Supplier Code of Conduct

The Company expects suppliers to share our commitment to being attentive to the human rights of others. Suppliers should not engage in human trafficking or modern slavery, use child labor or otherwise use forced, prison or compulsory labor, or source materials that directly or indirectly finance or benefit armed groups. Furthermore, suppliers should not tolerate discrimination, harassment, or retaliation, and should provide a safe, secure, and healthy workspace.  The Company expects its suppliers to commit to respecting human rights as set out in the United Nations Universal Declaration of Human Rights and the International Labor Organization (ILO) Declaration of Fundamental Principles and Rights at Work and adhere to the principles set out in the United Nations Guiding Principles on Business and Human Rights.

The Company expects each of its suppliers to:

1. 1. comply with all applicable laws, statutes, regulations, and codes relating to United States anti-corruption and bribery, including but not limited to the Foreign Corrupt Practices Act of 1977, as amended from time to time (to the extent applicable to Seller in connection with the Work) and the Uyghur Forced Labor Prevention Act (22 U.S.C. §6901), (collectively, the “Relevant Requirements”),
   2. have and continue to maintain in place throughout performance of the Work adequate policies and procedures to ensure compliance with the Relevant Requirements and to enforce such policies and procedures where appropriate,
   3. promptly report to the Company any request or demand received from a third party for any undue financial or other advantage in connection with the Company,
   4. ensure that all persons who are performing Work or supplying materials or services related to the Company comply with the requirements of this Code of Conduct,
   5. promptly notify the Company of any violation of any representation, warranty, undertaking, or the Relevant Requirements,
   6. confirm in writing at the Company’s reasonable request that it has complied with its undertakings as set out in this Code of Conduct and provide to the Company such supporting evidence of compliance as may be requested from time to time, and
   7. provide all supply chain tracing and material sourcing evidence required by U.S. Customs and Border Protection or reasonably requested by the Company in connection with the Uyghur Forced Labor Prevention Act (22 U.S.C. §6901).

The Company is committed to evaluate and improve the environmental performance of its operations and to promote greater environmental responsibilities. Suppliers are expected to evaluate environmental performances of their activities ensure efficient use of water and energy, and work to reduce hazardous waste and emissions.

The Company expects its suppliers to understand and acknowledge that the Company may be required to comply with Section 1502 of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”) and among other requirements must file disclosures and reports with the United States Securities and Exchange Commission related to the use of tin, tantalum, tungsten and gold (“Conflict Minerals”). At the Company’s reasonable request, each supplier must execute and deliver to the Company declarations in the form of the EICC-GESI Conflict Minerals Reporting Template as adopted by EICC-GESI from time to time, or in any other form that the Company reasonably requests. Unless the declarations provided by suppliers pursuant to the prior sentence document to the Company’s reasonable satisfaction that supplier is “Conflict Free” (as defined in the Dodd-Frank Act) with respect to all items supplied to the Company, each supplier agrees that it will source, and track the chain of custody of, all Conflict Minerals contained in any items provided to the Company by supplier in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (or such other internationally recognized due diligence standard as Buyer and Seller may jointly agree upon).

Unless exempt, the Company and each supplier will abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. If applicable, supplier and the Company will also abide by the requirements 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights.

The Company’s suppliers must comply with this Supplier Code of Conduct, in addition to all applicable laws, regulatory requirements, and the Company’s contractual requirements and policies. The Company expects our suppliers to commit to continuous improvement in all areas covered in this Supplier Code of Conduct. When screening for new suppliers, the Company will use each prospective supplier’s acknowledgement and acceptance of this Supplier Code of Conduct as a requirement. As part of their compliance with this Supplier Code of Conduct, each of the Company’s suppliers must also maintain appropriate records and make these records available to the Company upon request. The Company reserves the right to monitor and audit its suppliers’ compliance activities and performance. If suppliers are not meeting the Company’s expectations, the Company will work with the supplier to agree on a corrective action plan. If a supplier violates the Supplier Code of Conduct, or the supplier fails to correct non-compliance within a reasonable timeframe, the Company reserves the right to suspend or terminate the business relationship.

The Company may require its existing and new suppliers, subcontractors, and employees to acknowledge and accept this Code of Conduct, and to declare their intention to comply with its requirements.