Supplier Terms & Conditions

1. Purpose & Scope

These Supplier Terms & Conditions ("Terms") establish the standard commercial, operational, and ethical framework governing all engagements between Aevum Zenth Conglomerate ("Aevum Zenth", "we", or "the Company") and its approved suppliers, vendors, contractors, and service providers ("Supplier" or "you").

By entering into a purchase order, contract, or service agreement with any division, subsidiary, or affiliate of Aevum Zenth, you expressly acknowledge, accept, and agree to be bound by these Terms. In the event of a conflict between these Terms and a specific executed agreement, the executed agreement shall control to the extent of the conflict, provided it has been expressly authorized by Aevum Zenth's Legal & Procurement Division.

2. Definitions

• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with Aevum Zenth.
• Deliverables: All goods, services, materials, software, data, and documentation provided under a Purchase Order or Master Agreement.
• Personal Data: Any information relating to an identified or identifiable natural person, as defined by applicable data protection laws.
• Regulations: All applicable local, national, and international laws, statutes, rules, and industry standards relevant to the Supplier's operations and Deliverables.

3. Code of Conduct & Ethical Standards

Aevum Zenth requires all Suppliers to uphold the highest standards of business ethics, integrity, and social responsibility. You agree to:

• Prohibit all forms of corruption, bribery, kickbacks, and facilitation payments, including compliance with the UK Bribery Act, US FCPA, and local anti-corruption statutes.
• Ensure fair labor practices, prohibit forced or child labor, and maintain safe working conditions across your entire supply chain.
• Respect human rights and adhere to the UN Guiding Principles on Business and Human Rights.
• Maintain accurate books and records, and cooperate fully with Aevum Zenth's internal or third-party compliance investigations.

4. Compliance & Regulatory Obligations

Suppliers must maintain full compliance with all applicable Regulations throughout the term of engagement. This includes, but is not limited to:

• Environmental protection standards (ISO 14001 or equivalent)
• Health and safety regulations (ISO 45001 or OSHA equivalents)
• Export controls, sanctions lists, and trade compliance
• Data privacy and cybersecurity standards (GDPR, CCPA, NIST, or sector-specific frameworks)

You must promptly notify Aevum Zenth's Supply Chain Risk Office in writing within forty-eight (48) hours of any regulatory violation, litigation, or material compliance incident.

5. Quality & Performance Standards

All Deliverables must conform to the specifications, tolerances, and quality benchmarks outlined in the governing Purchase Order or Technical Annex. Aevum Zenth reserves the right to inspect, test, and reject non-conforming Deliverables at your sole expense.

5.1 Continuous Improvement

Suppliers are expected to implement quality management systems and pursue continuous improvement methodologies (e.g., Lean, Six Sigma). Performance metrics will be tracked quarterly through our Supplier Scorecard Program.

5.2 Warranties

You warrant that all Deliverables will be free from defects in design, material, and workmanship, will not infringe any third-party intellectual property rights, and will be merchantable and fit for their intended purpose.

6. Financial & Payment Terms

Unless otherwise specified in an executed agreement, standard payment terms are Net 60 days from receipt of a valid, undisputed invoice. All invoices must reference the applicable Purchase Order number and be submitted through the Aevum Zenth Supplier Portal.

• Pricing: Prices are fixed for the duration of the contract term unless escalation clauses are expressly agreed upon in writing.
• Taxes & Duties: Supplier is responsible for all applicable sales, use, VAT, and withholding taxes unless Aevum Zenth provides valid tax exemption documentation.
• Audits: Aevum Zenth may audit invoicing and cost structures upon thirty (30) days' written notice to verify compliance and pricing accuracy.

7. Intellectual Property & Confidentiality

All intellectual property rights, trade secrets, and confidential information disclosed by Aevum Zenth remain the exclusive property of Aevum Zenth. Suppliers grant Aevum Zenth a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute any work product, inventions, or improvements developed specifically for Aevum Zenth under this engagement.

Confidentiality obligations survive termination of the agreement for a period of five (5) years, or indefinitely for trade secrets. Unauthorized disclosure, reverse engineering, or competitive use of Aevum Zenth's proprietary information is strictly prohibited.

8. Risk Management & Insurance

Suppliers must maintain adequate insurance coverage throughout the term of performance, including but not limited to:

• Commercial General Liability: $5,000,000 per occurrence
• Professional Liability / E&O: $3,000,000 per claim
• Cyber Liability: $2,000,000 (if handling Personal Data or IT systems)
• Workers' Compensation & Auto Liability as required by law

Aevum Zenth and its affiliates must be named as additional insureds where applicable. Certificates of Insurance must be uploaded to the Supplier Portal prior to contract execution.

9. Audit Rights & Monitoring

Aevum Zenth reserves the right, upon reasonable notice, to audit Supplier's facilities, records, and subcontractors to verify compliance with these Terms, quality standards, and regulatory obligations. Supplier shall cooperate fully, provide access to relevant personnel and documentation, and bear the cost of any corrective actions required to remedy deficiencies.

10. Termination & Dispute Resolution

10.1 Termination for Cause

Aevum Zenth may terminate any agreement immediately upon written notice if Supplier breaches material obligations, becomes insolvent, fails quality audits, or engages in fraudulent or unethical conduct.

10.2 Termination for Convenience

Aevum Zenth may terminate agreements for convenience upon thirty (30) days' written notice, payable only for non-cancelable costs and completed Deliverables.

10.3 Dispute Resolution

Disputes shall first be escalated to designated executives for good-faith negotiation. If unresolved within thirty (30) days, disputes shall be settled by binding arbitration under the ICC Rules, seated in Geneva, Switzerland, with proceedings conducted in English. The losing party shall be responsible for reasonable legal fees and arbitration costs.

11. Contact & Governance

These Terms are governed by the laws of Switzerland, without regard to conflict of law principles. Aevum Zenth reserves the right to amend these Terms at any time. Continued performance constitutes acceptance of updated Terms.