The following Sanctions and Trade Control Compliance Clauses (“Clauses”) apply to all Business Partners of Carnival Corporation & plc.
“Carnival Corporation & plc” means Carnival Corporation and plc, and/or any of its affiliated entities, including but not limited to Princess Cruises, Cunard, P&O Cruises UK, P&O Cruises Australia, Carnival Cruise Line, Holland America Line, Seabourn Cruise Line, AIDA Cruises, and Costa Cruises (each a “Company”).
“Business Partner” means any and all suppliers, vendors, distributors, consultants, agents, and any other third parties who do business with or on behalf of Company (“You”).
You are required to comply with the terms set forth in these Clauses throughout the duration of your relationship with Company. The Clauses may be subject to revision and update. It is Your responsibility to regularly visit this site and ensure ongoing compliance with these Clauses.
Sanctions Compliance Clauses
Company is committed to comply fully with all applicable economic sanctions, trade embargoes, trade restrictions and export control laws, as may be amended from time to time, including without limitation those imposed by the United Kingdom, the European Union and the United States, including but not limited to, His Majesty’s Treasury through the Office of Financial Sanctions Implementation (“OFSI”), the Department for Business and Trade, any competent authority of a Member State of the European Union, the U.S. Department of Commerce Bureau of Industry and Security’s (“BIS”) Export Administration Regulations (“EAR”), 15 C.F.R. 730-774, and the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), as set forth in 31 C.F.R. 500-598 and certain executive orders (collectively “Trade Control Laws”).
You shall comply with Trade Control Laws including, but not limited to, import or export control laws and will not take or fail to take any action that would cause Company, its personnel, or anyone acting on its behalf to be in violation of or be subjected to penalties under Trade Control Laws. Before delivering or otherwise providing Deliverables and/or Services to Company, You must obtain any licenses, permits or other governmental authorizations required under Trade Control Laws, and shall notify Company the export control classification numbers and when such licenses, permits or authorizations are required based on the nature of Deliverables and/or Services being procured by Company from You.
You represent and warrant that no person assigned, provided, subcontracted, or otherwise involved by You to provide the Deliverables and/or Services or any part thereof to Company is: (i) ordinarily resident in, or exclusively a citizen of, countries or territories subject to comprehensive sanctions and/or export restrictions under Trade Control Laws (currently, Cuba, Iran, North Korea, Syria, Russia, Belarus, the Donetsk People’s Republic, the Luhansk People’s Republic, Kherson and Zaporizhzhia Regions, and the Crimea region, as may be updated from time to time (collectively, “Sanctioned Countries”)); (ii) any agency, instrumentality or otherwise a part of the government of any of the Sanctioned Countries or Venezuela; (iii) included on any of the restricted party lists maintained under Trade Control Laws, including but not limited to the Specially Designated Nationals (“SDN”) List, Sectoral Sanctions Identification (“SSI”) List, the Non-SDN Menu-Based Sanctions (“NS-MBS”) List, and Foreign Sanctions Evaders List maintained by OFAC, the Entity List, Unverified List or Denied Persons List maintained by BIS, United Nations Consolidated List, the European Union Consolidated List, the UK Consolidated List of Financial Sanctions Targets, or the Australia Foreign Affairs Consolidated List; or (iv) owned (individually or in the aggregate at 50% or greater level) or controlled, directly or indirectly, by, or acting on behalf of, any individual, or entity that is described in (i)-(iii) above (each a “Restricted Party”). You will not recruit for, accept booking from, or otherwise provide Company with any person considered a Restricted Party or ordinarily or exclusively resident or citizen of any Sanctioned Country.
You will not use or provide any items (including products, commodities, materials, raw materials, fuel, vessels etc.), services or other supplies sourced, manufactured in or otherwise obtained directly or indirectly, in whole or in part, from or through (i) Sanctioned Countries or (ii) any Restricted Party. You further represent and warrant that none of the Deliverables and/or Services is being supplied, delivered, made available, imported and/or provided to Company in contravention of any Trade Control Laws and would not place Company in contravention of the same. You will not use iron and steel products listed in Annex XVII of Council Regulation (EU) No 833/2014 if they incorporate products listed in that Annex originating in Russia. In the event that You become aware of any violation of these Clauses, You shall immediately notify Company of such in writing.
In the event Company learns of information raising a reasonable cause to suspect such a breach, Company shall be entitled to suspend performance of its obligations – including any payment obligations – for a reasonable period in order to investigate such a possible breach. Company shall not have any liability to You or any other party, including but not limited, for any damages for breach of contract, penalties, costs, fees and expenses, in connection with the exercise of such rights. Company shall have the right to terminate relevant agreements with you immediately upon written notice to You in the event Company develops a good faith belief that You have breached any of the obligations, representations, and warranties in these Clauses.
Upon Company request, You shall submit to Company certifications (including any due diligence questionnaires) as to Your compliance with the laws identified in these Clauses. Such certificates shall be in form and substance reasonably acceptable to Company.
A failure by You to comply with any of Your obligations pursuant to these Clauses shall constitute a material breach of relevant agreements between You and Company entitling Company to terminate these agreements immediately upon written notice to You, without prejudice to the right to claim compensations for the damages suffered in connection with such breach.
