GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS AND SERVICES
Effective: 1 September 2025
1.
Background
1.1.
These General Terms and Conditions for the Purchase of Goods and Services (“Terms”) apply to any order or agreement for goods and/or services (an “Order”) made by Prologis L.P., a Delaware Limited Partnership or any of its Affiliates (“Prologis”), to a supplier of goods and/or services (the “Supplier”).
1.2.
Incorporation of these Terms may be made by reference in the purchase order itself, including by way of hyperlink or electronic link provided in the purchase order. Where such reference is made, the Order and these Terms together form the binding agreement between Prologis and the Supplier (the “Agreement”).
1.3.
In these Terms:
1.3.1.
Prologis and the Supplier are each referred to as a “Party” and together the “Parties”.
1.3.2.
“Affiliate” means any corporate entity directly or indirectly controlled by or under common control with Prologis L.P. For the purposes of this definition, the term "control" (including the correlative meanings of the term "controlled"), as used with respect to any corporate entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such corporate entity, whether through the ownership of voting securities, by contract or otherwise.
1.3.3.
“Agreement” means the contract between Prologis and the Supplier for the supply of Goods and/or Services consisting of the Order together with these Terms.
1.3.4.
“Deliverables” means all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
1.3.5.
“Order” means Prologis’ order for the supply of Goods and/or Services, as set out in Prologis’ purchase order.
1.3.6.
“Goods” means the goods (including any parts, components or materials) to be supplied under the Agreement, as set out in the Order.
1.3.7.
“Services” means the services, including any Deliverables, to be provided under the Agreement, as set out in the Order.
2.
Basis of Agreement
2.1.
An Order from Prologis to the Supplier for the supply of Goods and/or Services constitutes an offer by Prologis to purchase Goods and/or Services from the Supplier in accordance with these Terms.
2.2.
The Order will be deemed to be accepted on the earlier of: (a) the Supplier issuing written acceptance of the Order; or (b) any act by the Supplier consistent with fulfilling the Order, at which point and on which date the Agreement will come into existence (“Commencement date”).
2.3.
These Terms apply to the Agreement to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.4.
All of these Terms will apply to the supply of both Goods and Services except where the application to one or the other is specified.
3.
Supply of Goods
3.1.
The Supplier will deliver the Goods to Prologis in accordance with the Agreement with good title and free from any liens, claims or other encumbrances.
3.2.
The Supplier will ensure that the Goods:
3.2.1.
correspond with their description and any applicable specification as detailed in the Order;
3.2.2.
are of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Prologis, expressly or by implication, and in this respect Prologis relies on the Supplier's skill and judgement;
3.2.3.
where they are manufactured products, are free from defects in design, materials and workmanship and remain so for twelve (12) months after delivery; and
3.2.4.
comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods;
3.3.
The Supplier will ensure that it has all necessary licenses, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement in respect of the Goods.
3.4.
The provisions of Clause 3.2 will survive any inspection, test, delivery, acceptance, use and payment by Prologis and will inure to the benefit of Prologis, its successors, assigns, and the users of Prologis’ Goods.
4.
Delivery of Goods
4.1.
The Supplier will ensure that:
4.1.1.
the Goods are properly packed, stored, transported and secured in such manner as to enable them to reach their destination in good condition;
4.1.2.
each delivery of Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods where applicable), special storage instructions (if any) and, if the Goods are being delivered in instalments as set out in the Order, the outstanding balance of Goods remaining to be delivered;
4.1.3.
if required, each delivery of the Goods will include a customs valuation invoice and any other required export/import documents;
4.1.4.
it states clearly on the delivery note any requirement for Prologis to return any packaging material for Goods to the Supplier. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier;
4.1.5.
the Goods are delivered on the date and location as detailed in the Order, during business hours or as instructed by Prologis; and
4.1.6.
title and risk in the Goods will pass to Prologis on completion of delivery.
4.2.
All Goods delivered by the Supplier are subject to inspection and acceptance/rejection by Prologis within a reasonable time after receipt. If the Goods are defective or do not conform to the Order, in whole or in part, Prologis may reject the Goods and, at Prologis’ option and without prejudice to any of Prologis’ other rights, either:
4.2.1.
require the Supplier to replace the Goods at no additional cost; or
4.2.2.
return the Goods to the Supplier for full reimbursement of any amounts paid for the returned Goods, plus transportation charges.
5.
Provision of Services
5.1.
The Supplier will from the Commencement Date and for the duration of the Agreement provide the Services to Prologis in accordance with the Agreement.
5.2.
In providing the Services, the Supplier will:
5.2.1.
cooperate with Prologis in all matters relating to the Services, comply with all instructions of Prologis and all obligations as set out in the Order;
5.2.2.
perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
5.2.3.
use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Agreement and the Supplier assumes full responsibility for the acts and omissions of all such personnel in the performance of the Services;
5.2.4.
ensure that the Services will conform with all descriptions, standards and specifications set out in the Order and that the Deliverables will be fit for any purpose that Prologis expressly or impliedly makes known to the Supplier;
5.2.5.
provide all equipment, tools and vehicles and such other items as are required for the provision of the Services;
5.2.6.
use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Prologis, will be free from defects in workmanship, installation and design;
5.2.7.
obtain and at all times maintain all licenses and consents which may be required for the provision of the Services;
5.2.8.
observe all health and safety rules and regulations and any other security requirements that apply at any of Prologis’ premises, including any trade practices, norms and any technical requirements;
5.2.9.
hold all Prologis’ materials, equipment and tools, drawings, specifications and data supplied by Prologis to the Supplier in safe custody at its own risk, maintain such materials in good condition until returned to Prologis, and not dispose of or use the materials other than in accordance with Prologis’ written instructions or authorisation; and
5.2.10.
not do or omit to do anything which may cause Prologis to lose any license, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Prologis may rely or act on the Services accordingly.
6.
Supplier Obligations on Prologis Premises
6.1.
Any Goods and/or Services performed on any premises owned by Prologis and occupied by a tenant or other occupier (the “Site”) shall be carried out with due consideration for each tenant or occupier (each an “Occupier”). The Supplier shall:
6.1.1.
maintain safe, continuous and secure access for Occupiers and other authorised users; segregate and close off the work area and control access in line with a schedule of works agreed with Prologis and the Occupier; and comply with agreed working hours (no works outside those hours);
6.1.2.
provide in advance the names/identities of all personnel attending the Site and ensure all access devices (keys, passes, swipe cards) are collected, safeguarded and promptly returned on request or on completion;
6.1.3.
comply with all Site, safety, environmental, access and security rules notified by Prologis, the Site manager or the Occupier, including rules for parking and traffic; not use common or shared areas, roadways or car parks as storage or working areas; and park vehicles only in designated areas;
6.1.4.
prevent nuisance or disturbance and ensure that no undesirable smells, smoke, dust, gas, noise, vibration, excessive light or heat, or pests emanate from the works; where dangerous appliances are used or hazardous materials stored, obtain and maintain any required authorisations, licences or permits and handle any related claims by Occupiers, neighbours or third parties;
6.1.5.
not bring to or use at the Site any prohibited, dangerous or hazardous substances (including explosives or particularly flammable substances) without Prologis’ prior written consent and only in compliance with applicable laws and Occupier safety/security instructions;
6.1.6.
keep the Site clean and tidy, take precautions to avoid spills, oil, grease or other staining and promptly remediate any such contamination; on completion, remove all tools, equipment, waste and materials and leave the Site in a clean and orderly condition with its aesthetic appearance maintained; and
6.1.7.
be responsible for the acts and omissions of its personnel and subcontractors and for any damage, fines or penalties arising from its works; and without prejudice to Clause 14 (Indemnity), hold Prologis harmless from losses suffered by Prologis in connection with the works and any detrimental consequences for the Occupiers.
6.2.
Before starting works, the Supplier shall provide to Prologis (and to the Occupier if requested):
6.2.1.
plans and detailed specifications for the proposed improvements, including: (i) method of implementation; (ii) positioning plan; (iii) projected works schedule; (iv) features of any equipment; and details of any proposed subcontractors;
6.2.2.
where required by the nature or scope of the works or by applicable law: (i) compliance reports (including electrical, air extraction/ventilation) by an inspection agency approved by Prologis; (ii) structural capacity confirmation by a technical engineering consultancy and, where relevant, an inspection agency; and (iii) validation of any adaptations to existing air-conditioning/ventilation/smoke-extraction systems;
6.2.3.
a Site and waste management plan addressing disturbance and safety measures and, where required by law, evidence of appointment/engagement of any health and safety planning supervisor; and
6.2.4.
evidence (by way of certificates of insurance) of any project-specific insurances required by applicable law or the Order for the contemplated works (which may include, where applicable, all-risks/site-risks, construction-damage insurance and any mandatory decennial/ten-year liability or business owner’s liability), and evidence that each stakeholder (including subcontractors) holds the required insurances; such certificates shall state the policy number, coverage period and insured limits and confirm premium payment.
6.3.
The Supplier shall carry out the works safely and professionally, using appropriately qualified and authorised personnel, in sufficient numbers, and in accordance with the Agreement, the agreed programme and any instructions issued by Prologis.
6.4.
Following completion, the Supplier shall, where applicable for the works performed:
6.4.1.
provide compliance certification from an inspection agency (particularly in respect of safety);
6.4.2.
deliver updated as-built documentation on a commonly used electronic medium, minutes of acceptance (with or without snagging) and, if snagging exists, minutes evidencing remediation;
6.4.3.
where a health and safety planning supervisor is required, provide an updated health and safety file (file of subsequent interventions) reflecting additions or modifications; and
6.4.4.
provide evidence of payment of any final premiums for project-specific insurances required for the works and copies of the general and specific policy terms where such insurances are mandated.
7.
Prologis’ Remedies for Deliverables
7.1.
The Supplier understands and agrees that time, quantity and quality are of the essence in the delivery of any Goods and the provision of any Services under the Agreement.
7.2.
If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the applicable date, Prologis may, without limiting or affecting other rights or remedies available to it, exercise one or more of the following rights and remedies:
7.2.1.
to terminate the Agreement with immediate effect by giving written notice to the Supplier;
7.2.2.
to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
7.2.3.
to recover from the Supplier any costs incurred by Prologis in obtaining substitute goods or services from a third party;
7.2.4.
to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and
7.2.5.
to claim damages for any additional costs, direct loss or expenses incurred by Prologis which are in any way attributable to the Supplier's failure to meet such dates.
7.3.
If the Supplier has delivered Goods that do not comply with the undertakings set out in this Agreement, then, without limiting or affecting other rights or remedies available to it, Prologis will have one or more of the following rights and remedies, whether or not it has accepted the Goods:
7.3.1.
to terminate the Agreement with immediate effect by giving written notice to the Supplier;
7.3.2.
to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
7.3.3.
to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;
7.3.4.
to refuse to accept any subsequent delivery of the Goods;
7.3.5.
to recover from the Supplier any expenditure incurred by Prologis in obtaining substitute goods from a third party; and
7.3.6.
to claim damages for any additional costs, direct loss or expenses incurred by Prologis arising from the Supplier's failure to supply Goods in accordance with Clause 3 and Clause 4.
7.4.
If the Supplier has supplied Services that do not comply with the requirements set out in this Agreement, then, without limiting or affecting other rights or remedies available to it, Prologis will have one or more of the following rights and remedies:
7.4.1.
to terminate the Agreement with immediate effect by giving written notice to the Supplier;
7.4.2.
to return the Deliverables to the Supplier at the Supplier's own risk and expense;
7.4.3.
to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services;
7.4.4.
to refuse to accept any subsequent performance of the Services;
7.4.5.
to recover from the Supplier any expenditure incurred by Prologis in obtaining substitute services or deliverables from a third party; and
7.4.6.
to claim damages for any additional costs, direct loss or expenses incurred by Prologis arising from the Supplier's failure to comply with Clause 5.
7.5.
The provisions of this Clause 7 are cumulative and are without prejudice to any other rights and remedies to which Prologis is entitled.
7.6.
These Terms shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.
8.
Invoicing and Payment Terms
8.1.
The price for Goods purchased under the Agreement will be in the Order (the “Price”). The Price will be inclusive of all costs including shipping and handling and exclusive of any Value Added Tax and other taxes, which will only be charged by the Supplier where applicable. The Price is not subject to any increases unless agreed in writing between the Supplier and Prologis. Any out-of-pocket expenses will be pre-approved by Prologis.
8.2.
The Supplier will invoice the Prologis Affiliate who issued the Order on the first day of each calendar month or at other milestones as agreed in the Order. Each invoice issued by the Supplier will include all specifications comprising the Price and, if requested, the Supplier will provide to Prologis all documentation to support the determination of the Price.
8.3.
All payment obligations of Prologis are preconditioned on the due fulfilment of all contractual obligations in the Agreement by the Supplier and Prologis will be obligated to pay only for the Services performed and/or the Goods delivered and accepted per the terms of the Agreement. No amounts other than those specified in the Agreement will be payable by Prologis to the Supplier.
8.4.
All payments of undisputed invoices are due thirty (30) days from the date of receipt, provided, however, Prologis may withhold payment for any invoiced charges that Prologis disputes in good faith.
8.5.
Prologis reserves the right to deduct or set off any amounts owed to it by the Supplier from any payments due to the Supplier under the Agreement.
8.6.
All tasks, services, roles or obligations not explicitly outlined in the Agreement but required for the appropriate delivery of the Goods are considered part of the Goods to be rendered at the agreed Price.
9.
Intellectual Property
9.1.
The Supplier agrees that, in consideration for the Price, Prologis has purchased all right, title and interest in and to all Goods, including any idea, invention, concept, design, prototype, product configuration, process, technique, procedure, system, plan, model, programme, software or code, data, specification, drawings, diagram, flow chart, documentation, or the like that are created pursuant to the Agreement (including any improvement or modification in the design of the Goods or any alternative or improved method of accomplishing the objectives under the Agreement) and any associated Intellectual Property Rights (collectively the “Inventions”), and they are the sole and exclusive property of Prologis. The term “Intellectual property rights” means any intellectual property rights or similar proprietary rights in any jurisdiction, whether registered or unregistered.
9.2.
The Supplier assigns to Prologis ownership of all right, title, and interest in the Inventions and any associated Intellectual Property Rights, and further agrees to cooperate with Prologis and to assist in the preparation and execution of all documents relating to any effort by Prologis to apply for, obtain, maintain, transfer, or enforce any Intellectual Property Right related to the Inventions at the request and expense of Prologis.
9.3.
All Intellectual Property Rights created and owned by the Supplier or its affiliates independently of the performance of the Supplier’s obligations under the Agreement (the “Supplier background IP”) will remain the exclusive property of the Supplier and will not be assigned or otherwise transferred to Prologis. The Supplier grants to Prologis a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual and irrevocable license to use the Supplier Background IP in respect of the Goods and Prologis’ use of the Goods. Such license will be effective from the first delivery under the Order. Prologis will not sub-license, assign or otherwise transfer the rights granted by this Clause 9.3.
9.4.
The Supplier will not incorporate any third-party proprietary materials, information or intellectual property into the Goods or other work product to be delivered to Prologis without Prologis’ express, prior written consent.
10.
Representations and Warranties
10.1.
General: In addition to all other warranties, representations and undertakings in the Agreement (including those specified in Clauses 3 and 5 above), any statutory warranties and any warranties implied by law, the Supplier represents and warrants that it will diligently and completely deliver all Goods and render all Services as described and defined in the Order and any amendment or change orders as agreed upon by both Parties.
10.2.
Goods Warranties: The Supplier assigns to Prologis all manufacturer warranties furnished with the Goods. If any defect or non-conformity appear within the warranty period from the later of Prologis’ receipt of the invoice or date of delivery and/or installation of such Goods, the Supplier will promptly repair, replace or otherwise correct such materials affected by defects or non-conformity at no cost to Prologis. The Supplier will pay or reimburse Prologis for all shipping and other reasonable costs incidental to such correction.
10.3.
Compliance Warranties: The Supplier further represents and warrants to Prologis that:
10.3.1.
Authorisation and Validity: the Supplier is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; the Supplier has full power and authority to execute, deliver, and perform its obligations under the Agreement; the Agreement constitutes a legal, valid and binding obligation of the Supplier, enforceable against the Supplier in accordance with its terms; the execution, delivery and performance by the Supplier of the Agreement does not conflict with any other agreement to which the Supplier is a party.
10.3.2.
AML and Anti-corruption: the Supplier is not under investigation by any governmental authority for, and has not been charged or convicted for, crimes associated with money laundering and anti-corruption, and the Supplier is in compliance with all applicable anti-money laundering and anti-corruption laws.
10.3.3.
Compliance with Sanctions Legislations: neither the Supplier nor any of its personnel are subject to any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council (UNSC), the European Union (EU), Her Majesty’s Treasury (HMT), or other relevant sanctions authority (collectively “Sanctions”), nor is the Supplier or any of its personnel located, organized or resident in a country or territory that is the subject of Sanctions. Neither the Supplier nor any of its personnel has violated any Sanctions.
10.3.4.
Compliance with Laws and Policies: in performing its obligations under the Agreement, the Supplier will (a) comply with all applicable laws, statutes and regulations from time to time in force; and (b) comply with Prologis Supplier Code of Conduct, as available at: https://www.prologis.com/sustainability/governance-ethics.
10.3.5.
Non-Infringement: the Supplier guarantees that no pending or threatened claim or lawsuit for product infringement or misappropriation of Intellectual Property Rights exists with regards to the Goods. The Supplier also assures that the Goods will not infringe or misappropriate any third-party Intellectual Property Rights.
10.4.
The warranties set out in this Clause 10 will remain in effect after inspection, test, delivery, acceptance, use of, and payment for, the Goods by Prologis.
11.
Confidentiality
11.1.
The term “Confidential information” includes any details related to Prologis’ business and products, the existence and content of the Agreement and any technical, commercial or financial details such as the Orders and pricing terms which will be disclosed between the Parties pursuant to the Agreement.
11.2.
The Supplier commits to:
11.2.1.
strictly maintaining the confidentiality of all Confidential Information;
11.2.2.
using the Confidential Information solely to fulfil its obligations under the Agreement; and
11.2.3.
avoiding the disclosure of any Confidential Information to any third party, except where necessary to undertake its contractual obligations or when legally required, provided that the Supplier: (a) gives reasonable prior notice to Prologis of the forthcoming disclosure (to the extent legally permissible); and (b) only discloses that portion of the Confidential Information required to be disclosed.
11.3.
Any unauthorised disclosure of the Confidential Information by the Supplier's directors, officers, employees, subcontractors, representatives, invitees, agents and personnel will be considered a breach by the Supplier.
11.4.
Upon the Agreement’s termination or expiry, at the request of Prologis, all Confidential Information must be returned or destroyed, unless its retention is necessary under applicable laws, for the completion of remaining obligations or which is stored due to automatic electronic archiving and back-up processes.
11.5.
The Supplier's confidentiality obligations will continue for two (2) years beyond the expiration or termination of the Agreement.
11.6.
The Supplier will not use or publicly display (in advertisements, press releases or otherwise) Prologis’ name, trademarks, service marks or logos without Prologis’ prior written consent.
12.
Term and Termination
12.1.
Any Order will be effective from the Commencement Date until the completion of the supply of Goods and/or performance of Services, as applicable, unless terminated sooner in any of the following circumstances:
12.1.1.
termination by mutual written agreement between the Parties;
12.1.2.
termination for convenience by Prologis, in whole or in part, with a prior written notice of one (1) calendar month;
12.1.3.
immediately in case the other Party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so;
12.1.4.
immediately by Prologis, if the Supplier: (a) repudiates or threatens to breach any of the terms of the Agreement; (b) suspends or ceases to carry on all or a substantial part of its business; or (c) if there is a change of control of the Supplier; or
12.1.5.
immediately by either Party if the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, obtaining a moratorium, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business.
12.2.
Upon expiry or termination of an Order, Prologis’ right to purchase the Goods will immediately terminate. Prologis will be liable for payment for Goods delivered prior to the termination date provided such Goods conform to the required specifications. In case of partial termination or partial expiry of an Order, the Supplier will continue to provide the Goods still covered by the remaining portion of the Order to Prologis unless Prologis chooses to terminate the Order in its entirety in accordance with this Clause 12. At the request of Prologis, the Supplier will provide reasonable transfer assistance to a new supplier in respect of the Goods as may be required by Prologis for business continuity.
12.3.
Except as expressly set out in this Clause 12, Prologis will not be liable for and will not be required to make payments to the Supplier, directly or on account of claims by the Supplier’s subcontractors, for any other alleged losses or costs including any exit charges resulting from the termination of the Agreement or otherwise. Prologis’ obligation to the Supplier upon termination will not exceed the obligation Prologis would have had to the Supplier in the absence of termination.
13.
Specific Terms
If the jurisdiction of the Agreement, as determined in accordance with Clause 19, is one of the countries for which additional terms are set out in the Annex (“Country Terms”), then the Country Terms for that jurisdiction, as set out in the Annex, will automatically form part of these Terms and the Agreement. In the event of any discrepancy between these Terms and the applicable Country Terms, the Country Terms shall prevail.
14.
Indemnity
14.1.
The Supplier will indemnify Prologis (and any of their directors, officers, employees, contractors, representatives, invitees, agents and customers) against all liability, claims, losses, costs, and expenses (excluding any indirect or consequential damages or loss of profit), including reasonable expert and attorneys’ fees, incurred by Prologis arising out of or in connection with:
14.1.1.
the Supplier’s noncompliance or breach of any representation, warranty or obligation under the Agreement;
14.1.2.
any product liability claim, product recall, corrective action, or other voluntary or involuntary action or effort in which Prologis participates with respect to the Goods;
14.1.3.
any infringement or misappropriation of any Intellectual Property Rights relating to any Goods or any portion thereof; and
14.1.4.
any personal injury claim, including death or injury, or damage to property, caused by the Supplier, its employees, agents, subcontractors, or in any way attributable to the performance of the Supplier, its employees, agents, or subcontractors.
14.2.
If a product becomes, or in Supplier’s reasonable opinion is likely to become, the subject of a claim of infringement or misappropriation of any Intellectual Property Right, the Supplier will, at its sole expense, either: (a) promptly procure for Prologis the right to continue to use the product; or (b) replace or modify the product to make it non-infringing, provided that the modified product meets the specifications and all other requirements under the Agreement.
15.
Insurance
During the term of the Agreement, and for a period of two (2) years after the Agreement’s termination, the Supplier will provide, pay for, and maintain in full force and effect with a reputable insurance company, adequate insurance covering any liabilities that may arise under or in connection with the Agreement including general liability, public liability, product liability, product recall, employment liability (inclusive of worker’s compensation) and cyber losses. The Supplier agrees to submit certificates of insurance evidencing its insurance coverage to Prologis, when and as requested.
16.
Force Majeure
Neither Party will be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform its obligations and responsibilities under the Agreement due to causes beyond its reasonable control, including acts of God, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, performance date(s) will be extended as reasonably necessary to compensate for the delay; provided that such event causes a delay of greater than ten (10) business days, Prologis will have the right to terminate the Agreement by written notice to the Supplier.
17.
Subcontracting
17.1.
The Supplier may subcontract parts of the Goods and/or Services only with Prologis’ prior written consent and subject to this Clause 17.
17.2.
Where subcontracting is permitted:
17.2.1.
the Supplier remains fully responsible and liable to Prologis for all acts, omissions and performance of its subcontractors as if they were its own;
17.2.2.
the Supplier shall ensure that no more than two tiers of subcontracting are engaged without Prologis’ prior written approval; and
17.2.3.
the Supplier shall pass down to its subcontractors all obligations necessary to ensure compliance with this Agreement (including insurance, safety, confidentiality, compliance with law and Prologis’ Code of Conduct).
17.3.
The Supplier shall provide to Prologis, in advance of any subcontracted works:
17.3.1.
details of each proposed subcontractor, including name, address, qualifications, insurance cover and financial standing;
17.3.2.
a copy of the subcontract agreement (executed or in agreed form), together with the subcontractor’s terms of payment; and
17.3.3.
evidence of all required insurances and certifications held by the subcontractor.
17.4.
The Supplier shall ensure that:
17.4.1.
each subcontractor maintains the same insurance and professional qualification requirements as apply to the Supplier under this Agreement;
17.4.2.
all subcontractors comply with all applicable labour, employment, health & safety, social security and tax laws, including any statutory site health and safety coordination or supervisory requirements in the jurisdiction where the works are performed; and
17.4.3.
each subcontractor is paid promptly in accordance with its approved terms, it being understood that Prologis will have no responsibility for payment to subcontractors.
17.5.
The Supplier shall supervise and coordinate the performance of all subcontractors, including transmission of orders, site reports, inspector’s opinions and technical information, and shall ensure safe, competent and timely execution of the subcontracted works.
17.6.
Prologis may refuse consent to any proposed subcontractor in its reasonable discretion, including where Prologis considers the subcontractor unsuitable due to competence, quality or financial soundness. Prologis is not obliged to provide reasons for such refusal.
17.7.
Any breach by the Supplier of this Clause 17 will entitle Prologis, without prejudice to its other rights, to require full performance by the Supplier itself or to terminate the Agreement in whole or in part in accordance with Clause 12 (Term and Termination).
18.
Data Privacy
The Parties declare that they comply with their obligations related to personal data protection, each for the part under their responsibility. The Parties mutually acknowledge that the personal data provided by them to enter into and implement the Agreement will be processed by them as autonomous data controllers in compliance with the applicable laws on the protection of personal data, including General Data Protection Regulation (EU) 2016/679 (“EU GDPR”) and/or the General Data Protection Regulation retained in the law of the United Kingdom as defined in the United Kingdom Data Protection Act 2018 (“UK GDPR”). Such data will be processed exclusively to enter into and manage the contractual relationship referred to in the Agreement and to fulfil the legal and administrative obligations to which the Parties are subject. The data will be stored, in accordance with the provisions of current legislation, for a period of time not exceeding that necessary to achieve the purposes for which they are processed, after which they will be permanently deleted. If personal data is to be collected and/or processed (1) jointly by the Parties or (2) by a Party on behalf of the other, prior to the collection/processing of such data, the Parties will enter into the appropriate agreement (as prescribed by applicable data privacy regulations, including the EU GDPR and/or the UK GDPR) and will further comply with such data privacy regulations wherever necessary and/or applicable.
19.
Jurisdiction and Dispute Resolution
The Agreement and any disputes, claims or controversies arising out of or relating to the Agreement, will be governed and interpreted according to the laws of the jurisdiction in which the Goods and/or Service are delivered, as provided for in the Order. The Parties expressly agree to submit to the exclusive jurisdiction of the courts located within such jurisdiction for any such disputes, claims or controversies. The Parties further waive any objections to venue or inconvenient forum in these courts. The application of the United Nations Convention on Contracts for the International Sale of Goods, adopted in Vienna in 1980, is expressly excluded.
20.
Miscellaneous
20.1.
Amendments. An Order may be amended only by agreement in writing between Prologis and the Supplier, however Prologis reserves the right to make changes to an Order, including to the quantities, specifications and place of delivery, in which case the Supplier may agree to the changes within a given time period. If the change is not confirmed, Prologis reserves the right to cancel the Order, or to retain the terms of the original Order, at the discretion of Prologis, paying justified compensation to the Supplier based on the costs (if any) incurred to date by the Supplier in partially fulfilling the Order.
20.2.
No Waiver. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
20.3.
Audit Rights. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Deliverables, and the Supplier shall allow Prologis to inspect such records at all reasonable times on request.
20.4.
Non-Solicitation. The Parties agree that during the term of the Agreement and for a period of one (1) year after its termination, neither Party will, directly or indirectly, attempt to employ or engage, or solicit for employment or engagement, any employee or independent contractor of the other Party, or persuade any such employee or independent contractor to terminate employment or contractual relations with the other Party. This provision will not apply to individuals who respond to general advertisements placed by a Party that were not specifically directed towards the employees or contractors of the other Party.
20.5.
Assignment and Other Dealings. Prologis may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights and obligations under the Agreement. The Supplier shall not assign, transfer, mortgage, charge, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without the prior written consent of Prologis.
20.6.
Independent Contractor. The Supplier is an independent contractor, and nothing in this Agreement will be construed to create a partnership, agency, joint venture, pooling, franchise, employer-employee or any other legal relationship or association between the Parties. Neither Party has the power or authority to act for, represent, or bind the other Party (or its Affiliates) in any manner.
20.7.
Severability. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision of the Agreement is deemed deleted under this clause 20.7, the Parties shall negotiate in good faith to achieve, to the greatest extent possible, the intended commercial result of the original provision.
20.8.
Notices. Any notice given to a Party in connection with the Agreement shall be in writing and shall be: (a) delivered by hand or by courier or other next working day delivery service at the registered office (if a company) or its principal place of business (in any other case) of the Supplier and Prologis entity as detailed in the Order; or sent by email to the email addresses for the Supplier and the Prologis entity set out in the Order (or an address and/or email address substituted in writing by the Party to be served). Any notice shall be deemed to have been received: (a) if delivered by hand, at the time the notice is left at the proper address; (b) if sent by courier or other next working day delivery service, at 09.00 hours on the second business day after posting; or if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
20.9.
No Third-Party Beneficiaries. Unless it expressly provides otherwise, this Agreement is not intended and will not be construed to give to any person other than Supplier, and/or Prologis (as applicable) any rights, remedies or other benefits.
20.10.
Survival. The obligations, representations, warranties, and covenants of the Supplier under these Terms that by their nature are intended or reasonably expected to survive the expiration or termination of each Agreement will survive the expiration or termination of each such Agreement, including: (a) the obligations, representations, warranties, and covenants of the Supplier with respect to Goods delivered to or ordered by the Supplier prior to such expiration and termination; including those set out in Clauses 3 (Supply of Goods) and 5 (Provision of Services); and (b) the obligations, representations, warranties, and covenants of Supplier in Clauses 7 (Remedies), 9 (Intellectual Property), 10 (Representations and Warranties), 11 (Confidentiality), 12 (Term and Termination), 14 (Indemnity), 15 (Insurance), 19 (Jurisdiction and Dispute Resolution) and this Clause 20.10.
20.11.
Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, understandings, or agreements by the Parties, whether written or oral, with respect to its subject matter.
ANNEX – COUNTRY SPECIFIC TERMS (IF APPLICABLE)
The following Country Terms apply only where the Agreement is governed by the law of the relevant country. They amend or supplement the Terms to the extent necessary to comply with local law requirements. Where applicable, these Country Terms shall prevail over the Terms in the body of the Agreement.
France
Provisions specific to subcontracting:
1.
The Supplier may only subcontract the performance of certain parts of the Agreement with the prior written consent of Prologis and in accordance with the conditions set out below. Under no circumstances may it subcontract all of the Services entrusted to it.
2.
The number of subcontractors may not exceed two.
3.
A subcontractor who wishes to subcontract is a prime contractor with regard to his own subcontractors. He must therefore have his subcontractor accepted and the terms of payment for each subcontract approved by Prologis.
4.
The Supplier remains responsible to Prologis for the subcontracted part of its Agreement. The Supplier shall also be personally responsible for transmitting orders, site reports, technical inspector's opinions and all other necessary information to subcontractors.
5.
The subcontractor is subject to the same insurance and professional qualification obligations as those defined in the Agreement, as is the Supplier who holds the Agreement and who must ensure this.
6.
In the event of pledging, the part of the Agreement that can be pledged by the Supplier is limited to the part of the work that he personally carries out.
7.
In addition, the Supplier undertakes to require its subcontractors to comply strictly with the provisions of the French Labour Code and Social Security Code. In any event, the remuneration of these subcontractors will remain the exclusive responsibility of the Supplier, who alone is responsible for the perfect and total execution of the subcontracted obligations.
8.
Acceptance of the subcontractor and approval of its terms of payment: Pursuant to Law No. 75-1334 of December 31, 1975 on subcontracting (the "Act"), the Supplier is reminded that, prior to the conclusion of any subcontract, and prior to any intervention on the Site, the Supplier is bound by the following obligations:
8.1
each subcontractor must be approved by Prologis (art. 3 of the Act);
8.2
have Prologis approve the subcontractor's terms of payment (art. 3 of the Act);
8.3
guarantee, by means of a personal and joint surety from a qualified institution, the payment of subcontractors, up to the amount of their services, since the delegation of payment by the project owner cannot be set up, and provide the project owner with a copy of this surety (art. 14 of the Act). In the event that the bond is not communicated, Prologis will be authorized to withhold payment until the date on which the bond is communicated;
8.4
communicate the amount of the subcontracted contract;
8.5
communicate unsigned subcontracts;
8.6
communicate signed contracts as soon as possible and, in any event, they will be available to the project owner at any time on Site and no later than the day before the start of the work covered by the subcontract; and
8.7
provide insurance certificates for subcontractors.
To this end, the Supplier shall provide Prologis with the information described above prior to any intervention on the Site so that Prologis may accept or reject the subcontractor. Prologis' silence shall never constitute acceptance of the subcontractor, nor approval of its terms of payment. Prologis reserves the right to refuse to approve the proposed company, in particular if it considers that the subcontractor proposed by the Supplier does not present satisfactory conditions in terms of competence, quality or financial soundness. Prologis will not be required to give reasons for its decision.
9.
Informing the CSPS: Where applicable, before any work is carried out by an approved subcontractor whose payment terms have been approved, the Supplier must provide the CSPS with all the subcontractor's contact details, as well as the nature of the subcontracted work and the number of workers expected to carry it out. The Supplier must also notify the CSPS of the dates on which work will be carried out, and must supervise the proper performance of subcontractors' obligations, particularly in terms of safety.
10.
Penalties in the event of non-compliance: If the Supplier fails to comply with the above obligations, Prologis may either require full performance of the Agreement by the incumbent Supplier or terminate the Agreement.
11.
Subcontractor contracts: Subcontractor contracts are drawn up and signed by the Agreement or before any work is carried out on site.
12.
Supplier's suppliers: In accordance with article 1792-4 of the French Civil Code, the above stipulations also apply to suppliers of elements which may entail joint and several liability (prefabricators, component manufacturers, etc.).
Belgium
Scope and Compliance:
The Supplier shall comply with all mandatory provisions of Belgian law applicable to the performance of its obligations under the Agreement, including but not limited to the Law of 4 August 1996 on the Well-being of Workers, the Code on Well-being at Work, the Royal Decrees on Temporary or Mobile Construction Sites, and all relevant social security, employment, and environmental regulations.
Subcontracting:
1.
The Supplier may subcontract parts of its obligations only with the prior written consent of Prologis. The Supplier remains fully responsible and liable to Prologis for the acts, omissions, and performance of its subcontractors.
2.
Any subcontracting arrangement must comply with Belgian legislation on:
2.1.
Registration and joint liability in the construction sector (Articles 30bis and 30ter of the Social Criminal Code);
2.2.
Posting of Workers (Law of 5 March 2002); and
2.3.
Social and tax obligations applicable to subcontractors.
Health, Safety, and Site Obligations:
1.
Where Services or works are carried out on any Site owned or managed by Prologis, the Supplier must:
1.1.
respect all obligations under the Belgian health and safety regulations (Codex Welzijn op het Werk);
1.2.
designate a competent prevention advisor or safety coordinator, where legally required;
1.3.
ensure that all personnel hold valid work permits, safety certifications, and personal protective equipment as required under Belgian law; and
1.4.
maintain safe and continuous access for all occupants of the Site.
Insurance:
The Supplier shall maintain insurance coverage in accordance with Belgian law and practice, including, where applicable, decennial liability insurance (as per Article 1792 of the Belgian Civil Code and the Law of 9 May 2019) and mandatory third-party liability insurance. Certificates of insurance must be provided to Prologis upon request.
Invoicing and Taxes:
All invoices issued by the Supplier under this Agreement shall comply with Belgian VAT legislation (Article 53 of the Belgian VAT Code). Prologis reserves the right to withhold any amounts required under applicable tax or social laws.
Language:
The Parties agree, and the Supplier expressly accepts, that this Agreement and all related documents are drafted and executed in English. The use of the English language is intended for clarity in international commercial practice and shall not affect the validity or enforceability of the Agreement under Belgian law.
Netherlands
Compliance with Dutch Legislation:
The Supplier shall comply with all applicable provisions of Dutch law, including the Dutch Civil Code (Burgerlijk Wetboek), the Working Conditions Act (Arbeidsomstandighedenwet), the Working Conditions Decree (Arbeidsomstandighedenbesluit), and all relevant environmental, social security, and tax regulations.
Subcontracting and Health & Safety:
1.
Where Services or works are performed in the Netherlands, the Supplier shall ensure compliance with all Dutch health, safety, and welfare standards, including preparation of a risk inventory and evaluation (RI&E) where required.
2.
Any subcontracting shall comply with the Chain Liability Act (Wet Ketenaansprakelijkheid) and the Wage and Minimum Holiday Allowance Act (Wet Minimumloon en Minimumvakantiebijslag), ensuring proper registration and payment of wages and social premiums.
Insurance:
The Supplier shall maintain adequate insurance coverage as required under Dutch law and industry practice, including general liability, professional indemnity, and where applicable, construction all-risks insurance. Certificates of insurance shall be provided to Prologis upon request.
Invoicing and Taxes:
All invoices must comply with Dutch VAT legislation (Wet op de Omzetbelasting 1968). Prologis may withhold or set off any amounts required under applicable tax or social legislation.
Spain
For Agreements governed by Spanish law, the provisions below shall replace the corresponding provisions in the Terms.
8.
Invoicing and Payment Terms
8.2
The Supplier will invoice the Prologis Affiliate who issued the Order on the first day of each calendar month or at other milestones as agreed in the Order. Each invoice issued by the Supplier will include all specifications comprising the Price and, if requested, the Supplier will provide to Prologis all documentation to support the determination of the Price.
Each invoice issued will be accompanied with certificates referred in Section 42 of Royal Legislative Decree 2/2015, of October 23, 2015 on the Consolidated Text of the Workers' Statute evidencing that Supplier and subcontractors are each up to date in payments with the General Treasury of the Social Security (the “Social Security Certificates”) and certificates referred in Section 43.1 f) of Act 58/2003, on General Taxation evidencing that Supplier and subcontractors are up to date in their respective tax obligations (the “Tax Certificates”).
Each invoice issued will be accompanied with certificates referred in Section 42 of Royal Legislative Decree 2/2015, of October 23, 2015 on the Consolidated Text of the Workers' Statute evidencing that Supplier and subcontractors are each up to date in payments with the General Treasury of the Social Security (the “Social Security Certificates”) and certificates referred in Section 43.1 f) of Act 58/2003, on General Taxation evidencing that Supplier and subcontractors are up to date in their respective tax obligations (the “Tax Certificates”).
8.5
Prologis reserves the right to deduct or set off any amounts owed to it by the Supplier from any payments due to the Supplier under the Agreement.
Prologis is entitled to withhold from the Supplier’s invoice the amount all and any direct claims received by Prologis from any Supplier’s subcontractor.
Prologis is entitled to withhold payment of all and any amounts that may appear as outstanding in the Tax Certificates and or in the Social Security Certificates. A generic reference in the Social Security Certificates and or in the Tax Certificates to the existence of an outstanding debt without any associated figure entitles Prologis to suspend payment in full.
Prologis is entitled to withhold from the Supplier’s invoice the amount all and any direct claims received by Prologis from any Supplier’s subcontractor.
Prologis is entitled to withhold payment of all and any amounts that may appear as outstanding in the Tax Certificates and or in the Social Security Certificates. A generic reference in the Social Security Certificates and or in the Tax Certificates to the existence of an outstanding debt without any associated figure entitles Prologis to suspend payment in full.
10.
Representations and Warranties
10.3.1
Authorisation and Validity: the Supplier is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and is in possession of all registrations and certificates required to perform the Services or deliver the goods (this including, where applicable the registration with the “Registro de Entidades Creditadas"); the Supplier has full power and authority to execute, deliver, and perform its obligations under the Agreement; the Agreement constitutes a legal, valid and binding obligation of the Supplier, enforceable against the Supplier in accordance with its terms; the execution, delivery and performance by the Supplier of the Agreement does not conflict with any other agreement to which the Supplier is a party.
17.
Subcontracting
17.2.2
the Supplier shall ensure that no more than two (2) tiers of subcontracting (or lesser number of tiers established by applicable subcontracting legislation) are engaged; and
17.2.3
the Supplier shall pass down to its subcontractors all obligations necessary to ensure compliance with this Agreement (including insurance, safety, confidentiality, compliance with law and Prologis’ Code of Conduct) and carry out all necessary or convenient training in health and safety precautions to all personnel and subcontractor’s personnel.
17.4.3
each subcontractor is paid promptly in accordance with its approved terms, it being understood that Prologis will have no responsibility for payment to subcontractors. The Supplier shall produce to Prologis a waiver in writing signed by each subcontractor to any subcontractor claim under Section 1,597 Civil code.