SUPPLIERS CODE OF CONDUCT
1. Preamble
The present Supplier Code of Conduct created by I-TEN (hereinafter referred to as the “Code”) is intended to provide guidelines for all suppliers who have or may have business activities and commercial interactions with I-TEN.
For the purposes of this Code, suppliers are defined as all current or future suppliers, contractors, subcontractors, consultants, (sales) agents, distributors, partners, including their employees, their subsidiaries and the employees of their subsidiaries (hereinafter referred to as the “Supplier”).
This Code is based on the Universal Declaration of Human Rights, the principles of the UN Global Compact, the general principles of the International Labour Organization (ILO), the UN Sustainable Development Goals and the CSR Policy.
The Supplier is expected to comply with the requirements of the Code. The principles of integrity, honesty and professionalism shall be respected in all circumstances.
It is specified that if the legislative and regulatory provisions applicable in the jurisdictions where the Supplier carries out its activities are more demanding than those of the Code, it shall of course comply with them.
Distribution of the Code by the Supplier within its organization is mandatory. All employees and subsidiaries in contact with I-TEN shall therefore be informed. The Supplier is required to invite its own suppliers to comply with these requirements.
It should be noted that this Code cannot anticipate every situation that may arise during I-TEN's or the Supplier's business activities.
2. Undertakings
2.1 Prohibit all forms of forced labour and child labour
2.1.1 Child labour
It is strictly forbidden for the Supplier to employ children under the legal age in the country where it operates. In this respect, the Supplier complies with ILO provisions concerning the health, safety and morality of minors.
2.1.2 Forced or compulsory labour
The Supplier shall in no way use, participate in or benefit from any form of forced, compulsory or involuntary labour. This includes prison labour, slavery, forced labour, military labour, employment contracts that cannot be denounced by workers, or any form of human trafficking.
2.2 Ensuring health and safety at work
2.2.1 Employees and collaborators
The health and safety of employees shall be a priority for the Supplier in all significant aspects of its activities.
The Supplier shall therefore comply with all applicable health and safety regulations, laws and standards, including safety and security rules for the transport and logistics/supply chain. The Supplier shall take appropriate measures, such as policies, standards, procedures, emergency measures and management systems, to prevent work-related illnesses and accidents, and to provide a safe and healthy working environment for its employees. The Supplier shall also ensure that its business partners, subcontractors and other third parties acting directly or indirectly on behalf of I-TEN are always in compliance with applicable laws and regulations as well as customary health, hygiene and safety practices.
2.2.2 Products
The Supplier shall ensure the conformity and safety of the products supplied (process, manufacture, use and end-of-life of the product) in accordance with the rules of the art, applicable laws and regulations, in particular at the time the product is put into circulation and particularly taking into account product safety regulations linked to its development (e.g. ISO26262). The Supplier shall alert I-TEN to any risks relating to the implementation or to any use of the product supplied. An appropriate security plan shall be implemented to protect against such risks.
2.3 Maintain and improve good employment practices and professional ethics
2.3.1 Non-discrimination
The Supplier shall refrain from any discrimination in recruitment, working practices or conditions, including remuneration, benefits, promotion, discipline, dismissal or retirement, as well as from any discrimination based on race, religion, age, nationality, social or ethnic origin, sexual orientation, gender, marital status, political opinion, disability or any other category protected by law.
2.3.2 Harassment
Our Suppliers shall implement reasonable and effective measures to ensure that their employees enjoy a working environment free from physical, psychological, verbal or any other type of harassment, or any other abusive conduct or practice.
2.3.3 Prohibition of retaliations
The Supplier shall not tolerate any retaliatory action against any employee reporting in good faith mistreatment, intimidation, discrimination, harassment or any violation of applicable law or this Code or participating in any investigation based on such a report.
2.3.4 Compensation and working hours
I-TEN expects its Supplier to recognize that wages are essential to meet the basic needs of its employees. The Supplier shall, as a minimum, comply with all applicable laws and regulations governing wages and working hours, including those relating to minimum wage, overtime, maximum working hours, hourly rates and other elements of remuneration, and provide legally mandated benefits.
2.3.5 Social dialog
Our Suppliers shall respect the right of their employees to associate freely and to communicate openly with management concerning working conditions, without fear of harassment, intimidation, sanction, interference or reprisal. Our Suppliers shall promote the implementation of non-discriminatory practices regarding workers' representatives. Our Suppliers shall recognize and respect any right of their workers to exercise their legal rights of free association, including whether to join an association of their choice.
2.3.6 Working relationships
Our Suppliers shall adopt and adhere to rules and conditions of employment that respect their workers and safeguard at a minimum their rights under the national and international labour and social security laws and regulations of the country in which their workers are employed. Our Suppliers shall provide their employees with the means to raise legal or ethical questions or concerns, without fear of reprisal. Suppliers are also required to take steps to prevent, detect and correct any retaliatory actions.
Our Suppliers shall promote professional development opportunities for their employees, to encourage the development of skills and knowledge.
2.4 Protecting the environment and adopting a responsible approach
The Supplier shall carry out its activities with respect for the environment and comply with all relevant laws and regulations in force in the country of manufacture or delivery of the products or services concerned. The Supplier undertakes to continuously minimize the impact of its activities on the environment, and to monitor this impact by means of carbon audits of its organization and life-cycle analyses of products delivered to I-TEN. These documents shall be provided to I-TEN on request within a reasonable timeframe.
2.5 Respect of competition law rules
The Supplier shall conduct its business in a fair manner to guarantee the existence of effective competition, which is essential for the proper functioning of the economy and the regularization of the market in which it operates.
To this end, the Supplier undertakes to comply with all applicable laws and regulations concerning anti-competitive and competition-restricting practices.
2.6 Ensuring ethical business conduct (combating corruption and preventing conflicts of interest)
The Supplier shall not tolerate, permit or practice embezzlement, money laundering, extortion, bribery or other forms of corruption in its dealings with any government official or employee or private sector actor. The Supplier shall comply with all applicable local, national and international laws, as well as with the principle adopted by the United Nations Global Compact, which states that “business should fight corruption in all its forms, including extortion and bribery.”
The Supplier will only engage in legitimate business and ethical practices in connection with its commercial/business operations; it will not pay, offer, give, promise or authorize, directly or indirectly, any payment of any value whatsoever to any third party with the purpose or intent of inducing such third party to use its authority to assist the Supplier or any other third party ; and shall not accept any payment or benefit of any kind whatsoever as an inducement or reward for any act or indulgence in particular relating to any matter and/or business done by or on behalf of I-TEN.
In particular, the Supplier shall refrain from offering I-TEN or its employees sums of money, gifts, invitations or other benefits that could influence current or future decisions.
The Supplier shall be aware that no employee of I-TEN may offer or receive any gift, invitation, payment or other benefit that could influence or give the appearance of influencing a business decision. This also applies to any person close to the employee (family, friend, etc.).
However, if permitted by applicable law or regulation, gifts of sufficiently low value so as not to be perceived as an attempt at bribery, such as pens, diaries, mugs or confectionery, may be offered to I-TEN's employees, provided that the frequency with which the gifts are offered is not excessive and inappropriate, and on condition that such gifts systematically bear the Supplier's trademark or other distinctive sign.
Similarly, the Supplier shall ensure that its employees avoid any conflict between the interests of the Supplier and their personal interests or those of their close relations. In the event of an identified conflict of interest, the Supplier shall alert I-TEN. The Parties will meet to agree on the procedure to be followed.
2.7 Ensuring transparency and protection of information
2.7.1 Confidentiality
The Supplier undertakes to scrupulously respect the confidentiality of data/information, and business secrets where applicable, supplied by I-TEN.
By way of example, and without this list being exhaustive, the following are qualified as confidential (or even business secrets): economic, commercial and financial information, manufacturing secrets and know-how, techniques, equipment, tools, methodologies, processes, information on personnel, information on customers, price discounts, product samples, estimates, plans, drawings, photographs, etc. The Supplier undertakes to scrupulously respect the confidentiality of data/information, and business secrets where applicable, supplied by I-TEN.
The Supplier shall process all I-TEN information (confidential data/information/business secrets) solely and exclusively for the purpose for which it was collected, received or made available, in accordance with the instructions provided by I-TEN, and subject to the technical and organizational security measures necessary to protect it against any loss, alteration, unauthorized disclosure or access, or other form of unlawful processing.
2.7.2 Intellectual Property
Supplier shall comply with all applicable laws governing claims related to intellectual property rights, including protection against disclosure, patents, copyrights and trademarks.
2.7.3 Information Security
I-TEN's Suppliers shall protect confidential and proprietary information belonging to others, including personal information, from unauthorized access, destruction, use, modification and disclosure, through appropriate security procedures, as required by applicable law and/or contract.
The Supplier shall alert I-TEN to any risks relating to the security of information concerning I-TEN and its products. An appropriate security plan shall be implemented to avoid the risk.
2.7.4 Accuracy of information provided
Each Supplier shall ensure that the data and information it may be required to provide to I-TEN relating to compliance with the Code, whatever their nature (technical, commercial or other) and format (digital, printed or oral), are accurate, complete, transparent, updated and shared in a timely manner.
2.8 Ensuring compliance with international trade regulations
2.8.1 Compliance with export control regulations
The Supplier undertakes to comply with all applicable export control and sanctions regulations of the member states of the European Union, the United States of America and any other country concerned (hereinafter referred to as the “Export Control Regulations”). Accordingly, the Supplier shall refrain from violating, or causing I-TEN to violate, one or more of the Export Control Regulations (such as the procurement or delivery of supplies to countries subject to sanctions).
In addition, the Supplier undertakes to inform and ensure that its business partners, employees, representatives, subcontractors and other third parties acting directly or indirectly on behalf of I-TEN are at all times in compliance with the transport and logistics chain security rules that may apply.
2.8.3 Compliance with import regulations
The Supplier undertakes to comply with European regulations and/or any other applicable regulations relating to minerals (such as tin, tantalum, tungsten, gold) originating from conflict zones. In this respect, the Supplier already undertakes to exercise its duty of care and to ensure that its imports, falling within the scope of the said regulations, come exclusively from responsible sources and do not originate from conflicts. Therefore, as of January 1, 2021, the Supplier shall comply with the requirements of the “OECD Guide on Due Diligence for Responsible Supply Chains of Minerals from Conflict or High-Risk Areas” and follow the five steps set out therein.
2.8.4 Transparent supply chains
To ensure the transparency of our supply chains, I-TEN requires its Suppliers to map, track and continuously monitor all sites at all levels of their supply chain and to provide, upon request, information on factories and other owned and/or subcontracted sites involved in the production of our products. Suppliers are required by law to exercise due diligence on the origin and supply chain of their own products, and consequently to impose at least the same level of requirement on their next higher-level suppliers. Depending on the size and nature of their business, I-TEN expects its Suppliers to set up monitoring and management systems to ensure compliance with laws and regulations, as well as with the requirements expressed in the Code.
Suppliers are encouraged to implement their own formalized code of conduct and to pass on their principles to the entities that supply them with goods and services. Suppliers are required to maintain effective procedures to encourage their employees to make ethical and responsible choices in their professional practice, over and above compliance with laws, regulations and contractual requirements.
The Supplier shall notify I-TEN of any changes in the supply chain and/or production sites. I-TEN reserves the right to refuse said modifications.
2.9 Ensure compliance with accounting and management rules and financial reporting obligations
The Supplier is expected to follow and respect accounting and management principles and, if applicable, financial reporting rules.
3. Control and sanctions
I-TEN may carry out any controls or audits directly or by an approved body to ensure compliance with this Code by the Supplier. Compliance with this Code forms part of the contractual obligations between I-TEN and the Supplier. Similarly, compliance with the principles set out in this Code is an important criterion in the Supplier selection and retention process. Failure to comply with this Code may be sufficient grounds for terminating the commercial/business relationship with the Supplier without any right to compensation, depending on the seriousness of the breach and the specific circumstances. I-TEN may also report to the relevant authorities any actions by the Supplier which prove to be contrary to the principles detailed in the Code.
4. Supplier’s acknowledgement
The Supplier hereby acknowledges receipt of the Code and agrees that all its employees, subsidiaries and employees of its subsidiaries, present or future, dealing or likely to deal with I-TEN shall receive the Code and comply with all its terms.
The Supplier acknowledges that its failure to comply with any principle(s) as set forth in the Code shall constitute a breach of the Supplier's essential obligations in the context of its commercial/business relationship with I-TEN which may require I-TEN to terminate said commercial/business relationship and to inform the relevant authorities as appropriate.
In the event that the Supplier becomes aware of or witnesses any behaviour on the part of one of its employees, or on the part of one of I-TEN's employees, that is contrary to the principles set forth in the Code, the Supplier acknowledges that it shall notify I-TEN's appropriate department at the following address: legal@iten.com, so that all appropriate measures can be taken to stop the contrary behaviour thus raised.
The Supplier also acknowledges that its commitment to comply with the Code in no way obliges I-TEN to enter contracts with or place orders with the Supplier.
SUPPLIER CODE OF CONDUCT ACCEPTANCE FORM
Company: __________________ Name: ___________________ Title: ________________
Duly authorized to act in the name and on behalf of the Company
Supplier principal contact at I-TEN: __________________
Place: __________________
Date: __________________
Signature: __________________
Company stamp: __________________