Short Form Green Termination of Supplier

Clauses

Green Termination

1.1 Without affecting any other right or remedy available to it, the Customer may terminate this agreement by giving [1 (one) month's OR [number] months'] written notice to the [Supplier]:

1.1.1 if the Customer,[acting in good faith OR having made a reasonable comparison of the Supplier and other available suppliers]*, has decided, in its sole discretion, to switch to an alternate supplier to achieve a reduction in Customer’s Carbon Footprint, provided:

• the estimated reduction is [supported by reasonable evidence and is] at least [number] percent** of the Customer’s Carbon Footprint at the time of the comparison [(with that calculation meeting the requirements of [insert carbon measurement methodology used by the customer])]; [and]
• the proposed obligations of the alternate supplier are at least as onerous as those of the Supplier under this agreement; [and]
• [the goods OR services] are [comparable OR identical OR similar in all material respects] (including in terms of [scope, ]complexity, specification, volume and quality [of performance], supporting technology, and compliance with standards, and in terms of ancillary obligations such as delivery terms) to the [goods OR services] under this agreement; [and]
• [the proposed price of the alternate supplier is not [significantly different OR higher than] to the price of the Supplier in aggregate over an equivalent period;]

* [Drafting note: To raise the climate ambition of this clause, consider removing the good faith or reasonableness requirement.]

** [Drafting note: It may be difficult for the Customer to evidence the percentage reduction. This could be addressed by the Supplier providing reporting, or dispensing with the requirement or clarifying that third party analytics or reasonable belief can be the trigger.]

1.1.2 if the Supplier’s environmental practices, negative environmental impacts, lobbying activities, partnerships, trade associations, public policy positions or other functions or reputation [may] adversely affect the Customer’s reputation because they conflict with the Customer’s published [net zero OR carbon reduction] or [add specific environmental] targets, as updated from time to time; or

1.1.3 if the Supplier acts [persistently and materially] in a manner that [reasonably justifies the Customer’s opinion that the Supplier’s business operations or other conduct] [is OR are] inconsistent with good environmental practice and policy [, as expressed in [insert industry accepted guidance or standard[, and/or customer policy]]]; or

1.1.4 if the Supplier fails within [30 (thirty)] days to respond fully to a request for information made by the Customer to allow the Customer to assess the Supplier’s Carbon Footprint and environmental practices and policies that relate to [the activities OR supply of Services OR Services provided] under this agreement.

1.2 For the avoidance of doubt, the Customer will not be required to make any payment to the Supplier solely as a result of termination under this clause, other than the agreed consideration for [goods OR services] provided in accordance with the terms and conditions of this agreement before the effective date of termination, notwithstanding any provision in this agreement to the contrary.