/or in the Supply of the Services if LEGOLAND so requires. If, as a result of inspection or testing, LEGOLAND is not satisfied that the Goods and/or Services will comply in all respects with the Order and LEGOLAND so informs the Supplier within 7 days of inspection or testing, the Supplier shall take such steps as are necessary to ensure compliance.
11.2 Such inspection described in Article 11.1 shall not absolve the Supplier from responsibility or liability nor imply acceptance of the Goods and/or Services by LEGOLAND.
11.3 The Supplier shall meet authorised representatives of LEGOLAND at such times and at such places as LEGOLAND may require on not less than 3 days' notice to the Supplier to:
(a) review trading performance;
(b) discuss possibilities for improving sales of the Goods and/or provision of the Services; and
(c) supply such information to LEGOLAND as LEGOLAND shall reasonably require.
12 RISK AND PROPERTY
12.1 Risk of damage to or loss of the Goods shall pass to LEGOLAND upon Delivery. Loss of, or damage to, the Goods prior to Delivery is at the risk of the Supplier.
12.2 The title to and property in the Goods shall pass to LEGOLAND upon the earlier of payment or Delivery.
12.3 If payment for the Goods is made prior to Delivery the Supplier undertakes that:
(a) it is in possession of the Goods as bailee for LEGOLAND until such time as they are delivered to the Attraction under the terms of these Conditions;
(b) it will store the Goods separately from its own goods and/or all other goods of any third party and in such a manner which makes them readily identifiable as LEGOLAND's Goods;
(c) it will maintain the Goods in satisfactory condition insured on LEGOLAND's behalf for their full price against all risks to the reasonable satisfaction of LEGOLAND. The policy or policies of insurance referred to in Article 12.3(c) shall be shown to LEGOLAND on request together with satisfactory evidence of payment of the premium or premiums;
(d) it grants LEGOLAND, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be (or may have been) designed, manufactured or stored in order to inspect them or to recover them; and
(e) the entire proceeds of such Goods or the insurance policy referred to in this Article 12.3(c)shall be held on trust for LEGOLAND and shall not be mixed with any other money nor paid into any overdrawn bank account and shall at all times be identifiable as LEGOLAND’s money.
12.4 The Supplier shall hold all LEGOLAND Materials in safe custody at its own risk, maintain the LEGOLAND Materials in good condition until returned to LEGOLAND, and not dispose or use the LEGOLAND Materials other than in accordance with LEGOLAND’s written instructions or authorisation.
13 SALE OR RETURN
13.1 Where it has been agreed by the parties in Writing that the Goods are to be supplied on a "sale or return" basis, LEGOLAND shall be entitled in its absolute discretion to return any unopened Goods to the Supplier at the Supplier's risk and expense:
(a) within 21 days of the last day on which the Attraction is open to the public in any one year;
(b) at a date to be agreed between the parties in Writing; or
(c) notwithstanding Article 13.1(a), by 31st December of the calendar year in which the Goods were supplied (in any year) provided that if those Goods are perishable Goods, they are within the "use by" or "best before" date as indicated on the packaging.
13.2 If payment for the Goods has already been made, the Supplier shall refund the total amount paid in respect of the returned Goods within 28 days of LEGOLAND returning the Goods to the Supplier.
13.3 Without prejudice to any other provision of these Conditions, the Supplier undertakes to LEGOLAND that if any Goods obtained, supplied or procured by the Supplier are either:
(a) returned by a customer of LEGOLAND; or
(b) rejected by LEGOLAND in accordance with individual agreemnts of which these Conditions form part and returned by LEGOLAND to the Supplier,
then the Supplier further undertakes not to convey title in any such Goods to a third party without having previously removed all marks associated with LEGOLAND and/or the Attraction and provided LEGOLAND with a full refund.
14 BREACH AND REMEDIES
14.1 Without prejudice to any other right or remedy which LEGOLAND may have, if any Goods and/or Services are not supplied in accordance with, or the Supplier fails to comply with, any of the terms of these Conditions, LEGOLAND shall be entitled to avail itself of any one or more of the following remedies at its discretion, whether or not any part of the Goods and/or Services have been accepted by LEGOLAND:
(a) in the case of a failure by the Supplier to Supply the Goods and/or Services in accordance with Article 8.1 to forthwith terminate the individual agreements of which these Conditions part or any part of it by giving written notice to the Supplier at any time from the Delivery Date until Delivery of the Goods and/or provision of the Services;
(b) to reject the Goods and/or Services (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier;
(c) at LEGOLAND's option, to give the Supplier the opportunity at the Supplier's expense either to remedy any defect in the Goods and/or Services or to Supply replacement Goods and/or Services and carry out any other necessary work to ensure that the terms of these Conditions are fulfilled;
(d) to refuse to accept any further provision of the Goods and/or Services but without any liability to the Supplier;
(e) if Supplier refuses to carry out 14.1(c), to carry out at the Supplier’s expense any work necessary to make the Goods and/or Services comply with the Order;
(f) to receive a full refund for any Goods and/or Services returned to the Supplier, such refund to be paid forthwith by the Supplier; and
(g) to claim such damages as may have been sustained in consequence of the Supplier's breach or breaches of these Conditions.
15 TERMINATION
15.1 LEGOLAND may terminate individual agreements of which these Conditions part at its option in whole or in part without cause on giving the Supplier seven days’ written notice. In this event, LEGOLAND will pay the Supplier any costs necessary and reasonably incurred by the Supplier in the performance of the individual agreements of which these Conditions part up until the time of termination which it cannot recover by other means, such as re-using or re-selling parts of the Goods or Deliverables, provided that the Supplier can demonstrate that it has used all reasonable endeavours to minimise these costs. LEGOLAND shall have no further liability to the Supplier and, without limitation of the foregoing, LEGOLAND will not be liable to the Supplier for any indirect, special or consequential loss, or any loss of revenue or loss of profits, as a result of such termination.
15.2 LEGOLAND shall have the right at any time by giving notice in Writing to the Supplier to terminate the individual agreements of which these Conditions part if:
(a) the Supplier commits a material or rebeated breach of any of individual agreements of which these Conditions part which is irremediable or (if such breach is remediable) fails to remedey that breach within a period of 3 working days fater being notified to so do;
(b) any distress, execution or other process is levied upon any of the assets of the Supplier;
(c) the Supplier has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Supplier or its directors or by a qualifying floating charge holder, or a resolution is passed or a petition presented to any court for winding up of the Supplier or for the granting of an administration order in respect of the Supplier or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier;
(d) the Supplier ceases or threatens to cease or LEGOLAND has reason to believe that the Supplier shall cease to carry on its business;
(e) the financial position of the Supplier deteriorates to such an extent that in the opinion of LEGOLAND the capability of the Supplier adequately to fulfil its obligations under these Conditions has been placed in jeopardy and the Supplier shall notify LEGOLAND immediately of any such financial deterioration that may affect the Supplier’s performance under these Conditions:
(f) there is a Force Majeure Event as set out in Article 25.4
(g) the Supplier undergoes a Change of Control; or
(h) the Supplier does or causes anything to be done which, in LEGOLAND’s absolute opinion, brings or may bring the reputation of LEGOLAND or any member of the Merlin Group or Attractions into disrepute.
15.3 If LEGOLAND terminates individual agreements of which these Conditions part pursuant to Articles 14.1(a) or 15.2, then LEGOLAND shall pay to the Supplier only such sum as is due in respect of the Goods and/or Services which have been supplied to and accepted by LEGOLAND and shall not be liable for any work in progress at the time of the termination or for any loss to the Supplier including any indirect, special or consequential loss, or any loss of revenue or loss of profits, as a result of such termination.
15.4 The termination of the individual agreements of which these Conditions part, however arising, will be without prejudice to the rights and duties of LEGOLAND and the Supplier accrued prior to termination. The individual agreements of which these Conditions part which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
15.5 On termination of the individual agreements of which these Conditions part for any reason, the Supplier shall immediately deliver to LEGOLAND all Deliverables whether or not then complete, and return all LEGOLAND Materials. If the Supplier fails to do so, then LEGOLAND may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purposes not connected with these Conditions.
16 ASSIGNMENT
16.1 The Supplier shall not assign, license, transfer, sub-let or otherwise sub-contract its rights and/or obligations under the individual agreements of which these Conditions partor any part thereof (including, without limitation, any part of any Order) without the prior written agreement of LEGOLAND.
16.2 LEGOLAND may assign, license, transfer, sub-let, novate or otherwise sub-contract its rights and/or obligations under individual agreements of which these Conditions part or any part thereof (including, without limitation any part of any Order) to any person without having to notify or seek consent from the Supplier, and the Supplier will, upon written request by LEGOLAND, enter into such further documentation as may reasonably be required to give effect to such assignment, licence, sub-let, sub-contract, novation or other transfer.
17 WAIVER
17.1 LEGOLAND may at any time by notice in Writing to the Supplier waive, either wholly or in part and to the extent to which it confers rights upon LEGOLAND, any provision in the Order or these Conditions.
17.2 No waiver by LEGOLAND of any breach of any provision in the Order or these Conditions by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision and LEGOLAND shall not be prejudiced by any forbearance or indulgence granted by it to the Supplier.
18 NOTICES
18.1 Any notice required or permitted to be given by either party to the other under the Order or these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
19 SEVERABILITY
19.1 If any provision of these Conditions would to any extent be void, unenforceable or otherwise illegal in whole or in part under the relevant applicable law, such provision shall be deemed to be deleted to that extent. The validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
20 LAW AND DISPUTE RESOLUTION
20.1 The Order and individual agreements of which these Conditions part in relation to the Order shall be governed by the laws of Japan.
20.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the Nagoya District Court any claim or matter arising under or in connection with such Order and individual agreements of which these Conditions part as they relate to such Order.
21 CONFIDENTIALITY
21.1 Other than information which is in the public domain otherwise than as a result of a breach hereof, the Supplier shall at all times keep confidential (and shall procure that its employees, agents and sub-contractors shall keep confidential) all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to or acquired by the Supplier, its employees, agents or subcontractors, and any other confidential information concerning LEGOLAND’s business affairs, its products and services which the receiving party may obtain. The Supplier shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging its obligations under these Conditions, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this Article 21.1 as though they were a party to individual agreements of which these Conditions part. The Supplier may also disclose such of LEGOLAND’s confidential information as is required to be disclosed by law, any government or regulatory authority or by a court of competent jurisdiction or as expressly agreed in Writing by LEGOLAND.
21.2 The parties agree that damages may not be an adequate remedy for any breach or threatened breach of this Article 21 and that LEGOLAND shall be entitled to apply for a court order to enforce compliance with this Article or to stop any breach of it, actual or threatened.
21.3 This Article 21 shall survive termination of individual agreements of which these Conditions part.
22 INSURANCE
22.1 The Supplier shall have in force and shall require any sub-contractor to have in force for so long as the Supplier supplies Goods and/or Services to LEGOLAND and for a period that the liabilities remain:
(a) employer's liability insurance in accordance with any legal requirements for the time being in force; and
(b) public liability insurance, professional indemnity insurance and product liability insurance covering all liabilites in relation to Goods and/or Services which are the subject of the Order and these Conditions reasonably satisfactory to LEGOLAND.
22.2 The policy or policies of insurance referred to in Article 22 shall be purchased from a reputable insurer reasonably satisfactory to LEGOLAND, shall be on an occurrence basis and shall be shown to LEGOLAND on request together with satisfactory evidence of payment of the premium or premiums.
23 REPRESENTATIONS
23.1 The Supplier accepts and acknowledges that, in entering into the individual agreements of which these Conditions part, LEGOLAND has relied on information and representations made by the Supplier, including information or specifications provided by or on behalf of the Supplier in connection with the provision of the Goods and/or Services prior to the date of the Order whether in proposals, responses to any invitation to tender, details provided in any contractor selection and approval document or otherwise, and the Supplier warrants and represents that all such information is true, accurate and complete in all respects.
24 ENTIRE AGREEMENT
24.1 These Conditions and the documents referred to in them, constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of these Conditions.
24.2 The Supplier acknowledges that in entering into these Conditions, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding or undertaking (whether negligently or innocently made) of any LEGOLAND representative other than as expressly set out in individual agreements of which these Conditions part.
24.3 The Supplier shall not be entitled to the remedies of rescission or damages for misrepresentation arising out of, or in connection with, any agreement, warranty, statement, representation, understanding or undertaking whether or not it is set out in these Conditions.
24.4 Nothing in Article 24 of these Conditions shall, however, operate to limit or exclude any liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that the same may not lawfully be excluded.
25 FORCE MAJEURE
25.1 Subject to the exceptions set out in Article 25.4 and 25.5, and compliance with Article 25.2 and 25.3, neither party shall be liable to the other for delay or non-performance of its obligations under these Conditions for as long as (and only to the extent that) this is due to a Force Majeure Event.
25.2 Where a party is delayed or prevented from performing its obligations under these Conditions by a Force Majeure Event that party shall notify the other as soon as reasonably possible (and in any event, within 5 working days) with details of the Force Majeure Event, its effect on the relevant obligations and its estimated duration. The affected party shall use best endeavours to mitigate the effect of the Force Majeure Event upon the performance of its obligations under these Conditions, and continue to perform its obligations.
25.3 Subject to Condition 22.4, as soon as reasonably possible following the end of the Force Majeure Event, the affected party shall notify the other and these Conditions shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event, unless agreed otherwise by the parties.
25.4 If any Force Majeure Event prevents the Supplier from fulfilling its obligations under these Conditions for a continuous period of more than seven days or an aggregate period of more than 14 days in a two month period LEGOLAND may terminate these Conditions in accordance with Condition 15.2.(f). If the suspension comes to an end during the termination notice period, the notice of termination shall immediately be extinguished and ineffective and these Conditions shall continue as if the notice of termination had not been served.
25.5 The Supplier shall not be relieved from liability where the Supplier's inability to perform its obligations under these Conditions is attributable to the Supplier's failure to comply with its business continuity plan.
26 NO PARTNERSHIP
26.1 Nothing contained in individual agreements of which these Conditions part shall or shall be deemed to constitute a partnership or a contract of employment between the parties
27 PAYMENT CARD INDUSTRY DATA SECURITY STANDARD
27.1 To the extent that the Payment Card Industry Data Security Standard ("PCI DSS") is applicable to the Goods and/or Services to be provided under these Conditions, the following provisions shall apply.
27.2 LEGOLAND requires that all its suppliers be, and remain, certified under the PCI DSS if required to be so. By entering into individual agreements of which these Conditions part, the Supplier acknowledges and confirms that it understands its PCI DSS responsibilities, is compliant with the current version of the PCI DSS and will use its best endeavours to remain compliant throughout the term of individual agreements of which these Conditions part. Compliance with this Article 27 of these Conditions is material to individual agreements of which these Conditions part.
27.3 The Supplier warrants and represents that it (and its agents, sub-contractors, connected or associated persons or any person with whom it contracts in connection with the Supply of any Goods and Services) is not involved in, will not become involved in and will ensure that each of its staff, agents, sub-contractors, consultants, connected or associated persons will not engage in or in any way support or facilitate any act, omission or other behaviour which could be considered to constitute payment card fraud, payment card data misuse, identity theft or any other criminal offence or legislation in any jurisdiction relating to payment card fraud or identity theft.
27.4 The Supplier hereby acknowledges and accepts that LEGOLAND has a continuing obligation under the PCI DSS to periodically demonstrate its compliance with the PCI DSS, which will require an assessment of all the system components used to process, store or transmit relevant data and any other component that resides on the same network segment, some of which are the responsibility of the Supplier under these Conditions. Accordingly, it is further agreed:
(a) that the Supplier will create and maintain detailed, complete and accurate documentation describing the systems, processes, network segments, security controls and dataflow used to receive, transmit, store and secure the relevant data, in accordance with the PCI DSS; and
(b) that LEGOLAND has the right to:
(i) request the Supplier to provide a current attestation of compliance from a Payment Card Industry Qualified Security Assessor ("QSA"); or
(ii) if the Supplier cannot comply with (i) above, allow LEGOLAND’s QSA to assess all the system components mentioned above that are hosted or managed by the Supplier, as well as the related processes and documentation, in order to satisfy itself of the Supplier’s continuing compliance with the PCI DSS.
For the avoidance of doubt, each party shall bear its own costs in relation to compliance with individual agreements of which these Conditions part.
27.5 In the event that there is any reasonable risk that the above representations have been, are, or may become, untrue at any time, the Supplier will promptly notify LEGOLAND thereof and take such steps as LEGOLAND may reasonably require in order to rectify or deal with the situation.
27.6 The Supplier will indemnify LEGOLAND in respect of fines, reasonable and proper legal and consultancy costs and other reasonably foreseeable losses that LEGOLAND may incur as a result of a breach by the Supplier of the PCI DSS and/or this Article 27.
28 DATA PROTECTION
28.1 For the purpose of this Article, the words "Controller", "Personal Data" and "Process" shall have the meanings assigned in the Data Protection Laws (or where not defined in applicable Data Protection Laws, shall have the meaning as in UK Data Protection Laws).
28.2 Subject to ensuring compliance with all applicable Data Protection Laws, each party may Process business contact information relating to personnel of the other (for example name, business telephone number, job title and business email address) for the purpose of carrying out its obligations under these Conditions and to manage the general relationship between the Supplier and LEGOLAND (which for clarity, shall not permit the Supplier to carry out automated individual decision-making, including profiling nor marketing activities). For those purposes, each party deems that it is acting as an independent Controller and shall at all times, ensure compliance with Data Protection Laws required of a Controller.
29 MERLIN ETHICAL DEALING PRINCIPLES
29.1 The Supplier shall comply with the provisions of Schedule 3 (Merlin Ethical Dealing Principles) of these Conditions.
29.2 The Supplier shall notify LEGOLAND as soon as it becomes aware of any breach or potential breach of any provision of Merlin’s Ethical Dealing Principles committed by it or its Associated Persons without delay and shall provide all relevant details .
29.3 The Supplier consents to LEGOLAND (or any person authorised by LEGOLAND) to conduct any investigation or audit which LEGOLAND, acting reasonably, considers to be necessary or desirable in order to assess a breach or potential breach notified to LEGOLAND of, or to ensure compliance by the Supplier with any provision of the Merlin Ethical Dealing Principles, including, without limitation, access to the premises of the Supplier. The Supplier will and shall procure that its Associated Persons will, co-operate and provide such assistance to LEGOLAND in connection with such investigation or audit as LEGOLAND may reasonable request.
29.4 If LEGOLAND reasonably considers that the provisions of Article 29.3 require access to the premises of the Supplier, LEGOLAND shall use reasonable endeavours to provide reasonable notice to the Supplier unless to do so would, in LEGOLAND’s reasonable opinion, be likely to materially adversely affect the effectiveness of such access
29.5 Following an investigation or audit, the Supplier shall take such steps as LEGOLAND may reasonably require in order to rectify or deal with any breach or potential breach of any provision of Merlin's Ethical Dealing Principles.
30 EXCLUSION OF ANTI-SOCIAL FORCES
30.1 In these Conditions:
"Anti-Social Conduct" means:
(a) a demand and conduct with force and arms;
(b) an unreasonable demand and conduct having no legal cause;
(c) threatening or committing violent behaviour relating to its business transactions;
(d) an action to defame the reputation or interfere with the business of Merlin Group by spreading rumour, using fraudulent means or resorting to force; or
(e) other actions similar or analogous to any of the foregoing in any jurisdiction.
"Anti-Social Group" means:
(a) an organized crime group (as defined in the Act on Prevention of Unjust Acts by Organized Gang Members (Law No. 77 of 1991, as amended) of Japan);
(b) a member of an organized crime group;
(c) a person who used to be a member of an organized crime group but has only ceased to be a member of an organized crime group for a period of less than 5 years;
(d) quasi-member of an organized crime group (bouryokudan jun-kosei-in);
(e) a related or associated company of an organized crime group;
(f) a corporate racketeer or blackmailer advocating social cause or a special intelligence organized crime group; or
(g) a member of any other criminal force similar or analogous to any of the foregoing in any jurisdiction.
"Anti-Social Relationship" means in relation to a person:
(a) an Anti-Social Group controls its management;
(b) an Anti-Social Group is substantively involved in its management;
(c) it has entered into arrangements with an Anti-Social Group for the purpose of, or which have the effect of, unfairly benefiting itself or a third party or prejudicing a third party;
(d) it is involved in the provision of funds or other benefits to an Anti-Social Group; or
(e) any of its directors or any other person who is substantively involved in its management has a socially objectionable relationship with an Anti-Social Group.
30.2 The Supplier shall ensure that it shall not be classified as an Anti-Social Group, has any Anti-Social Relationship or engage in any Anti-Social Conduct, whether directly or indirectly through a third party.
30.3 In the case of the violation of Article 30.2 by the Supplier, LEGOLAND may terminate individual agreements of which these Conditions part, without any prior notice, only by giving written notice to the Supplier.
30.4 The Supplier shall compensate LEGOLAND for any damages. The Supplier may not claim LEGOLAND for any damages caused by the termination of individual agreements of which these Conditions part in accordance with this Article, and LEGOLAND is not required to compensate such damages.
31 PRESS AND PUBLIC ANNOUNCEMENTS
31.1 The Supplier acknowledges that in order to protect its reputation and goodwill, it is of critical importance for LEGOLAND to manage any press or public announcements relating to LEGOLAND’s business and/or operations. Accordingly, the Supplier agrees that:
(a) The Supplier will notify the General Manager of the Attraction with which such Supplier is principally dealing (or, if such person is not available, the most senior LEGOLAND contact that the Supplier is reasonably able to contact) (the "LEGOLAND Contact") immediately in the event of:
(i) any incident which involves or might have involved a risk to the health and safety of any person in any way connected with any member of the Merlin Group, its customers, staff or assets; and/or
(ii) any incident which could reasonably be expected to have a negative impact on the reputation or goodwill of any member of the Merlin Group or of any of its attractions;
(b) The Supplier will make no statement or comment to the press, public or any other person (other than to the LEGOLAND Contact) in connection with any incident or potential incident of a type described above and will refer all requests for such statement or comment to the LEGOLAND Contact; and
(c) The Supplier will promptly provide all support and assistance reasonably requested by LEGOLAND in connection with any such incident or potential incident.
31.2 Nothing in this Article 31 shall prevent the Supplier from making any announcement required by law or where required by a government or regulatory authority or by a court of competent jurisdiction to which it is subject. To the extent permitted by law in such circumstances, the Supplier shall notify LEGOLAND as soon as reasonably practicable and consult with LEGOLAND as to the format and content of the announcement to be made.
32 LANGUAGE
32.1 These Conditions have been prepared in English and in the event of any contraction or discrepancy between the English version of these Conditions and any translation, the English language text of these Conditions shall prevail over any translations thereof.
33 COMPLIANCE WITH LAWS AND POLICIES
33.1 In performing its obligations under these Conditions, the Supplier shall comply with the Applicable Laws (and the Supplier will inform LEGOLAND as soon as it becomes aware of any changes in those Applicable Laws) and the Mandatory Policies.
SCHEDULE 1 - PRICE LIST
SCHEDULE 2 - DELIVERY REQUIREMENTS
SCHEDULE 3 – MERLIN ETHICAL DEALING PRINCIPLES
1. BACKGROUND
1.1 At LEGOLAND, we take great care in selecting the organisations that supply us directly with any products and services, as well as those with which we partner in any other forms of commercial or collaborative venture including, for example, Intellectual Property (IP) partners, trade partners, promotors, sponsors, film producers, landlords and joint venture / franchise partners. Our Ethical Dealing Principles set out how we expect our partners and suppliers to share and uphold our values relating to business integrity, people, children and the environment. We are proud to partner with market-leading owners of IP who likewise expect LEGOLAND, together with our suppliers and other partners, to share and uphold these values. We aim to be a force for good wherever we operate in the world, going above and beyond what is expected of us as a good corporate citizen. We are committed to working only with partners and suppliers who are aligned to these same values.
1.2 Without prejudice to any of the other terms of the Conditions, it is a fundamental term of any contract or relationship between LEGOLAND and the Supplier that the Supplier at all times complies with Merlin’s Ethical Dealing Principles (as defined below). Breach of our Ethical Dealing Principles shall constitute a material breach of these Conditions.
1.3 The following additional definitions shall apply to this Schedule:
"Merlin’s Ethical Dealing Principles" means the Ethical Dealing Principles of the Merlin Group as set out in this Schedule (as amended from time to time).
"Associated Person" is any person or entity associated with the Supplier in connection with these Conditions, or performing services for or on behalf of the Supplier in connection with these Conditions.
"Inappropriate Person" is any person or entity:
(a) where one third or more of its revenue is derived from the manufacture and sale of armaments and/or pornographic material; or
(b) any person or entity currently engaged in:
(i) the exploitation of child labour; or
(ii) the use of forced labour; or
(iii) violations of human rights; or
(iv) breaches of the international conventions listed in paragraph 2.2 of this Schedule 3; or
(v) violation of animal welfare rights or laws; or
(vi) breach of any environmental laws
and which, in the case of (iv) and (v), are, in LEGOLAND’s reasonable opinion, materially adverse to the reputation of any member of the Merlin Group; or
(c) which LEGOLAND, acting reasonably, notifies to the Supplier in Writing that it considers might bring any member of the Merlin Group into disrepute or would be inconsistent with the values and principles of any member of the Merlin Group; or
(d) whose association with LEGOLAND may, in the reasonable opinion of LEGOLAND, in any way, depreciate, tarnish, jeopardise or otherwise prejudice the goodwill and reputation associated with any member of the Merlin Group or otherwise adversely affect the reputation and image of any member of the Merlin Group or bring them into disrepute or disregard anywhere in the world.
2. Ethical Dealing Principles
2.1 The Supplier represents and warrants that neither it nor its Associated Persons is an Inappropriate Person.
2.2 The Supplier shall, and shall procure that its Associated Persons, comply with the following:
(a) fundamental International Labour Organisation conventions:
(i) Forced labour (C29);
(ii) Freedom of Association and Protection of the Right to Organise (C87);
(iii) Right to Organise and Collective Bargaining (C98);
(iv) Equal Remuneration (C100);
(v) Abolition of Forced Labour (C105);
(vi) Discrimination (Employment and Occupation) (C111);
(vii) Minimum Age (C138); and
(viii) Worst Forms of Child Labour (C182),
each as may be amended by protocol from time to time,
(b) International and European treaties and internationally recognised human rights standards:
(i) Universal Declaration of Human Rights;
(ii) International Covenant on Civil and Political Rights;
(iii) International Covenant on Economic, Social and Cultural Rights;
(iv) United Nations Convention on the Rights of the Child;
(v) UN Guiding Principles on Business and Human Rights;
(vi) (as applicable) OECD Guidelines for Multinational Enterprises on Responsible Business Conduct;
(vii) the European Convention on Human Rights and Fundamental Freedoms (CETS 005);
(viii) the European Convention on Action Against Trafficking in Human Beings (CETS 197); and
(ix) the European Money Laundering Convention on Laundering, Search, Seizure and Confiscation of the Proceeds from Crime and on the Financing of Terrorism (CETS 198),
each as may be amended by protocol from time to time; and
(c) the following Merlin codes of conduct and policies:
(i) the Merlin Retail Merchandise Code of Conduct; and
(ii) the Merlin Human Rights and Modern Slavery Policy,
each as may be amended by LEGOLAND from time to time.
The conventions referred to in paragraphs 2.2(a)(i) to 2.2(a)(viii) are adopted by the International Labour Organisation and can be viewed at http://ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12000:0::NO.
The UN instruments referred to at paragraphs 2.2(b)(i) to 2.2(b)(iv) can be viewed at International Bill of Human Rights | OHCHR and https://www.unicef.org.uk/wp-content/uploads/2016/08/unicef-convention-rights-child-uncrc.pdf; the UN Guiding Principles on Business and Human Rights referred to at paragraph 2.2(b)(v) can be viewed at: guidingprinciplesbusinesshr_en.pdf (ohchr.org); and the OECD Guidelines for Multinational Enterprises referred to at paragraph 2.2(b)(vi) can be viewed at OECD Guidelines for Multinational Enterprises on Responsible Business Conduct | OECD iLibrary (oecd-ilibrary.org).
The treaties referred to in paragraphs 2.2(b)(vii) to 2.2(b)(ix) are adopted by the Council of Europe and can be viewed at http://www.coe.int/en/web/conventions/full-list.
The Merlin codes of conduct and policies referred to in paragraphs 2.2(c)(i) to 2.2(c)(ii) can be viewed upon request.
Anti-Bribery and Corruption
2.3 The Supplier represents and warrants that:
(a) neither it nor its Associated Persons is involved in, nor will it become involved in, and will ensure that its Associated Persons not engage in or in any way support or facilitate, any act, omission or other behaviour which could be considered to constitute bribery or other criminal offence under the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 (as amended) or any other Applicable Laws relating to bribery, corruption or fraud (all together "ABC Laws");
(b) it and its Associated Persons shall have in place and enforce while these Conditions apply, adequate policies and procedures to ensure proper compliance with ABC Laws;
(c) it shall, and shall procure that its Associated Persons shall, maintain and provide detailed, accurate and up-to-date records showing all payments made to third parties in connection with its activities under these Conditions;
(d) it shall, and shall procure that its Associated Persons shall, report to LEGOLAND any material request or demand for any undue or unlawful payment or other advantage of any kind received in connection with the performance of these Conditions without delay;
(e) so far as it is aware, neither it nor its Associated Persons:
(i) has been convicted of any offence involving bribery, corruption, fraud or dishonesty;
(ii) has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under ABC Laws; or
(iii) has been or is listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts.
(f) so far as it is aware, none of its Associated Persons is a public official who has any decision making powers or authority in connection with the products, services or partnership being provided under these Conditions;
(g) so far as it is aware, none of its Associated Persons has a family relationship with any public official in the jurisdictions in which business will be conducted pursuant to these Conditions who has any decision making powers or authority in connection with the products, services and/or partnership being provided under these Conditions, except as disclosed to, and agreed to in writing by LEGOLAND; and
(h) no public official owns a direct or indirect interest in it or, having made reasonable enquiries, so far as it is aware, none of its Associated Persons or public official has any legal or beneficial interest in any payments made under these Conditions.
Anti-Facilitation of Tax Evasion
2.4 The Supplier represents and warrants that neither it nor its Associated Persons is involved in, nor will it become involved in and will ensure that each of its Associated Persons will not engage in or in any way support or facilitate any act, omission or other behaviour which could be considered to constitute tax evasion or facilitation of tax evasion under the UK Criminal Finances Act 2017 or any other Applicable Laws relating to tax evasion or facilitation of tax evasion.
Trade and Sanctions
2.5 The Supplier represents and warrants that it complies with all Applicable Laws relating to financial sanctions, trade restrictions, export controls and embargoes, applicable to LEGOLAND and the Supplier, including but not limited to laws and regulations imposed by the governments, agencies and authorities of the United Kingdom and the United Nations, and applicable laws and regulations imposed by the European Union, and the United States, and any wider applicable local law sanctions restrictions. The Supplier further represents and warrants that none of its shareholders, officers or employees or to the best of its knowledge, having made reasonable enquiries, any of its Associated Persons is a designated target of asset freezing or blocking measures under international sanctions laws, or is majority owned, or controlled, directly or indirectly by such a party or parties (alone, in aggregate or acting jointly), including but not limited to laws and regulations imposed by the governments, agencies and authorities of the United Kingdom, the European Union, the United States, the United Nations, and any wider applicable local law sanctions restrictions.
Anti-Money Laundering
2.6 The Supplier represents and warrants that it complies with all Applicable Laws relating to money laundering, including but not limited to the UK Proceeds of Crime Act 2002.
Conflicts of Interest
2.7 The Supplier represents and warrants that neither it nor its Associated Persons has a perceived, potential or actual conflict of interest in connection with the supply of the Services to LEGOLAND.
Human Rights and Modern Slavery
2.8 The Supplier represents and warrants that it complies with all Applicable Laws relating to the upholding of human rights and the elimination of slavery and human trafficking, including but not limited to those human rights as enshrined in international law and recognised human rights standards referred to in paragraphs 2.2(b) above, as well as the UK Modern Slavery Act 2015 (as amended), Australian Modern Slavery Act 2018, German Supply Chain Due Diligence Act 2023 and Californian Transparency in Supply Chains Act 2010. In addition, neither it nor its Associated Persons has been convicted of any offence involving or in connection with human rights violations, slavery or human trafficking or has been or is the subject of investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with human rights violations, slavery or human trafficking. The Supplier further represents and warrants that it has implemented and will continue to implement adequate due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains. The Supplier shall ensure that LEGOLAND is provided with access to the Supplier's UK Modern Slavery Act 2015 statement (should it be required to publish one), as amended and updated from year to year.
Environmental Impact
2.9 The Supplier represents and warrants that it and its Associated Persons:
(a) support a precautionary approach to environmental challenges, as described by Principle 7 of the UN Global Compact;
(b) undertake initiatives to promote greater environmental responsibility, as described by Principle 8 of the UN Global Compact; and
(c) encourage the development and diffusion of environmentally friendly technologies, as described Principle 9 of the UN Global Compact.
The Principles referred to in paragraphs 2.9(a) to 2.9(c) can be viewed at https://www.unglobalcompact.org/what-is-gc/mission/principles.
General
2.10 The Supplier shall take such steps as are necessary to ascertain that its Associated Persons comply with Merlin’s Ethical Dealing Principles.
2.11 The Supplier represents and warrants that it has, and shall procure that its Associated Persons have, in place and shall enforce while these Conditions apply, the duration of these Conditions adequate policies and procedures to ensure proper compliance with Merlin's Ethical Dealing Principles.
2.12 The Supplier shall promptly notify LEGOLAND if, at any time during the Term, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in Merlin’s Ethical Dealing Principles at the relevant time.
