SUPPLIER CODE OF CONDUCT

[ORGANIZATION NAME]

Version: 1.0
Effective Date: ________________
Last Updated: 2026-01-22

MESSAGE FROM LEADERSHIP

[Insert message from CEO or Chief Procurement Officer regarding the importance of responsible supply chain management]

Dear Supplier Partner,

_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________

1. INTRODUCTION

1.1 Purpose

This Supplier Code of Conduct ("Code") establishes the minimum standards that [Organization Name] ("Company") expects from all suppliers, contractors, vendors, and their subcontractors (collectively "Suppliers") in the areas of ethics, labor practices, health and safety, environmental stewardship, and management systems.

1.2 Scope

This Code applies to:

☐ All direct suppliers providing goods or services to the Company
☐ All agents, subcontractors, and sub-suppliers engaged by Suppliers
☐ All facilities involved in producing goods or providing services to the Company
☐ All workers at Supplier facilities, including employees, contractors, and temporary workers

1.3 Commitment

The Company is committed to responsible sourcing and expects its Suppliers to:

☐ Comply fully with applicable laws and regulations
☐ Meet the standards set forth in this Code
☐ Continuously improve their practices
☐ Extend these requirements to their own suppliers

1.4 Relationship to Law

Where local law and this Code address the same topic, the higher standard shall apply. Where local law conflicts with this Code, Suppliers shall comply with local law and inform the Company.

2. ETHICS AND BUSINESS INTEGRITY

2.1 Legal Compliance

Suppliers shall:

☐ Comply with all applicable laws, regulations, and legal requirements
☐ Maintain all licenses and permits required for their operations
☐ Know and understand the laws applicable to their business

2.2 Anti-Corruption and Anti-Bribery

Suppliers shall:

☐ Conduct business with integrity and without bribery or corruption
☐ Not offer, pay, solicit, or accept bribes or kickbacks
☐ Not make facilitation payments
☐ Comply with anti-corruption laws (including the U.S. Foreign Corrupt Practices Act, UK Bribery Act, and local laws)
☐ Implement anti-corruption policies and controls
☐ Report any requests for improper payments to the Company

2.3 Gifts and Entertainment

Suppliers shall:

☐ Not offer gifts, hospitality, or entertainment intended to improperly influence business decisions
☐ Ensure any gifts or entertainment are reasonable, infrequent, and lawful
☐ Comply with the Company's gift policy

2.4 Conflicts of Interest

Suppliers shall:

☐ Avoid conflicts of interest that may impair judgment or objectivity
☐ Disclose any actual or potential conflicts to the Company
☐ Not engage Company employees in outside business without approval

2.5 Fair Competition

Suppliers shall:

☐ Compete fairly and comply with antitrust and competition laws
☐ Not engage in price-fixing, market allocation, or bid-rigging
☐ Not misrepresent products, services, or prices

2.6 Intellectual Property and Confidentiality

Suppliers shall:

☐ Respect intellectual property rights
☐ Protect the Company's confidential information
☐ Use confidential information only for intended purposes
☐ Not counterfeit products or infringe trademarks

2.7 Data Privacy

Suppliers shall:

☐ Protect personal data in accordance with applicable privacy laws
☐ Implement appropriate data security measures
☐ Report data breaches promptly
☐ Process personal data only as authorized

2.8 Accurate Records and Transparency

Suppliers shall:

☐ Maintain accurate business records
☐ Not falsify records or misrepresent facts
☐ Provide truthful information to the Company
☐ Disclose material information affecting the business relationship

3. LABOR AND HUMAN RIGHTS

3.1 Human Rights Commitment

Suppliers shall respect internationally recognized human rights as expressed in:

☐ UN Universal Declaration of Human Rights
☐ UN Guiding Principles on Business and Human Rights
☐ ILO Declaration on Fundamental Principles and Rights at Work

3.2 Prohibition of Forced Labor

Suppliers shall:

☐ Not use forced, bonded, indentured, or involuntary labor
☐ Ensure all work is voluntary
☐ Allow workers to leave employment with reasonable notice
☐ Not retain workers' identity documents, passports, or travel documents
☐ Not require workers to pay recruitment fees or deposits
☐ Provide workers with employment contracts in a language they understand
☐ Not use threats, violence, or intimidation against workers
☐ Not restrict workers' freedom of movement

3.3 Prohibition of Child Labor

Suppliers shall:

☐ Not employ workers below the minimum legal working age
☐ Not employ workers under 15 years of age (or 14 where permitted by ILO Convention 138)
☐ Verify worker ages through documentation
☐ Protect young workers (15-18) from hazardous work
☐ Comply with applicable laws regarding working hours for young workers
☐ Support remediation if child labor is discovered

3.4 Freedom of Association and Collective Bargaining

Suppliers shall:

☐ Respect workers' right to form and join trade unions
☐ Respect workers' right to bargain collectively
☐ Not discriminate against union members or representatives
☐ Not interfere with peaceful union activities
☐ Provide alternative means for communication where law restricts these rights

3.5 Non-Discrimination

Suppliers shall:

☐ Not discriminate in hiring or employment based on:
- Race or ethnicity
- Color
- Gender or sex
- Sexual orientation
- Gender identity
- Age
- Disability
- Religion
- Political opinion
- National or social origin
- Pregnancy or marital status
- Union membership
- Any other protected characteristic

☐ Make employment decisions based on ability and qualifications
☐ Provide reasonable accommodations for disabilities
☐ Prevent harassment based on any protected characteristic

3.6 Humane Treatment

Suppliers shall:

☐ Treat all workers with dignity and respect
☐ Not engage in physical or verbal abuse
☐ Not use corporal punishment, mental coercion, or threats
☐ Not engage in sexual harassment or abuse
☐ Maintain disciplinary policies that are fair and lawful

3.7 Working Hours

Suppliers shall:

☐ Comply with applicable laws on working hours
☐ Not exceed 60 hours per week (including overtime) except in emergencies
☐ Provide at least one day off per seven-day period
☐ Ensure overtime is voluntary
☐ Maintain accurate working time records

3.8 Wages and Benefits

Suppliers shall:

☐ Pay at least the minimum wage required by law
☐ Provide legally mandated benefits
☐ Pay wages directly to workers in a timely manner
☐ Provide clear wage statements
☐ Not make unlawful deductions from wages
☐ Comply with working time compensation requirements (overtime premium)

4. HEALTH AND SAFETY

4.1 Safe and Healthy Workplace

Suppliers shall provide a safe and healthy workplace:

☐ Comply with all applicable health and safety laws and regulations
☐ Implement occupational health and safety management systems
☐ Identify and assess workplace hazards
☐ Implement controls to minimize hazards
☐ Provide appropriate personal protective equipment (PPE)

4.2 Emergency Preparedness

Suppliers shall:

☐ Develop emergency response plans and procedures
☐ Maintain accessible emergency exits
☐ Conduct regular emergency drills
☐ Provide first aid supplies and trained personnel
☐ Install fire detection and suppression systems

4.3 Incident Management

Suppliers shall:

☐ Investigate workplace accidents and incidents
☐ Identify root causes and implement corrective actions
☐ Maintain incident records
☐ Report serious incidents to the Company

4.4 Hazardous Materials

Suppliers shall:

☐ Identify and safely manage hazardous materials
☐ Provide proper training for handling hazardous materials
☐ Implement safe storage and disposal procedures
☐ Provide safety data sheets for all hazardous materials

4.5 Industrial Hygiene

Suppliers shall:

☐ Monitor worker exposure to chemical, biological, and physical hazards
☐ Implement engineering and administrative controls
☐ Provide appropriate PPE
☐ Conduct health surveillance where required

4.6 Machine Safety

Suppliers shall:

☐ Provide guards and safety devices on machinery
☐ Conduct regular equipment maintenance
☐ Train workers on safe equipment operation
☐ Implement lockout/tagout procedures

4.7 Sanitation and Living Conditions

Suppliers shall:

☐ Provide clean sanitary facilities
☐ Provide access to potable drinking water
☐ Ensure food storage and preparation areas are clean
☐ Maintain safe and sanitary dormitories (where provided)

5. ENVIRONMENTAL PROTECTION

5.1 Environmental Compliance

Suppliers shall:

☐ Comply with all applicable environmental laws and regulations
☐ Obtain and maintain required environmental permits
☐ Implement environmental management systems (ISO 14001 recommended)

5.2 Climate and Energy

Suppliers shall:

☐ Track and report energy consumption and greenhouse gas emissions
☐ Implement energy efficiency measures
☐ Set targets to reduce emissions
☐ Explore renewable energy opportunities
☐ Report emissions data upon request

5.3 Air Emissions

Suppliers shall:

☐ Identify, monitor, and control air emissions
☐ Comply with air quality permits and regulations
☐ Implement pollution prevention measures

5.4 Water Management

Suppliers shall:

☐ Responsibly manage water use
☐ Treat wastewater before discharge
☐ Comply with water discharge permits
☐ Implement water conservation measures

5.5 Waste Management

Suppliers shall:

☐ Minimize waste generation
☐ Properly classify, handle, and dispose of waste
☐ Comply with hazardous waste regulations
☐ Promote recycling and reuse

5.6 Hazardous Substances

Suppliers shall:

☐ Identify and minimize use of hazardous substances
☐ Comply with restricted substance requirements
☐ Properly label and store hazardous materials
☐ Implement spill prevention and response procedures

5.7 Resource Conservation

Suppliers shall:

☐ Use raw materials efficiently
☐ Promote circular economy practices
☐ Source sustainable materials where possible
☐ Minimize packaging

5.8 Biodiversity

Suppliers shall:

☐ Assess and minimize impacts on biodiversity
☐ Not source from protected areas without proper authorization
☐ Support no-deforestation commitments
☐ Comply with land use regulations

6. RESPONSIBLE SOURCING

6.1 Conflict Minerals

Suppliers shall:

☐ Exercise due diligence on the source of tin, tantalum, tungsten, and gold (3TG)
☐ Source only from responsible smelters/refiners
☐ Report mineral sourcing information upon request
☐ Support conflict-free mineral initiatives
☐ Comply with Dodd-Frank Act Section 1502 and EU Conflict Minerals Regulation

6.2 Responsible Minerals

Suppliers shall extend due diligence to:

☐ Cobalt
☐ Mica
☐ Other minerals from conflict-affected and high-risk areas (CAHRAs)

6.3 Supply Chain Transparency

Suppliers shall:

☐ Know their supply chain
☐ Conduct due diligence on sub-suppliers
☐ Extend this Code to their suppliers
☐ Respond to supply chain inquiries from the Company

7. MANAGEMENT SYSTEMS

7.1 Commitment and Accountability

Suppliers shall:

☐ Demonstrate commitment to this Code at the highest levels
☐ Assign accountability for Code compliance
☐ Allocate adequate resources for compliance
☐ Communicate commitment to workers and stakeholders

7.2 Risk Assessment

Suppliers shall:

☐ Conduct risk assessments covering this Code's requirements
☐ Prioritize risks based on severity and likelihood
☐ Implement controls to address identified risks
☐ Regularly review and update risk assessments

7.3 Training

Suppliers shall:

☐ Train relevant personnel on this Code's requirements
☐ Ensure workers understand their rights
☐ Provide job-specific health and safety training
☐ Document training activities

7.4 Communication

Suppliers shall:

☐ Communicate this Code to workers
☐ Post worker rights in local languages
☐ Maintain open communication channels

7.5 Grievance Mechanisms

Suppliers shall:

☐ Establish confidential grievance mechanisms for workers
☐ Protect workers from retaliation for raising concerns
☐ Investigate and respond to grievances promptly
☐ Document and track grievances and resolutions

7.6 Audits and Assessments

Suppliers shall:

☐ Permit audits and assessments by the Company or its representatives
☐ Provide access to facilities, records, and workers
☐ Cooperate with audit findings and corrective action requests
☐ Conduct internal audits and self-assessments

7.7 Corrective Action

Suppliers shall:

☐ Develop and implement corrective action plans for non-compliance
☐ Address root causes of non-compliance
☐ Complete corrective actions in agreed timeframes
☐ Report corrective action progress to the Company

7.8 Documentation and Records

Suppliers shall:

☐ Maintain documentation demonstrating compliance with this Code
☐ Retain records for required periods
☐ Provide documentation to the Company upon request

7.9 Continuous Improvement

Suppliers shall:

☐ Set goals for improvement beyond minimum compliance
☐ Track and measure performance
☐ Implement continuous improvement initiatives
☐ Share best practices

8. COMPLIANCE AND ENFORCEMENT

8.1 Acknowledgment

Suppliers shall:

☐ Acknowledge receipt and understanding of this Code
☐ Communicate this Code throughout their organization
☐ Extend these requirements to sub-suppliers

8.2 Monitoring and Verification

The Company reserves the right to:

☐ Conduct announced and unannounced audits
☐ Engage third-party auditors
☐ Interview workers confidentially
☐ Review documentation and records
☐ Verify compliance through other means

8.3 Reporting Concerns

Suppliers should report concerns about Code violations to:

Company Contact:
☐ Procurement/Supply Chain: _________________________
☐ Ethics/Compliance: _________________________
☐ Confidential Hotline: _________________________
☐ Email: _________________________

8.4 Consequences of Non-Compliance

Non-compliance with this Code may result in:

☐ Requirement for corrective action
☐ Enhanced monitoring and auditing
☐ Suspension of new business
☐ Termination of the business relationship
☐ Other appropriate actions

8.5 Zero-Tolerance Violations

The following violations may result in immediate termination:

☐ Forced labor or human trafficking
☐ Child labor
☐ Physical abuse or violence
☐ Bribery of Company employees
☐ Falsification of audit results or documentation
☐ Retaliation against workers for reporting concerns

9. SUPPLIER ACKNOWLEDGMENT

By signing below, Supplier acknowledges that it has received, read, and understands this Supplier Code of Conduct. Supplier commits to comply with the requirements of this Code and to ensure compliance by its sub-suppliers.

Supplier Company Name: _________________________________

Authorized Representative:

Signature: _________________________________

Printed Name: _____________________________

Title: ____________________________________

Date: ____________________________________

Supplier Contact for Code Questions:

Name: ____________________________________

Title: ____________________________________

Email: ____________________________________

Phone: ___________________________________

APPENDIX A: SUPPLIER SELF-ASSESSMENT

Instructions

Please complete this self-assessment to help us understand your current compliance status. Return the completed form to your Company contact.

Company Information

Compliance Status

Certifications

☐ ISO 9001 (Quality)
☐ ISO 14001 (Environment)
☐ ISO 45001 (Health & Safety)
☐ SA8000 (Social Accountability)
☐ RBA Membership
☐ Other: _________________________

NOTICE: This Supplier Code of Conduct is provided for informational purposes only and does not constitute legal advice. Supply chain compliance requirements vary by jurisdiction and industry. Organizations should consult with legal counsel to ensure compliance with applicable laws, including the EU Corporate Sustainability Due Diligence Directive and other supply chain due diligence regulations.