Export Control and Embargo Policy.

Export Control and Embargo Policy.

Export Control and Embargo Policy

MICHELIN GROUP POSITIONS

1. Client shall respect the Michelin Group Positions, which may contain more restrictive provisions than the Trade Restrictions as defined below. These Group Positions are based on commercial considerations and other compliance concerns, including but not limited to: money laundering and corruption concerns and concerns related to the financing of terrorism. These Group Positions apply to the Products sold as spare parts or incorporated in a higher-level assembly (such as fitted unit, etc.). As of the sale transaction date, the list of countries to which ResiCare refuses and prohibits any direct or indirect sales (including transit across these countries) is as follows: Cuba, Iran, North Korea, Syria. This list is subject to changes during the term of the agreement and ResiCare reserves the right to regularly notify such changes to the Client.

TRADE RESTRICTIONS

2. Client shall comply with all applicable laws and regulations with regard to the supply, sale, transfer, export, re-transfer, or re-export of the Products, including but not limited to those relating to: trade sanctions (including but not limited to comprehensive or sectoral embargoes and restricted parties) and export controls (including but not limited to military or dual usage products), altogether defined hereafter as “Trade Restrictions”. For the avoidance of doubt, all applicable laws and regulations could include those originating out of the United Nations, the European Union, the OSCE, or the United States of America.

3. Client shall not cause ResiCare to, either directly or indirectly, risk any potential violation of any applicable Trade Restrictions. Furthermore, Client will not supply, sell, transfer, export, re-transfer, re-export, or otherwise make available or use any Product supplied by ResiCare in order to circumvent, evade or avoid any applicable Trade Restrictions.

4. Client shall only supply, sell, transfer, export, re-transfer, re-export, otherwise make available or use Products as permitted by applicable law and shall not supply, sell, transfer, export, re-transfer, re-export, or otherwise make available, either directly or indirectly, any Products:

a. To any individual, entity or body resident, located, registered, incorporated, domiciled or head-quartered in any jurisdiction targeted by applicable Trade Restrictions;

b. To any “Restricted Person”: Restricted Person shall mean any individual, entity or body either: (i) specifically designated or listed under Trade Restrictions; (ii) owned or controlled by any person specifically designated or listed under Trade Restrictions; or (iii) acting for or on behalf of any person specifically designated or listed under Trade Restrictions; and

c. For any use, purpose or activity which is prohibited or otherwise restricted under Trade Restrictions.

5. Where ResiCare has reasonable cause to suspect that any Product may be or has been supplied, sold, transferred, exported, re-transferred, re-exported, otherwise made available to any jurisdiction targeted by applicable Trade Restrictions, or to a Restricted Person, or for any use, purpose or activity which is prohibited or otherwise restricted under Trade Restrictions, ResiCare reserves the right to:

a. Immediately suspend its performance under the sale transaction or related agreement;

b. Request further information or documentary evidence from the Client, including but not limited to:

i. Any licenses, authorizations, permits, or approvals obtained by the Client with respect to the supply, sale, transfer or export of the Products;

ii. Any End User Certificates or Undertakings supplied to the Client;

iii. Any shipping or commercial documentation, including invoices or bills of lading, in order to verify the end use(s) or end user(s) of the Products.

c. Take any other appropriate measure regarding its commercial relationship with the Client.

6. Client certifies that neither Client, nor any of the Client’s Group Companies, nor any of their respective directors or officers, are Restricted Persons. Client shall immediately notify ResiCare if Client, or any of the Client’s Group Companies, or any of their respective directors or officers, becomes a Restricted Person. Furthermore, Client shall immediately inform ResiCare if Client is or become aware or has reasonable cause to suspect that either the Client, or any of the Client’s Group Companies, or any of their respective directors or officers, may become a Restricted Person.

7. In the event that any Product supplied by ResiCare is re-supplied, re-sold, re-transferred, re-exported, re-distributed or otherwise made available to any third party, Client shall take all actions reasonably necessary to ensure that such third parties: (a) comply with any applicable Trade Restrictions and Michelin Group Positions; and (b) do not cause ResiCare to directly or indirectly violate any applicable Trade Restrictions or Michelin Group Positions.

8. Client shall indemnify and hold harmless ResiCare and the companies of the Michelin Group from and against any losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys’ fees, any expense of litigation or settlement, and court costs, arising from any noncompliance with Trade Restrictions or Michelin Group Positions by Client. Client shall be responsible for any act or omission of Client, its officers, employees, affiliates, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this policy.