Seller Policy Page

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:

• Not use forced, bonded (including debt bondage) or indentured labor, involuntary or exploitative prison labor, slave labor or trafficked labor, including transporting, harboring, recruiting, transferring or receiving persons for labor by means of threat, force, coercion, abduction or fraud
• Not place any unreasonable restrictions on workers’ freedom of movement in entering, exiting or moving about inside any Seller facility
• • Provide workers with a written document in the language of the worker or in a language the worker can understand that contains a description of terms and conditions of employment prior to the worker departing from their country of origin, and not make any substitution or change in the employment agreement upon the arrival by any worker in the receiving country unless the substitution or change is made to meet applicable law and provide equal or better terms
• Neither require involuntary work (including overtime) nor prohibit any worker from leaving work or terminating their employment at any time (including for refusing to work overtime or leaving work at their scheduled time);
• Not hold or otherwise destroy, conceal, confiscate or deny access by workers to their identity or immigration documents, such as government-issued identification, passports or work permits, unless such holding, destruction, concealment, confiscation or denial is required by applicable law
• Not require workers to pay employers’ or agents’ recruitment fees or other related fees for their employment, and if Seller learns that any such fees have been paid by workers, repay such fees to the worker.

B. Young Workers. Seller will:

• Not use child labor in any stage of supplying products and services to us or under our brands; the term “child” referring to any person under the age of 15, or under the age for completing compulsory education, or under the minimum age for employment in the applicable territory, whichever is greatest
• Not allow workers under the age of 18 to perform work that is likely to jeopardize their health or safety, including night shifts and overtime
• Manage student workers through proper maintenance of student records, rigorous due diligence of educational partners, and protection of students’ rights in accordance with applicable law
• Implement and continuously and properly update and keep current appropriate support and training to all student workers
• In the absence of applicable law, pay a wage rate for student workers that is at least the same wage rate as Seller pays to other entry-level workers performing equal or similar tasks.

C. Working Hours. Seller will:

• Not allow working hours to exceed the maximum set by applicable law.
• Neither require involuntary overtime nor punish workers for refusing overtime.

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:

• Not make deductions from wages as a disciplinary measure
• Provide workers with a timely and understandable wage statement that includes sufficient information to verify accurate compensation for work performed for each pay period
• Pay workers on a timely basis in accordance with applicable law
• Not use temporary, dispatch or outsourced labor outside the limits of applicable law

E. Humane Treatment. Seller will:

• Neither utilize nor threaten to utilize any harsh or inhumane treatment including sexual harassment, sexual abuse, corporal punishment, or mental or physical coercion or verbal abuse of workers
• Clearly define and communicate to workers all disciplinary policies and procedures in support of these requirements
• Not require workers to live in dormitories or Seller-owned housing
• Not restrict the movements of workers when they are not working.

F. Non-Discrimination. Seller will:

• Be committed to a workforce free of harassment and unlawful discrimination
• Not engage in discrimination based on race, color, age, gender, or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information or marital status in any hiring and/or employment practices
• Provide workers with reasonable accommodation for religious practices
• Not subject any worker or potential worker to medical tests or physical exams that could be used in a discriminatory way
• Pay workers of all genders equal compensation for work of equal value

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:

• Implement and continuously and properly maintain, update, keep current and provide to workers appropriate workplace health-and-safety information and training in the language(s) of the workers or in a language the workers can understand for all identified safety hazards to which any worker may be exposed, including chemical, electrical and other energy, fall, fire, mechanical, vehicle and other hazards
• Conspicuously post health-and-safety-related information in the language(s) of the workers or in a language the workers can understand in the facility or a location identifiable and accessible by workers
• Provide training to all workers prior to the beginning of work and regularly thereafter
• Encourage workers to raise safety concerns

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:

• Conduct business in a manner that reflects favorably at all times on our good name, goodwill and reputation
• Not employ deceptive, misleading or unethical practices that are or might be detrimental to us and/or the public, including, without limitation, disparagement of us
• Not make any false or misleading representations with regard to us
• Not publish or employ, or cooperate in the publication or employment, of any misleading or deceptive advertising material
• Not make any representations, warranties or guaranties to anyone with respect to the specifications, features or capabilities of any of our services and/or products that are inconsistent with the literature distributed by us
• Not engage in illegal or deceptive trade practices, such as bait and switch techniques

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.