Preamble
WHEREAS, CLEAR COMMERCE is acting as an agent for the purpose of disposal/sale/booking/procurement of various commodities;
AND
WHEREAS, CLEAR COMMERCE values full compliance with all relevant laws and regulations, and the principles of economical use of resources, and of fairness and transparency in its relations with its Principals.
In pursuance thereof, the following clauses of the Integrity Pact will be applicable and this document shall be deemed to be an integral part of the Agency Agreement between us.
CLEAR COMMERCE may seek the cooperation of the renowned international Non-Governmental Organization “Transparency International” (TI).
Section - 1: Commitments of CLEAR COMMERCE
CLEAR COMMERCE commits itself to take all measures necessary to prevent corruption and to observe the following principles:
a) No employee of CLEAR COMMERCE, personally or through family members, will in connection with the tender or the execution of a contract demand, take a promise for or accept, for himself/herself or third person, any material or immaterial benefit which he/she is not legally entitled to.
b) CLEAR COMMERCE will, during the tender/auction/e-auction/e-sale/e-booking process, provide to all Buyer(s)/Vendor(s) the same information and will not provide to any Buyer/Vendor confidential/additional information through which the Buyer/Vendor could obtain an advantage in relation to the tender/auction/e-auction/e-sale/e-booking process or the contract execution.
c) CLEAR COMMERCE will exclude from the process all known prejudiced persons.
If CLEAR COMMERCE obtains information on the conduct of any of its employees which is a criminal offence under the relevant Anti-Corruption Laws of India, or if there be a substantive suspicion in this regard, CLEAR COMMERCE can initiate disciplinary actions.
Section - 2: Commitments of the Buyer/Vendor
The Buyer/Vendor commits himself to take all measures necessary to prevent corruption. He commits himself to observe the following principles during his participation in the tender/auction/e-auction/e-sale/e-booking/e-procurement process and during the contract execution:
i) The Buyer/Vendor will not, directly or through any other person or firm, offer, promise or give to CLEAR COMMERCE, to any of CLEAR COMMERCE’s employees involved in the tender/auction/e-auction/e-sale/e-booking process or the execution of the contract or any third person any material or immaterial benefit which he/she is not legally entitled to, in order to obtain in exchange an advantage during the tender process or the execution of the contract.
ii) The Buyer/Vendor will not enter with other Buyer(s) into any illegal agreement or understanding, whether formal or informal. This applies in particular to prices, specifications, certifications, subsidiary contracts, submission or non-submission of bids or actions to restrict competitiveness.
iii) The Buyer/Vendor will not commit any criminal offence under the relevant Anti-Corruption Laws of India; further the Buyer/Vendor will not use improperly, for purposes of competition or personal gain, or pass on to others, any information provided by CLEAR COMMERCE as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically.
iv) The Buyer/Vendor will, when presenting his bid, disclose any and all payments he has made, is committed to or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract.
v) The Buyer/Vendor will not instigate third persons to commit offences outlined above or be an accessory to such offences.
Section - 3: Disqualification from Tender Process and Exclusion from Future Contracts
If the Buyer, before contract award, has committed a serious transgression through a violation of Section 2 above or in any other form such as to put his reliability or credibility as Buyer into question, CLEAR COMMERCE is entitled to disqualify the Buyer from the tender/auction/e-auction/e-sale/e-booking process or to terminate the contract, if already signed, for such reason.
i) If the Buyer/Vendor has committed a serious transgression through a violation of Section 2 above such as to put his reliability or credibility into question, CLEAR COMMERCE is entitled also to exclude the Buyer/Vendor from future contract award processes. The imposition and duration of the exclusion will be determined by the severity of the transgression. The exclusion will be imposed for a minimum of 6 months and maximum of 3 years.
ii) If the Buyer/Vendor can prove that he has restored/recouped the damage caused by him and has installed a suitable corruption prevention system, CLEAR COMMERCE may revoke the exclusion prematurely.
iii) A transgression is considered to have occurred if in light of available evidence, no reasonable doubt is possible.
Section - 4: Compensation for Damages
If CLEAR COMMERCE has disqualified the Buyer from the tender/auction/e-auction/e-sale/e-booking process prior to the award according to Section 3, CLEAR COMMERCE is entitled to demand from the Buyer liquidated damages equivalent to 3% of the value of the offer.
If CLEAR COMMERCE has terminated the contract according to Section 3, or if CLEAR COMMERCE is entitled to terminate the contract according to Section 3, CLEAR COMMERCE shall be entitled to demand from the Vendor liquidated damages equivalent to 5% of the contract value.
If the Buyer/Vendor can prove that the exclusion or termination has caused no damage or less damage than the liquidated damages, the Buyer/Vendor has to compensate only the actual damage proved. If CLEAR COMMERCE can prove higher damage, it is entitled to claim the higher amount.
Section - 5: Previous Transgression
The Buyer declares that no previous transgressions occurred in the last 3 years with any other company in any country conforming to the TI approach or with any other Enterprise in India that could justify his exclusion from the tender process.
If the Buyer makes an incorrect statement on this subject, he can be disqualified from the tender process or the contract, if already awarded, can be terminated for such reason.
Section - 6: Equal Treatment of all Buyer(s)/Vendor(s)
The Buyer/Vendor undertakes to demand from all subcontractor(s) a commitment consistent with this Integrity Pact, and to submit it to CLEAR COMMERCE before contract signing.
CLEAR COMMERCE will enter into agreements with identical conditions as this one with all Buyer(s)/Vendor(s).
CLEAR COMMERCE will disqualify from the tender process all Buyer(s) who do not sign this Pact or violate its provisions.
Section - 7: Criminal Charges against Violating Buyer(s)/Vendor(s)
If CLEAR COMMERCE obtains knowledge of conduct of a Buyer, Vendor or of an employee or a representative or an associate of a Buyer/Vendor which constitutes corruption, or if CLEAR COMMERCE has substantive suspicion in this regard, CLEAR COMMERCE will inform the Law Enforcement Agencies of the State.
Section - 9: Pact Duration
This Pact begins when both parties have legally signed it. It expires for the Vendor 12 months after the last payment under the respective contract, and for all other Buyers 6 months after the contract has been awarded.
Section - 10: Other Provisions
This agreement is subject to Indian Law. Place of performance and jurisdiction is the Corporate Office of CLEAR COMMERCE, which is Hyderabad.
Changes and supplements as well as termination notices need to be made in writing. Side agreements have not been made.
If the Vendor is a partnership or a consortium, this agreement must be signed by all partners or consortium members.
Should one or several provisions of this agreement turn out to be invalid, the remainder of this agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions.