The ‘Green Supplier’ Contract – A Standardised Contractual Pricing Model

Clauses

2. Supplier obligations

[Drafting note: when drafting, parties need to consider whether to include a dispute resolution provision or to link to a disputes clause elsewhere in the Agreement. This should involve assessment by a technically qualified expert appropriate to the circumstances of the Agreement.]

[Drafting notes:

a) in cases where the Supplier/ party is likely to have resource limitations or differentiated national circumstances that create barriers to compliance with these obligations, this clause should be combined with additional drafting detailing the support or resources that will be provided by the Company to assist compliance, and in the event of breach, the requirement that the Company work with the Supplier/ party to rectify breach.

b) consider combining this with provisions imposing minimum standards on manufacturing parties to implement ethical working practices and minimum wages for workers (specific to national circumstances of Supplier/ party) to avoid negative unintentional consequences of compliance with this clause.]

The Supplier shall:

2.1 meet the following sustainability objectives:

A. [No later than six months after the date of this agreement, the Supplier will sign up to the Carbon Trust Standard for Supply Chain (as published from time to time) which the Supplier will demonstrate by providing the Company with a copy of the relevant declaration signed by the Managing Director of the Supplier.]

B. [a party making the delivery of the entirety of the Goods, during the [Measurement Period], exclusively using [a fleet of electric vehicles or equivalents][other low carbon delivery systems], to be regarded as achieved if this has been the case over a period exceeding three (3) calendar months;

C. [a party exclusively utilising a fleet of electric vehicles in the provision of the Services, to be regarded as achieved if this has been the case over a period exceeding three (3) calendar months]

D. [a party reducing their Carbon Footprint, as originally assessed within three (3) calendar months of the signing of this Agreement, by the amount of [15]% of this initial total, as reasonably demonstrated by Carbon Footprint Data]

E. [the purchase by a party of electricity for all of their offices [and factories/ production facilities on a green tariff that uses [100]% renewable energy;]

F. [a party having signed up to the accreditation scheme known as [the Global Organic Textile Standard];] [Drafting note: this is just an example, this should either be a broadly applicable sustainability accreditation or an industry specific scheme like the given example.]

G. [a party committing to a board-approved programme of Party-led Advocacy and achieving and maintaining a [15%] take-up by employees of that behaviour change;]

H. [a party reducing (and maintaining that reduction of) their [[water usage][waste to landfill][single use plastic usage]], as originally assessed within three (3) calendar months of the signing of this Agreement, by the amount of [15%] of this initial total;]

I. [a party including in all of their contracts, other than with the other party to this Agreement, which relate to the [Goods][Services] which are the subject of this Agreement an identical or substantially similar and similarly onerous set of obligations to those they have accepted under this Schedule. This shall only count as an Agreed Environmental Target where at the date of this Agreement and, if applicable, at the date of any notification in respect of this Target [J] under paragraph 2.2, there are three (3) or more relevant contracts which relate to the [Goods][Services] which are the subject of this Agreement;]

J. [any other measures specific to the delivery of the Agreement]

2.2 notify the Company if at any point during the Term, they have achieved any of the Agreed Environmental Targets.

2.3 notify the Company promptly if at any point during the Term the Supplier becomes aware, or should reasonably have become aware, that they no longer meet the criteria of an Achieved Target. The parties agree that if the Supplier fails to comply with this paragraph 2.3, then paragraph 4 of this Schedule will not apply.

2.4 provide regular updates on the Supplier's progress towards achieving the Agreed Environmental Targets in writing to the Company at least twice per calendar year, once in [October] and once in [April].

2.5 at the Company’s request, provide reasonable evidence (including, without limitation, any evidence specified in the relevant Agreed Environmental Target) to support any notifications regarding the Agreed Environmental Targets under paragraph 2.2. (If the achievement of an Agreed Environmental Target includes a Carbon Reduction, then the Supplier will provide all Carbon Footprint Data with any related notification under paragraph 2.2.) Paragraph 4 will not apply until such evidence (as requested in this paragraph 2.5) is provided to the Company’s reasonable satisfaction.

2.6 unless the parties agree otherwise, carry out an assessment of the Supplier's Carbon Footprint at least twice per calendar year (at the Supplier’s cost), once in [September] and once in [March], and notify the Company of the results of each assessment in CO2e and provide the associated Carbon Footprint Data.

2.7 at the Company’s request following reasonable notice, attend a meeting to negotiate in good faith any additions or amendments to the Agreed Environmental Targets listed at paragraph 2.1 reflecting the Company’s sustainability objectives. 

2.8 if, at the date falling one (1) calendar year from the date of this Agreement, and then on that same date in each following year of the Term, the Supplier has made and maintained no Achieved Targets, then the Supplier shall within thirty (30) days rebate to the Company (by paying a credit against future purchases under this agreement) a sum equal to [5]% of the total sum of all Payments made by the Company to the Supplier during the preceding calendar year.

3. Company obligations

The Company shall:

3.1 use reasonable efforts to provide any information, support or approvals that is reasonably requested by the Supplier to assist the Supplier to meet its Agreed Environmental Targets or is otherwise required under this Schedule [x].

3.2 specify in reasonable detail the information required when requesting Carbon Footprint Data or other supporting information from the Supplier under paragraph 2.5.

3.3 review any notification of achievement and maintenance of an Agreed Environmental Target from the Supplier under paragraph 2.2 and promptly (taking in consideration any need to request and review supporting evidence), and acting reasonably, provide either written acceptance so that it shall constitute an Achieved Target, or a refusal to accept the achievement, accompanied by reasons for such refusal [and reasonable directions on the remedial action that the Company expects the Supplier to take to demonstrate achievement].

4. Payment and price adjustments

If the Supplier meets its obligations in paragraph 2 during a calendar year of the Term, then the Company shall multiply the Price applicable during the next calendar year by the relevant one of the following adjustment factors: 

4.1 if the Supplier has not achieved Verified Net Zero or there are less than three (3) Achieved Targets, then the Price will not be adjusted under this Schedule;

4.2 if the Supplier has achieved Verified Net Zero or there are three (3) Achieved Targets, then the Price will be adjusted by a factor of [x];

4.3 if the Supplier has achieved Verified Net Zero and there are three (3) Achieved Targets, or the Supplier has not achieved Verified Net Zero but there are six (6) Achieved Targets, then the Price will be adjusted by a factor of [x];

4.4 if the Supplier has achieved Verified Net Zero and there are six (6) Achieved Targets, or the Supplier has not achieved Verified Net Zero but there are nine (9) or more Achieved Targets, then the Price will be adjusted by a factor of [x];

4.5 if the Supplier has achieved Verified Net Zero and there are nine (9) or more Achieved Targets, then the Price will be adjusted by a factor of [x],

(the applicable adjustment factor is referred to as the Adjustment Value).

The Adjustment Value applies to the Price that was applicable on 31 December of the preceding year ([including OR excluding] any Adjustment Value that was applied in that year). If an Adjustment Value has been applied, its application will cease on the date of any [material] breach of the Supplier’s obligations in paragraph 2.