Whereas , the Australian Environmental Labelling Association (“ AELA ”) is a non-profit organization founded and operated under the supervision of the stakeholder council of the organisation with the purpose to contribut e towards the realization of a sustainable environment through market environmental transparency, environmental research and study of industry environmental stewardship, cleaner production and sustainable consumption activities in Australia as well as abroad, to also disseminate information on environmental impacts of consumption activities , and to also promote sustainable consumption in Australia as well as abroad through certification and information dissemination on products which have less adverse impact on the environment .
Whereas, AELA is the owner of the ecolabel identified as Good Environmental Choice in Australia and is operating the Good Environmental Choice Program in Australia .
Whereas, suppliers of certain products that comply with Good Environmental Choice products specific criteria and requirements (the “Good Environmental Choice Criteria") may be granted a license to use the Good Environmental Choice Certification Mark in connection with such products;
Whereas, Environment and Development Foundation (“EDF”) is a no t-for -profit organization founded with the purpose to promote sustainable consumption in Taiwan as well as abroad through certification and information dissemination on products which have less adverse impact on the environment .
Whereas, the Environmental Protection Administration, Taiwan is the owner of its officially patented e co l abel identified as the Green Mark and the Green Mark P rogram in Taiwan and EDF has been authorized to manage and operate the Green Mark P rogram, which includes also the right to use and sublicense use of the Green Mark; and
Whereas, suppliers of certain products that comply with the Green Mark product specific criteria and requirements (the “ Green Mark Criteria”) may be granted a license to use the Green Mark in connection with such products;
In consideration of the parties' mutual desire to cooperatively promote and facilitate the production and marketing of products that are better for the environment, both parties agree as follows:
In this Agreement,
"Agreement” means this a greement , which may be amended or supplement ed from time to time upon written mutual agreement of the parties hereto ;
" Ecolabel” refers to the graphic emblem or seal of the e co l abe l ling p rogram , which is used on or in association with a product to acknowledge that product's compliance with relevant c riteria;
" Ecolabelling program” refers to the Good Environmental Choice Program in Australia or the Green Mark Program in Taiwan ;
“License” refers to a license under which the right to bear the Good Environmental Choice Certification Mark or Green Mark on a product is granted by AELA or EDF, as the case may be;
“ License fee” means the fees paid to the licensing organization, including but not limited to annual fee, marketing fee and certificate issuance fee;
“ Verification fee” means the fees paid to the verification organization, including but not limited to document review and on-site audit fee s;
"Party” means AELA or EDF;
"Product” means any good s or service .
Section 1.1 The scope of this a greement covers all current and proposed aspects of the Good Environmental Choice P rogram in Australia and Green Mark Program in Taiwan .
2.0 Recognition and Acceptance:
Section 2.1 Both parties recognize and accept the other party's operational system and procedures as transparent, open and credible.
Section 2.2 AELA recognizes and accepts EDF as a verifier on behalf of Good Environmental Choice in Taiwan , and EDF recognizes and accepts AELA as a verifier on behalf of Green Mark in Australia .
Section 2. 3 AELA shall verify the compliance of the applicant product seeking Green Mark in Australia in accordance with the Green Mark Criteria and submit a verification report and an endorsement letter to EDF, and EDF shall verify the compliance of the applicant product seeking Good Environmental Choice Certification Mark in Taiwan in accordance with the Good Environmental Choice Criteria and submit a verification report and an endorsement letter to AELA.
3.0 License Application:
Section 3.1 AELA authorizes EDF to accept an application for the l icense on behalf of AELA in Taiwan , and EDF authorizes AELA to accept an application for the l icense on behalf of EDF in Australia .
4.0 Granting License:
Section 4.1 If and when an application for the l icense is submitted to AELA from EDF accompanied with a verification report and an endorsement letter issued by EDF verifying the p roducts is determined as having passed and satisfied the Good Environmental Choice criteria, AELA shall, at its sole discretion, grant the l icense to such p roducts so long as the p roducts does not pose any particular reason for rejection of the l icense and so far as it satisfies the Good Environmental Choice Criteria.
Section 4.2 If and when an application for the l icense is submitted to EDF from AELA accompanied with a verification report and an endorsement letter issued by AELA verifying the p roduct is determined as having passed and satisfied the Green Mark Criteria, EDF shall, at its sole discretion, grant the l icense to such p roducts so long as the p roducts does not pose any particular reason for rejection of the l icense and so far as it satisfies the Green Mark Criteria.
5 .0 Warranty :
Section 5 .1 Each p arty warrants that the verification report and endorsement letter as described above accompanying the applications are true and correct .
Section 5.2 EDF shall, upon request of AELA , monitor and audit the p roducts veri fied by EDF as having passed and satisfied the Good Environmental Choice Criteria , and AELA shall, upon request of EDF, monitor and audit the p roducts veri fied by AELA as having passed and satisfied the Green Mark Criteria.
Section 5.3 Each p arty will notify the other when the p roducts certified through this a greement fall out of compliance.
6.0 Consultation Section :
Section 6.1 Both p arties should meet, at least once every two years, to evaluate the progress of this a greement and share monitoring information .
7 .0 Free Trade Barriers:
Section 7 .1 Measures are considered to be trade barriers when they unfairly disadvantage or restrict the access of the p roducts into a foreign market, hence both parties agree to:
• Ensure decision-making processes relating to criteria development, certification and authorization of product suppliers to use the appropriate ecolabel on their certified product(s), are transparent;
• Keep ecolabelling programs and relevant non-confidential information open and readily accessible to all applicants and other interested parties including both domestic and foreign companies; and
• Incorporate relevant guiding principles established by the International Organization of Standardization (ISO), the Global Eco l abe l ling Network (GEN), and the World Trade Organization (WTO).
8 .0 Fees:
Section 8 .1 License f ees are to be paid to, and collected by, the p arty offering the ecolabel being sought by the applicant.
Section 8 .2 License f ees must be determined and charged in a consistent and fair manner , which does not unjustly discriminate against a foreign applicant.
Section 8 .3 Verification fees are to be determined by and directly paid to the p arty who performs the relevant work.
9 .0 No Authority to License Other Party's Eco Label :
Section 9 .1 Neither p arty has the authority to license the use of the other p arty's e co l abel.
10 .0 Termination:
Section 10 .1 Termination upon Agreement Anniversary : This a greement may be terminated upon the annual anniversary date of this a greement by either p arty providing three (3) months advance written notice of intent to the other p arty.
Section 10 .2 Termination for Bankruptcy : This a greement may be terminated by either party if the other party voluntarily enters into proceedings in bankruptcy or insolvency.
Section 10 .3 Termination for Change in Status: This a greement will terminate if either party ceases to have the authority to manage and operate the e co l abe l ling p rogram.
Section 11.1 Any claim, disputes or controversy arising between the parties hereto out of or in connection with this a greement, or breach thereof, which cannot be amicably settled by the parties, shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitration shall take place in Canberra , Australia if AELA is the respondent and in Hsinchu , Taiwan if EDF is the respondent. The award thereof shall be final and binding upon the parties and judgment on such award may be entered in any court or tribunal having jurisdiction thereof.
12 .0 Miscellaneous Provisions:
Section 12 .1 Notice : Any notice, communications or demand given or made pursuant to this a greement shall be in writing and sent by certified airmail , electronic mail or facsimile telecommunications.
Section 12 .2 Term : This a greement comes into effect on the date of execution, and remains effective until terminated under the conditions identified in Sections 10 .1, 10 .2 or 10 .3.
Section 12 .3 Survival : The termination of this a greement shall not affect the survival and enforceability of any provision of this a greement , which is exp ress ly or impliedly intended to remain in force after such termination.