SELLER CODE OF CONDUCT
This Seller Code of
Conduct (this “Code”) establishes standards to ensure that our Seller and
supply chains are safe, that workers within that supply chain are treated with
respect and dignity, and that business operations surrounding that supply chain
are environmentally responsible and conducted ethically. We believe that how
products are made and brought to market is just as important as their quality.
This Code sets out the
minimum standards we require for those that supply products and services to us
or under our brands (each, a “Seller”). We expect Sellers and all those under Sellers’
control and/or direction to follow this Code and conduct their operations in an
ethical manner that treats workers as valuable and demonstrates careful
stewardship of the environment. Failure to do so not only violates our
standards, but presents a serious risk to our reputation with consumers and
others that we work hard to uphold.
By doing business with
us, Seller agrees to comply with this Code, and to cause all of its agents and
others acting under its control to comply with this Code. All references to a
“Code of Conduct,” “Seller Code of Conduct” or words of similar import in
purchase orders, intellectual property licenses and/or other contracts with us
will refer to this Code, as it may be revised at our sole discretion from
time-to-time. We reserve the right to change this Code at any time, with or
without notice, effective immediately upon posting here. Continuing to do
business with us following the posting of changes to this Code constitutes Seller’s
acceptance to such changes. We strongly encourage Sellers to periodically
review this Code.
1. We treat our Stakeholders
with dignity.
Seller recognizes that
the human rights of workers, and that treating workers with dignity and respect
as understood by the international community, enhances the quality of products
and services, consistency of production and worker retention and morale. This
applies to all workers, including temporary, migrant, student, intern,
apprentice, contract, employee, and any other type of worker.
The labor standards
are:
A. Freely-Chosen
Employment. Seller will:
B. Young Workers. Seller will:
C. Working Hours. Seller will:
D. Wages and Benefits. Seller will comply with all applicable
wage and hour laws with respect to compensation paid to workers, including for
overtime. Without limiting the foregoing, Seller will:
E. Humane Treatment. Seller will:
F. Non-Discrimination. Seller will:
G. Subcontracting and
Homeworking. Seller will not
subcontract without the prior express and unambiguous written permission of an
officer of our company. Seller will not utilize homeworking except as in
compliance with applicable law, this Code, and the following requirements,
which are subject to third party verification, at Seller’s expense: (i) Seller
will verify that the age of homeworkers complies with the standards set out in
this Code; (ii) Seller will track hours and wages of homeworkers; and (iii) Seller
will properly compensate homeworkers.
H. Location
Specificity. This Code
applies separately to each separate location utilized by Seller. Approval of
one location does not allow the production of products or the provision of
services for us at another location.
2. We believe in a
healthy and safe workplace.
Seller recognizes that
in addition to minimizing the incidence of work-related injury and illness, a
safe and healthy work environment enhances the quality of products and
services, consistency of production and worker retention and morale. Seller
also recognizes that ongoing worker input and education is essential to
identifying, assessing, understanding, monitoring, controlling, and minimizing
the potential effects of health and safety issues in the workplace.
The health and safety
standards are:
A. Occupational
Safety. Seller will
identify, assess, understand, monitor, control, and minimize the potential
effects of workers’ exposure to safety hazards (e.g., chemical, electrical and
other energy, fall, fire, mechanical, vehicle and other physical safety
hazards) through proper design, engineering and administrative controls,
preventative maintenance, safe-work procedures, and ongoing safety training.
Where Seller is unable to eliminate such hazards by these means, Seller will
provide workers with properly maintained, appropriate personal protective
equipment and educational materials about risks to them associated with such
hazards.
B. Emergency
Preparedness. Seller will
identify, assess, understand, monitor, control, and minimize the potential
effects of all potential emergency situations and events by implementing and
continuously and properly updating and keeping current appropriate emergency
plans, response procedures and equipment, including emergency reporting, worker
notification and evacuation procedures, worker training and drills, fire
detection and suppression, clear and unobstructed egress, and disaster recovery
that focus on minimizing harm to life, the environment, property and business
interests.
C. Occupational Injury
and Illness. Seller will
implement and continuously and properly update, keep current and enforce
procedures and systems to prevent, manage, track and report occupational injury
and illness, including provisions to encourage worker reporting, classify and
record injury and illness cases, provide appropriate medical treatment,
investigate cases and implement corrective actions to eliminate injury/illness
causes and facilitate the return of workers to work.
D. Industrial Hygiene. Seller will: (i) identify, assess,
understand, monitor, control, and minimize the exposure of workers to, and
utilize protective programs that include educational materials for workers
about, the risks associated with chemical, biological and physical agents; (ii)
eliminate or control potential safety hazards through proper design, engineering
and administrative controls; and (iii) continuously and properly maintain,
update, keep current and provide workers with appropriate personal protective
equipment.
E. Physically
Demanding Work. Seller will
identify, assess, understand, monitor, control, and minimize the potential
effects of worker exposure to the hazards of physically demanding tasks,
including manual material-handling and heavy or repetitive lifting, prolonged
standing and highly-repetitive or forceful assembly tasks.
F. Machine
Safeguarding. Seller will
evaluate all machinery for safety hazards, and implement and continuously and
properly maintain, update and keep current appropriate physical guards,
interlocks and barriers where machinery presents a safety hazard to workers.
G. Sanitation, Food,
and Housing. Seller will
provide workers with ready access to clean toilet facilities, potable water,
and sanitary food preparation, storage and eating facilities.
H. Health & Safety
Communication. Seller will:
3. We care about the
environment.
Seller recognizes that
environmental responsibility is integral to bringing world-class products to
market, and that avoiding or minimizing adverse effects on the community,
environment and natural resources in manufacturing operations is important to
the health and safety of the public.
The environmental
standards are:
A. Environmental
Permits and Reporting. Seller
will obtain, properly maintain, update and keep current all required
environmental permits (e.g., discharge monitoring), approvals and registrations,
and follow all operational and reporting associated therewith.
B. Pollution
Prevention and Resource Reduction. Seller will minimize or eliminate at their source all
emissions and discharges of pollutants and generation of waste by practices
such as adding pollution control equipment and/or modifying production,
maintenance and facility processes. Seller will conserve the use of natural
resources, including water, fossil fuels, minerals and virgin forest products,
by practices such as modifying production, maintenance and facility processes,
materials substitution, re-use, conservation and recycling.
C. Hazardous
Substances. Seller will
identify, understand, monitor, label, control and manage chemicals and
materials posing a hazard to humans and/or the environment, to ensure their
safe identification, handling, management, storage, movement, reduction,
recycling or reuse, or disposal.
D. Non-Hazardous Solid
Waste. Seller will
implement and continuously and properly maintain, update and keep current an
appropriate systematic approach to responsibly identify, understand, monitor,
control, manage, reduce, recycle or reuse, and/or dispose of non-hazardous
solid waste.
E. Air Emissions. Seller will characterize, routinely
monitor, control and treat as required prior to discharge all air emissions of
volatile organic chemicals, aerosols, corrosives, particulates, ozone-depleting
chemicals and combustion by-products generated from operations.
F. Water Management. Seller will: (i) implement and continuously
and properly update and keep current a water-management program that documents,
characterizes, and routinely monitors water sources, use and discharge, and
both seeks opportunities to conserve water and controls channels of
contamination; and (ii) characterize, monitor, control and properly treat all
wastewater prior to discharge or disposal.
G. Energy Consumption
and Greenhouse Gas Emissions. Seller will: (i) track and document energy consumption and
all greenhouse gas emissions; and (ii) use all reasonable efforts to identify,
assess, understand, monitor, control, and implement and continuously and
properly update and keep current appropriate, cost-effective methods of
improving energy efficiency and to minimize its energy consumption and greenhouse
gas emissions.
4. We Strive to a high
ethical standard.
Seller recognizes
upholding the highest standards of ethics is not only an important aspect of
social responsibility, but also highest role as being part of our community.
The ethics standards are:
A. Business Integrity. Seller will: (i) uphold the highest
standards of integrity in all business interactions; (ii) Implement and
continuously and properly update, keep current and enforce a zero-tolerance
policy for all forms of bribery, corruption, extortion and embezzlement; and
B. No Improper
Advantage. Seller will not
promise, offer, authorize, give or accept bribes or other means of obtaining
undue or improper advantage, including promising, offering, authorizing, giving
or accepting anything of value, either directly or indirectly through a third
party, in order to obtain or retain business, direct business to any person, or
otherwise gain an improper advantage. Seller will implement and continuously
and properly update, keep current and enforce appropriate procedures to ensure
compliance with anti-corruption laws.
C. Disclosure of
Information. Seller will: (i)
transparently perform and accurately reflect on its business books and records
all business dealings; and (ii) disclose all information regarding participant
labor, health-and-safety, environmental practices, business activities,
structure, financial situation and performance in accordance with applicable
law.
D. Intellectual
Property. Seller will
respect intellectual property rights, transfer technology and know-how in a
manner that protects intellectual property rights, and safeguard information
belonging to us.
E. Fair Business
Practices. Seller will:
F. Protection of
Identity and Non-Retaliation. Seller will implement and continuously and properly
maintain, update, keep current and enforce an appropriate business-ethics
program, including a communicated reporting process for workers to raise
concerns about improper conduct and keep the confidentiality, anonymity and
protection of whistleblowers.
G. Responsible
Sourcing of Minerals. Seller will
Implement and continuously and properly update and keep current an appropriate
policy to reasonably assure that all raw materials including precious stones, tantalum,
tin, tungsten and gold in the products it manufactures does not directly or
indirectly finance or benefit perpetrators of human rights abuses. Seller will
exercise appropriate due diligence on the source and chain of custody of all
such minerals and make the results of its due diligence available to us upon
request. All Sellers should ensure at least 60% or their raw materials are
sourced within our continent.
H. Privacy. Seller will protect the reasonable
privacy expectations of personal information of everyone it does business with,
including sub-Sellers, customers, consumers and workers, including by complying
with applicable law regarding any operation or set of operations that are
performed on personal information or on sets of personal information, whether
or not by automated means.
5. We are committed to
making a difference.
Seller recognizes
having an effective management system in place and continually improved helps
to ensure: (i) compliance with applicable law and customer requirements related
to operations, products and services; (ii) conformance with this Code; and
(iii) identification and mitigation of operational risks related to this Code.
The standards are that
Seller’s management systems will contain at least the following elements:
A. Seller Commitment.Social and environmental responsibility policy
statements affirming Seller’s commitment to compliance and continual
improvement, endorsed by Seller’s executive management and posted in each
facility in the language(s) of the workers or in a language the workers can
understand;
B. Management
Accountability and Responsibility. Clear identification of and easy accessibility to senior
management responsible for implementation and/or enforcement of the management
system;
C. Legal and Customer
Requirements. Ongoing
processes to identify, assess, understand and monitor applicable law and
customer requirements, including the requirements of this Code;
D. Risk Assessment and
Management. Ongoing
processes to identify, assess, understand, and monitor the legal compliance,
environmental, health and safety and labor practices and ethics risks
associated with operations, including determination of the relative
significance, and implementation and continuous and proper maintenance,
updating and keeping current of appropriate procedural and physical controls to
mitigate, each risk and keep compliant with applicable law;
E. Improvement
Objectives. Written
performance objectives, targets and implementation plans to improve social and
environmental performance, including periodic assessment of performance in
achieving those objectives;
F. Training. Programs for training workers to
Implement and continuously and properly update and keep current improvement
objectives and to meet applicable law;
G. Communication. Ongoing processes for communicating
clear and accurate information about policies, practices, expectations and
performance to workers, sub-Sellers and customers;
H. Worker Feedback,
Participation and Grievance. Ongoing processes, including an effective grievance
mechanism, to assess workers’ and sub-Sellers’ understanding of and receive
their feedback on and/or notification of violations of this Code;
I. Audits, Assessments
and Corrections. Implemented and
continuously and properly updated and current appropriate self-audit,
self-assessment and self-correction procedures and processes to ensure
compliance with applicable law, this Code and customer contractual requirements
related to the subject matters addressed by this Code; and
J. Documentation and
Records. Creation of
continuously and properly updated and current appropriate documents and records
in evidence of compliance with applicable law, this Code and customer
contractual requirements related to the subject matters addressed by this Code;
6. We operate with
transparency and flexibility.
During the
relationship between Seller and us, and until four (4) years after the
termination or expiration of such relationship, Seller will: (i) create and
continuously and properly update and keep complete and accurate records
relating to its compliance with this Code; and; (ii) allow us to audit and
analyze such records, remotely and/or at the business premises of Seller (at
our option) to verify compliance by Seller with this Code, permitting any such
audit during business hours within ten (10) days of receipt of written request
therefor from us.
During the
relationship between Seller and us, Seller will allow us access to the premises
of each Seller facility to: (i) verify compliance by Seller with this Code
and/or any contract with us; and (ii) inspect or conduct an inventory of
finished goods, work-in-process or raw-material relating to the relationship
between Seller and us. Seller will permit any such audit whether announced,
semi-announced or unannounced, and including private interviews with workers,
and will not condition, withhold or delay such access. We will use reasonable
efforts to cause such access to not interfere with the normal business operations
of Seller.
With regard to any
audit as specified herein, Seller will: (i) cooperate fully with us in
connection therewith; (ii) promptly reimburse to us the out-of-pocket cost to
us therefor if such audit reveals any material non-compliance with this Code
and/or any contract with us; and (iii) promptly implement appropriate
corrective actions requested by us, and provide us with documentary evidence
thereof, upon request from us.
Seller will promptly
inform us if Seller cannot or believes it will not meet any of the standards
set forth in this Code. Notwithstanding the foregoing, Seller acknowledges and
agrees that any deviation from the terms of this Code will: (i) require the
prior, express and unambiguous written approval from us; and (ii) not release Seller
from ensuring that our Seller and supply chains are safe, that workers within
that supply chain are treated with respect and dignity, and that business
operations surrounding that supply chain are environmentally responsible and conducted
ethically.