Climate clause

Supply Chain Sustainable Land Use Clause and Questionnaire [New]

Rowen's Clause

A Self-Assessment Questionnaire for supply chain contracts to make businesses aware of adverse environmental impacts relating to land use within their supply chain.

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This clause brings climate considerations to your drafting. It is not yet net zero aligned. To align this clause with net zero, use our toolkit or join one of our events.

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Why use this?

Rowen’s Clause and the associated Self-Assessment Questionnaire enable businesses and law firms to gain a better understanding of the underlying drivers of GHG emissions arising from land use across their supply chains, while protecting their businesses from potential reputational, economic and legal risks arising from suppliers’ unethical behaviour and non-compliance.

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The clauses on this website (and published in our Climate Contract Playbook) have been prepared in good faith on a pro bono basis and are free to download and use. The clauses have been drafted and edited by a variety of lawyers and, as such, the approaches to drafting may not conform to any particular drafting norms. We acknowledge this as a consequence of the collaborative drafting process.

The clauses on this website (and published in our Climate Contract Playbook) are provided on an ‘as is’ basis and without any representation or warranty as to accuracy or that the clauses will achieve the relevant climate goal or any other outcome.

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While care has been taken in the drafting of these clauses, neither The Chancery Lane Project nor any of its contributors owe a duty of care to any party in relation to their preparation and do not accept any liability for any errors or omissions, nor for any loss incurred by any person relying on or using these clauses or any other person. Users should use their own professional judgement in the application of these clauses to any particular circumstance or jurisdiction or seek independent legal advice.

At present, all the clauses are based on the laws of England and Wales. We encourage the conversion of these precedent clauses for use in other jurisdictions.

The clause

Additional Definitions

[GHG Emissions means emissions of the greenhouse gases listed at Annex A of the 1998 Kyoto Protocol to The United Nations Framework Convention on Climate Change, as may be amended from time to time, including: carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), nitrogen trifluoride (NF3), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF6), each expressed as a total in units of carbon dioxide equivalent (CO2e) and categorised as Scope 1, 2 and 3 emissions by The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard, Revised Edition 2015 as updated from time to time.] [Drafting note: Scope 1, 2 and 3 emissions are defined on page 27 of the GHG protocol.]

 

Additional Clauses

1. Sustainable Land Use And Management

1.1. The Parties shall use [reasonable][best] endeavours to continually review and improve their environmental performance and reduce the negative environmental impact of any land use that relates to the contract, including but not limited to [procuring the following actions]: 

(a) minimising the consumption of energy and natural resources; 

(b) reducing waste and promoting sustainable land management practices to prevent soil degradation; 

[(c) measuring the [GHG Emissions] resulting from any land use or change in land use relating to the contract, in accordance with [the The Intergovernmental Panel on Climate Change’s 2006 IPCC Guidelines for National Greenhouse Gas Inventories, Volume 4: Agriculture, Forestry and Other Land Use (IPCC 2006) as refined in 2019 and] as amended from time to time;]

(d) avoiding the use of hazardous materials; 

(e) putting in place systems to ensure the safe handling, movement, storage, recycling, reuse or management of waste, air emissions and wastewater discharges; and

(f) implementing systems to prevent and mitigate accidental spills and releases to the environment.

1.2. In support of the Company’s endeavours to achieve its [Net Zero Target], the Parties agree that the Supplier will complete and provide a copy of the Self-Assessment Questionnaire in Annex [A] to the Company every [6] months commencing from the date of this agreement. The Supplier shall identify any potential and actual environmental adverse impacts within their business and supply chain during the period of time assessed, and provide evidence of the measures undertaken to promote sustainable land use and management practices.

1.3. The Supplier warrants that: 

(a) all of the information provided within each Self-Assessment Questionnaire will be true, accurate, full and complete to the best of its knowledge and belief at the date such Self-Assessment Questionnaire is provided to the Company; and

(b) the Supplier shall provide sufficient details in relation to the questions to enable the Company to effectively assess the Supplier’s contributions (in relation to sustainable land use and management) towards achieving the Company’s [Net Zero Target], and to assist compliance with national environmental standards and regulations relevant to sustainable land use and management. 

1.4. In the event that any actual or potential adverse impacts are identified in relation to sustainable land use and management, each Party shall cooperate in good faith with the other Party to evaluate ways to remediate and/ or mitigate such adverse impacts as far as reasonably possible and agree on a plan for such remediation or mitigation including a timeframe for implementation of that plan. The Parties shall identify a point of contact within their organisation for all environmental initiatives and follow-up queries. 

1.5. The Company shall be entitled to terminate this agreement with 28 days written notice if in the Company’s reasonable opinion the Supplier does not take or is unwilling to take such actions as are particularised in, and in accordance with, any plan agreed in accordance with [clause 1.4] within the timeframe specified in that plan, provided that the Company complied with its obligation under [clause 1.4] of this agreement. 

 

ANNEX [A]

Supplier Self-Assessment Questionnaire – Sustainable Land Use and Management

1. Company Information

1.1  Company name:

1.2  Registered address:

1.3  Telephone number:

1.4 Contact (name, job title, e-mail):

1.5  Date:

2. General Management

Please answer the following questions and provide further details about potential or actual adverse environmental impacts identified. Please explain why you consider a question not applicable.

2.1. Do you comply with all national environmental laws, regulations and applicable standards?

[Drafting Note: To be tailored to include applicable standards relevant to the industry/ sector and the parties’ business requirements.]

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.2. Have you incorporated the UN Sustainable Development Goals into your business strategy and corporate governance system?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.3. Have you designated a management person responsible for all environmental sustainability initiatives and queries?

If so, please provide their contact details.

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.4. Do you complete and publish an annual Environmental and/ or Sustainability Report?

If so, please provide a link to the report.

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.5. If you have answered “yes” to question 2.4, is the report audited by an independent third party?

If so, please provide the details of the third party.

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.6. Do you have a Code of Conduct or Ethics in place to ensure sustainable land use and environmental practices relating to land [among your employees and] within your supply chain?

If available, please attach your Code of Conduct.

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.7. Does your company deliver training sessions to enhance the understanding of sustainable land use practices [among your employees and] within your supply chain?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.8. Do you carry out due diligence on your suppliers?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.9. If you have answered “yes” to question 2.8, does the due diligence cover adverse impacts that your suppliers may cause or contribute to in relation to sustainable land use and management?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

2.10. If you have answered “yes” to question 2.9, is the due diligence ongoing, capturing evolving adverse impacts and suppliers’ efforts to remediate and prevent such impacts?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3. Sustainable Land Use and Management in the Supply Chain

A. Identification of potential/ actual adverse impacts 

[Drafting note: To be tailored to fit the supplier and its supply chain’s circumstances. Some items might not be applicable, and there might be other adverse impacts on land use and management that are not listed here that might be applicable to the supplier/ supplier’s supply chain.]

3.1. Have you identified any potential or actual adverse impacts in relation to your company’s/ supply chain’s conversion of natural ecosystems into production systems (e.g. deforestation, fragmentation of natural habitats)?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.2. Have you identified any potential or actual practices within your company or supply chain that could increase the potential for soil degradation (e.g. inadequate nutrient input back into the soil)?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.3. Have you identified any potential or actual adverse practices in relation to your company’s/ supply chain’s use of natural resources?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.4. Have you identified any potential or actual practices within your company or supply chain that could lead to soil and/ or water contamination (e.g. use of harmful agro-chemicals)?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.5. Have you identified any potential or actual adverse impacts in relation to your company’s/ supply chain’s use of fertilisers and pesticides?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.6. Have you identified any potential or actual practices within your company or supply chain that could contribute to the exhaustion of natural resources (e.g. as a result of overexploitation)?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.7. Have you identified any potential or actual adverse impacts in relation to your company’s/ supply chain’s management of land and grazing areas (e.g. deforestation and/ or dewatering of peat lands)?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.8. Have you identified any potential or actual adverse practices in relation to your company’s/ supply chain’s water use (e.g. poor irrigation practices)?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.9. Have you identified any potential or actual practices within your company or supply chain that could result in the degradation and/ or loss of high conservation areas, native habitats or endangered species?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.10. Have you identified any potential or actual adverse impacts in relation to your company’s/ supply chain’s management and disposal of waste?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.11. Please indicate any other potential or actual practices identified within your company or supply chain that could have an adverse impact on sustainable land use.

Yes ☐ No ☐ N/A ☐ Please provide additional information:

B. Prevention and Remediation Actions

If you have answered “yes” to any of questions 3.1 to 3.11, please answer the following questions and detail the actions you have undertaken to prevent and remediate the potential and/or actual adverse environmental impacts identified. If possible, please attach any evidence or supporting documents.

3.12. Have you established appropriate actions to remediate or prevent the adverse impacts identified above?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.13. Have you implemented adequate controls considering the size and nature of your business to prevent and mitigate the potential and/ or actual adverse impacts identified above?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.14. Have you participated in remediation processes where adverse impacts have been identified within your supply chain?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.15. If you have identified any actual or potential adverse impacts within your supply chain, have you provided suppliers with training in order to mitigate such adverse impacts (e.g. health and safety, good agricultural practices)?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

3.16. If you have identified any actual adverse impacts within your company or supply chain, can you demonstrate that you have remediated the situation?

Yes ☐ No ☐ N/A ☐ Please provide additional information:

4. Compliance Statement

I, [Contact Name], in representation of [Supplier] confirm that all of the information provided within this Self-Assessment Questionnaire is true, accurate, full and complete, and that it shall provide sufficient details to enable [Company] to effectively assess [Supplier’s] contributions towards [Company’s] [Net Zero Target] and assist compliance with national environmental standards and regulations.

Glossary references: Greenhouse Gas (GHG) Emissions

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