Ukraine and/or Russia Crisis Provisions - Right to Renegotiate and/or Terminate Agreement or Orders

1.1. The following definitions shall apply for these Ukraine and/or Russia Crisis Provisions - Right to Renegotiate and/or Terminate Agreement or Orders (“Crisis Provisions”):

  (a)     “Crisis Event” shall mean, in each case, any of the following which is caused directly or indirectly by, associated with and/or directly or indirectly related to the ongoing events in Ukraine or Russia, including any war (whether or not declared); armed conflict; hostilities; invasion; insurrection; civil disturbance or similar event; the serious threat of same or related activities or events in Ukraine or Russia and/or comparable events in other countries:

1. any economic or financial sanctions, trade embargo, export or import restriction or any other decision, act, order, regulation or direction by any governmental entity or authority (or any agency or instrumentality thereof) including Russia;
2. any Force Majeure Event;
3. any other change in Law, legislation, governmental or other regulations, or governmental or regulatory guidance; or
4. any other change in business, operating, technical, economic, financial, commercial, or political conditions.

  (b)     “Crisis Impact” shall mean any of the following:

1. the Supplier’s (or any other member of the Yara Group’s) direct or indirect loss of any source of supply of any product, raw material, feedstock, or energy source or any voluntary or involuntary diversion of products, raw material, feedstock, or energy source by Supplier to any other member of the Yara Group in Supplier’s sole discretion;
2. risk to the Supplier’s (or any member of the Yara Group’s) personnel (including its or their subcontractors and suppliers); and/or
3. any other impact to the Supplier’s (or any member of the Yara Group’s) supply chain, production plants, delivery times, production costs, raw material costs or availability, feedstock costs or availability, energy costs or availability, labor costs or availability, transport, operations, or business.

  (c)     “GTCs of Sale” shall mean the General Terms and Conditions of Sale available at https://www.yaracanada.ca/legal/general-business-standards-sales/.

1.2.  Capitalized terms used in this Crisis Provision but not defined in this Crisis Provision shall have the meaning ascribed to such terms in the GTCs of Sale.

1.3.  Notwithstanding anything to the contrary in the Agreement, if a Crisis Event occurs or is likely to occur (in the reasonable opinion of the Supplier) and the Crisis Event, in the Supplier’s reasonable opinion, results or is likely to result in or have any Crisis Impact, then the Supplier may in its sole discretion provide written notice to the Customer (a “Renegotiation Notice”) requesting a renegotiation of some or all of the terms or provisions of the Agreement (including any order(s)) or termination or cancellation of parts or all of the Agreement (including any order(s)). For the avoidance of doubt, the terms and provisions that Supplier may request to renegotiate, terminate or cancel pursuant to a Renegotiation Notice may be in respect of parts or all of any individual order(s) or in respect of parts or all of the entire Agreement and may include but are not limited to the following:

  (a)     the price(s) for some or all of the Deliverables under the Agreement (including under any order(s));

  (b)     the quantity for some or all of the future deliveries of the Deliverables under the Agreement (including under any order(s));

  (c)     the future delivery schedule of some or all of the Deliverables under the Agreement (including under any order(s)), including suspension, delay, and reduction of agreed deliveries; and/or

  (d)     any other term or provision of the Agreement (including any order(s)).

1.4.  The issuance of a Renegotiation Notice shall immediately suspend Supplier’s performance obligations under the Agreement with respect to any Deliverables noted in the Renegotiation Notice. If within five (5) Business Days of the date of a Renegotiation Notice issued by the Supplier the Parties cannot agree in writing on the terms, provisions, conditions or actions requested by the Supplier in such Renegotiation Notice, then the Supplier may, in the Supplier’s sole discretion, without further liability to the Supplier and with immediate effect by written notice to the Customer cancel or terminate parts or all of the Agreement (including any order(s) and related deliveries of Deliverables) as specified by the Supplier. This Crisis Provision and all other terms under this Agreement shall continue to be applicable and enforceable for future deliveries in the case of a partial cancellation or termination of the Agreement by Supplier.

1.5.  A Crisis Event is deemed not to have been foreseeable at the time of entering into the Agreement or accepting or confirming any order, and the Supplier shall not be prevented from relying on a Force Majeure clause, Loss of Supply clause or these Crisis Provisions in case any Crisis Event or Crisis Impact occurs or materializes.

1.6.  For the avoidance of doubt, these Crisis Provisions for all purposes constitute a part of the Agreement, as that term is defined in the GTCs of Sale.