1. Definitions: For the purpose of these Standard T&Cs, the following term(s) shall have the meaning hereby assigned to them:“Agreement” refers collectively to these Standard T&Cs and the Eligible Purchase Order.
“Goods” refers to any and all goods requested by Sodexo to be supplied by the Supplier to Sodexo under this Agreement.
“Services” refers to any and all services requested by Sodexo to be provided by the Supplier to Sodexo under this Agreement.
“Sodexo” refers to the Sodexo entity indicated in the Eligible Purchase Order.
“Supplier” refers to the individual or corporate entity to whom the Eligible Purchase Order is issued to. Where the Supplier is a corporate entity, it shall also refer to any individual employed or supplied by the Supplier whether directly or indirectly assigned to work in connection with the performance of the Supplier and their personnel.
2. Prices: The prices for the Goods and/or Services shall be in accordance with the prices and currency quoted in the Eligible Purchase Order. All prices quoted shall remain firm and fixed until the Goods and/or Services have been provided to Sodexo under the Eligible Purchase Order. In particular, the prices shall not be escalated for any reason whatsoever. Unless otherwise indicated in the Eligible Purchase Order, all prices shall include all taxes, duties, levies, and other fees of the same nature arising from the transaction contemplated by the Eligible Purchase Order.
3. Invoicing and Payment: Unless otherwise expressly stated in the Eligible Purchase Order, Sodexo shall pay for the Goods and/or Services within ninety (90) days of receiving a valid invoice from the Supplier. The Supplier shall ensure that it provides a valid invoice to Sodexo for the Goods and/or Services within seven (7) days of providing the Goods and/or Services. Unless otherwise expressly stated in the Eligible Purchase Order, Sodexo shall have the right to choose a mode of payment for any payments made under the Eligible Purchase Order. Sodexo reserves the right to return to the Supplier any incorrectly prepared payment documentation for rectification and resubmission, and to withhold payments for Goods and/or Services until ninety (90) days from the date of receipt of valid payment documentation.
4. Tax: The Supplier is solely responsible for all liabilities or claims for direct taxes that any taxing authority claiming jurisdiction over this Agreement, or any part of the country (including taxing authorities of any political subdivision of the country), may assess or levy against the Supplier relating to the Goods and/or Services supplied under this Agreement.
5. Product Specifications: All Goods and/or Services delivered pursuant to the Eligible Purchase Order shall comply in full with the relevant associated specifications and in any event shall always comply with the highest professional standards and/or merchantable quality as well as all applicable laws and regulations and all rules and regulations of Sodexo and Client pertaining to the delivery of Goods and/or Services in this Agreement.
6. Warranty: The Supplier warrants that all Goods and/or Services (i) conforms to the Product Specifications; (ii) shall be fit for purpose; (iii) be free from material and workmanship defects; and (iv) unless otherwise expressly agreed, shall be new and not used/refurbished.
7. Delivery and Performance: The Supplier is solely responsible for the delivery of all Goods and/or Services as specified in the Eligible Purchase Order(s). Time is of the essence in relation to delivery dates and times. If Goods and/or Services are not received within the time specified in the Eligible Purchase Order, Sodexo reserves the right to cancel the Eligible Purchase Order or any part of it. The Supplier shall remain liable for any defects in the Goods and/or Services that was not identified during delivery for a period up to six (6) months after delivery.
8. Liability: The Supplier indemnifies and will keep indemnified Sodexo, its agents, clients, contractors and employees (collectively, “Indemnified Persons”) from and against all damages that an Indemnified Person may sustain or incur (including those sustained or incurred as a result of a claim by a third party against any of the Indemnified Persons) directly or indirectly, in connection with: (a) any injury to injury to or death of any person, or damage to any real or tangible property, arising out of or in any way connected with this Agreement caused by an act or omission of the Supplier or its personnel; (b) any act or omission which constitutes a breach by the Supplier of any provision of this Agreement; and (c) any fraudulent, negligent or wilful act or omission of the Supplier or its personnel in connection with this Agreement.
9.Insurance: Without limitation of its obligations and responsibilities the Supplier must effect and maintain (or cause to be effected and maintained) and shall ensure its subcontractors maintain, for the duration of this Agreement, the insurances to meet all liabilities of the Supplier arising from or in connection with this Agreement, with reputable and solvent insurance companies. Within fifteen (15) days of the request of Sodexo, the Supplier shall furnish appropriate certificates of the insurances.
10. Audit: The Supplier shall prepare and maintain all records related to its obligations under this Agreement for the duration of this Agreement and for a period of one (1) year after termination or expiration of this Agreement. Sodexo shall have the right to audit such records for the duration of this Agreement, provided that such audit is for the purpose of the Supplier’s compliance to this Agreement.
11. Intellectual Property Rights: Each party shall remain the owner or authorized user of all its respective intellectual property and nothing in this Agreement, save, as specifically provided for herein, shall be deemed to grant impliedly or otherwise, ownership of or rights of use of such intellectual property to the other party. For the avoidance of doubt, all trademarks, trade names, trade symbols and slogans used or capable of being used or adapted in connection with Sodexo’s business will remain the absolute property of Sodexo and, except as necessary for the proper performance of the Services, the Supplier will not make any use of them. Each party may, at its sole discretion, disclose its intellectual property to the other party for use in connection with this Agreement. These Standard T&Cs shall remain the absolute intellectual property of Sodexo, and the Supplier and any third party shall not use these Standard T&Cs without Sodexo’s express approval.
12. Data Privacy and Protection: Sodexo has sole and exclusive rights in all personally identifiable information of its employees and clients that may be received by the Supplier (“Personal Data”). The Supplier agrees that if Personal Data is provided by Sodexo, or the Supplier has access to Personal Data, the Supplier shall comply with all applicable laws and regulations, administrative rulings, and in accordance with Sodexo’s privacy policies, which will include without limitation, protection of the Personal Data from unauthorized access, destruction, use, modification, disclosure or transfer out of the jurisdiction. The Supplier will not sell, release or use any Personal Data, including e-mail addresses associated therewith, except as expressly agreed in writing by Sodexo and within strict compliance with all applicable laws and regulations.
13. Confidential Information: The Parties agree that all information in tangible form which is identified by the disclosing party as proprietary, confidential or secret, including information which by its nature the receiving party knew or should have reasonably known was proprietary, confidential or secret, including but not limited to information concerning the businesses, trade secrets, operations, processes, customers, finance, contractual arrangements and other affairs of Sodexo or of Sodexo’s client(s) (“Confidential Information”) exchanged during the term of this Agreement shall be kept confidential and shall not be disclosed or given to any third party during the term of this Agreement and for further period of 3 years after termination or expiry of this Agreement without the prior written consent of the non-disclosing Party. Confidential Information does not include information that is already known or independently obtained by the receiving Party, publicly known or which becomes publicly known through no breach of this Agreement, or information that is required to be disclosed pursuant to a lawful order of a court or governing agency or regulation of a stock exchange, provided the receiving Party provides the non-disclosing Party with written notice of such order prior to disclosure and within such time as to allow the non-disclosing Party reasonable opportunity to oppose such disclosure before a court or agency of competent jurisdiction.
14. Ethics and Compliance: The Supplier acknowledges having received the Sodexo Supplier Code of Conduct at https://www.sodexo.com/files/live/sites/com-wwd/files/02%20PDF/Sodexo-Supplier-Code-of-Conduct-2017_Guide.pdf. The Supplier undertakes to conduct its business in strict compliance with applicable standards and regulations. The Supplier and all of its subsidiaries, directors, employees, representatives, subcontractors and agents (collectively, “Supplier Representatives”) shall more specifically comply with applicable laws related to anti-bribery and anti-corruption.
15. Termination: (i) Sodexo may terminate this Agreement for convenience by giving thirty (30) days prior written notice of termination to the Supplier. (ii) In the event of a breach of this Agreement, the party sustaining the failure shall have the right to provide the defaulting party with written notice of their intention to terminate if the breach is not remedied, and if the breach is not remedied within seven (7) days' of the issuance of the written notice, the party sustaining the failure shall have the right to terminate the Agreement with immediate effect terminate this Agreement by giving not less than 5 days' written notice to the defaulting party. (iii) Sodexo shall have the sole right to terminate this Agreement in part or in whole with immediate effect upon the issue of written notice to the Supplier if the Supplier is in breach or is likely to be in breach of Clause 14, the Supplier suspends payment of its debts or is unable to pay its debts as they fall due, enters into an arrangement or composition with its creditors, has a receiver or manager appointed over its assets in winding-up proceedings, or is otherwise involved in any bankruptcy or insolvency acts or proceedings. In the event that this Agreement is terminated under this Clause 15, Sodexo shall only be liable to pay for that part of the Goods and/or Services provided in compliance with the terms of this Agreement prior to the date that the Supplier receives Sodexo’s written notice to terminate.
16. Force Majeure: Either party shall not be in breach of its obligations under this Agreement or will not be otherwise liable to the other as a result of any delay or failure in the performance of its obligations if and to the extent that such delay or failure is directly caused by a force majeure that is beyond the reasonable control of either party (“Force Majeure”). Sodexo shall not be held liable for any payment or part thereof for Goods and/or Services that were not delivered as a result of Force Majeure. A party whose performance of obligations under the Agreement is delayed or prevented by Force Majeure will immediately: (i) notify the other party on an ongoing basis of the nature, extent, effect and likely duration of the Force Majeure event; and (ii) endeavour to use all reasonable means to minimise the effect of the Force Majeure on its performance of its obligations under the Agreement. The party whose performance of obligations under the Agreement is delayed or prevented by Force Majeure shall, as soon as the Force Majeure circumstances have ceased, promptly notify the other party and promptly resume full performance of its obligations under this Agreement. If the Supplier's performance under the Agreement has been prevented, hindered or delayed by longer than one (1) month, Sodexo may in its absolute discretion terminate the Agreement upon giving written notice of termination, with immediate effect. Sodexo may contract with a third party for the supply of the Goods and/or Services or any part of them if a Force Majeure Event prevents the Supplier from supplying the Goods and/or Services.
17. Relationship between parties: Except as expressly provided, nothing in this Agreement constitutes a partnership between the parties, makes a party an agent of the other party for any purpose or makes a party an employee of the other party.
18. No Waiver: A party shall not be deemed to waive its right or remedy in connection with this Agreement if it fails to exercise the right or remedy, only partially exercises the right or remedy, or delays in exercising the right or remedy. A party which exercises a single right or remedy or partially exercises a right or remedy maintains its right to further exercise the right or remedy and/or exercise another right or remedy. A waiver is effective only if in writing and properly signed by or on behalf of the party to be bound and is effective to the extent that the party giving it expressly states in writing.
19. Assignment or Subcontracting: Neither party may assign or subcontract the performance of its obligations under this Agreement, or any part of it, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
20. Entire Agreement and Severability: This Agreement records the entire agreement between the parties and supersedes all previous negotiations, understandings, representations and agreements in relation to the subject matter of this Agreement. All the provisions of this Agreement will, as far as possible, be construed so as not to be illegal, invalid, void or unenforceable in any respect. If any provision of this Agreement or any part of it cannot be so read, that provision or part will be deemed to be void and severable and the remaining provisions of this Agreement will not in any way be affected or impaired.
21. Counterparts: If this Agreement is signed in counterparts, each is deemed an original and all constitute one and the same instrument.
22. Governing Law: This Agreement is governed by the laws of the country of incorporation of Sodexo. The parties submit to the exclusive jurisdiction of the Governing Law.
23. Language: This Agreement may be executed in two different languages, including English language. In case of inconsistency between the English text and the other language text, the English text shall prevail.
The Manhattan Square, 11th Floor Unit A & B | Jl TB Simatupang Kav 1S, Jakarta - 12560 | +(62)21 7884 5866
IdeaHub - Voza Tower, 20th Floor | Jl Mayjen HR. Muhammad No.31 Surabaya, Jawa Timur - 60189
The Manhattan Square, 11th Floor Unit A & B | Jl TB Simatupang Kav 1S, Jakarta - 12560 | +(62)21 7884 5866
IdeaHub - Voza Tower, 20th Floor | Jl Mayjen HR. Muhammad No.31 Surabaya, Jawa Timur - 60189