This Supplier Code of Conduct (this “Code”) establishes standards to ensure that our supplier 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. We also believe that the production of products should be consistent with the Labour Standards promulgated by the International Labour Organization.

This Code sets out the minimum standards we require for those that supply products and services to us or under our brands (each, a “Supplier”). We expect Suppliers and all those under Suppliers’ 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, Supplier 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,” “Supplier 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 Supplier’s acceptance to such changes. We strongly encourage Suppliers to periodically review this Code.


1. We treat our workforce with dignity.

Supplier 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. Supplier 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 Supplier 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 Supplier learns that any such fees have been paid by workers, repay such fees to the worker.

B. Young Workers. Supplier will:

Not use child labor in any stage of supplying products and/or 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

Pay a wage rate for student workers in accordance with applicable law, or, in the absence of applicable law, pay a wage rate for student workers that is at least the same wage rate as Supplier pays to other entry-level workers performing equal or similar tasks.

C. Working Hours. Supplier 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. Supplier will comply with all applicable wage and hour laws with respect to compensation paid to workers, including for overtime. Without limiting the foregoing, Supplier 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. Supplier 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 Supplier-owned housing

Not restrict the movements of workers when they are not working.

F. Non-Discrimination. Supplier will:

Be committed to a workforce free of harassment and unlawful discrimination

Not engage in discrimination based on race, color, age, gender, sexual orientation, gender identity and expression, ethnicity 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

Provide migrant workers with exactly the same entitlements as local workers

Pay workers of all genders equal compensation for work of equal value.

G. Freedom of Association. Supplier will: (i) respect the right of all workers to form and join trade unions of their own choosing, to bargain collectively and to engage in peaceful assembly as well as respect the right of workers to refrain from such activities; and (ii) allow both workers and their representatives to openly communicate and share ideas and concerns with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation or harassment.

H. Subcontracting and Homeworking. Supplier will not subcontract without the prior express and unambiguous written permission of an officer of our company. Supplier 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 Supplier’s expense: (i) Supplier will verify that the age of homeworkers complies with the standards set out in this Code; (ii) Supplier will track hours and wages of homeworkers; and (iii) Supplier will properly compensate homeworkers.

I. Location Specificity. This Code applies separately to each separate location utilized by Supplier. 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.

Supplier 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. Supplier 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. Supplier 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 Supplier is unable to eliminate such hazards by these means, Supplier will provide workers with properly maintained, appropriate personal protective equipment and educational materials about risks to them associated with such hazards.

B. Emergency Preparedness. Supplier 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. Supplier 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. Supplier 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. Supplier 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. Supplier 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. Supplier will provide workers with ready access to clean toilet facilities, potable water, and sanitary food preparation, storage and eating facilities.

H. Health & Safety Communication. Supplier 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.

Supplier 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. Supplier 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. Supplier 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. Supplier 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. Supplier 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. Supplier 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. Supplier 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. Supplier 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. Supplier 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 ascribe to a high ethical standard.

Supplier recognizes that upholding the highest standards of ethics is not only an important aspect of social responsibility, but also helps to achieve success in the marketplace.

The ethics standards are:

A. Business Integrity. Supplier 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 (iii) comply with the United States Foreign Corrupt Practices Act (“FCPA”) and all anti-bribery and anti-corruption laws of jurisdictions in which Supplier does business.

B. No Improper Advantage. Supplier 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. Supplier will implement and continuously and properly update, keep current and enforce appropriate procedures to ensure compliance with anti-corruption laws.

C. Disclosure of Information. Supplier will: (i) transparently perform and accurately reflect on its business books and records all business dealings; and (ii) disclose in accordance with applicable law all information regarding participant labor, health-and-safety, environmental practices, business activities, structure, financial situation and performance.

D. Intellectual Property. Supplier 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. Supplier 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 representation, warranty or guarantee 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. Supplier 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. Supplier will implement and continuously and properly update and keep current an appropriate policy to reasonably assure that all minerals, including tantalum, tin, tungsten and gold, in the products it manufactures do not directly or indirectly finance or benefit perpetrators of human rights abuses. Supplier 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.


5. We are committed to making a difference.

Supplier recognizes that 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 Supplier’s management systems will contain at least the following elements:

A. Supplier Commitment. Social and environmental responsibility policy statements affirming Supplier’s commitment to compliance and continual improvement, endorsed by Supplier’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/employment 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 to workers clear and accurate information about policies, practices, expectations and performance, sub-suppliers and customers.

H. Worker Feedback, Participation and Grievance. Ongoing processes, including an effective grievance mechanism, to assess workers’ and sub-suppliers’ 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 ongoing processes to ensure compliance with applicable law, this Code and customer contractual requirements related to the subject matters addressed by this Code.

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.

Supplier recognizes that transparency and flexibility can aid in identifying, assessing, understanding, monitoring, controlling, and minimizing business disruptions, noncompliance with: (i) applicable law; (ii) customer requirements related to operations, products and services; (iii) conformance with this Code; and (iv) identification and mitigation of operational risks related to this Code.

During the relationship between Supplier and us, and until four (4) years after the termination or expiration thereof, Supplier 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 Supplier (at our option) to verify compliance by Supplier 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 Supplier and us, Supplier will allow us access to the premises of each Supplier facility for us to: (i) verify compliance by Supplier 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 Supplier and us. Supplier 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 Supplier.

With regard to any audit as specified herein, Supplier 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.

Supplier will promptly inform us if Supplier cannot, is not or believes it cannot or will not meet any of the standards set forth in this Code. Notwithstanding the foregoing, Supplier acknowledges and agrees that any deviation from the terms of this Code will: (i) require prior, express and unambiguous written approval from us; and (ii) not release Supplier from ensuring that our supplier 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.