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Supplier Code of Conduct

 

 

 

SemiNex Corpration Supplier Code of Conduct

 

SemiNex Corporation and its global affiliates and subsidiaries (collectively, “SemiNex”) conduct business in compliance with applicable law and in an ethical and socially responsible manner. SemiNex is committed to the fundamental values of integrity, fairness, mutual respect, teamwork, and innovation. SemiNex has adopted this Supplier Code of Conduct (“Supplier Code”) to clarify SemiNex’s global expectations of its suppliers in the areas of ethics, business integrity, human rights, protection of information, health and safety, and environmental management.

 

SemiNex’s Supplier Code applies to all suppliers, vendors, contractors, agents, consultants, sales representatives, distributors, and other goods, services, and technologies providers who conduct business with SemiNex entities worldwide (collectively, “Suppliers”). For purposes of the Supplier Code, all raw materials, parts, components, equipment, tools, supplies, or other physical materials, as well as technical data and technology, shall be collectively referred to as “Goods.” Suppliers are expected to communicate these requirements to their employees and third parties involved in SemiNex’s supply chain.

 

I. Ethics and Compliance with Laws

Suppliers must conduct their business in an ethical manner and act with integrity. Ethical requirements include the following aspects:

 

  1. SemiNex Code of Business Conduct. All Suppliers must comply with the SemiNex Corporation Code of Business Conduct in all transactions with or relating to SemiNex. The Code is located at SemiNex Code of Conduct.
  2. General Compliance With Laws. Suppliers must always act ethically and comply with all applicable United States, international, and local laws and regulations in the conduct of their activities relating to or in connection with their relationship with SemiNex.

II. Financial Responsibility

Suppliers must comply with all applicable laws, rules, and regulations concerning proper financial conduct. Appropriate conduct includes Supplier’s compliance with the following:

 

  1. Bribes and Other Improper Payments. Suppliers must never directly or indirectly offer, solicit, accept, make, or provide any bribe, kickback, or other improper payments or anything of value to any government officials, political parties, candidates for public office, or other persons for the purpose of obtaining or retaining business or gaining an improper advantage relating to any Goods, services, or technology they provide to SemiNex. This prohibition includes facilitation payments intended to expedite or secure performance of a routine governmental action, even in locations where such activity may not violate local law. Suppliers must exert due diligence to prevent and detect corruption in all business arrangements, including partnerships, joint ventures, offset agreements, and the hiring of consultants.
  2. Gratuities. Suppliers must not directly or indirectly offer, make, or provide any personal favor, loan, gift, or other benefit to any SemiNex director, officer, or employee, or any close family member of any SemiNex director, officer, or employee, other than a casual favor or entertainment or non-money gift of nominal value that could not reasonably be expected to influence decisions relating to the Supplier.
  3. Conflicts of Interest. Suppliers must not have any direct or indirect ownership, employment, consulting, financial, or other arrangement or relationship with any SemiNex director, officer, or employee or any spouse or other close family member of any SemiNex director, officer, or employee that could potentially influence decisions related to the Supplier or its products, services, or technology or otherwise give rise to a conflict of interest with SemiNex.
  4. Securities Laws and Insider Trading. Suppliers must comply with all applicable securities and insider trading laws, rules, and regulations and must never use any information that they may receive or obtain in connection with their relationship with SemiNex, whether the information relates to SemiNex, any of its customers or other suppliers, a potential acquisition or disposition, or otherwise, to buy or sell stock or other securities of SemiNex or any other entity.
  5. Currency Controls. Suppliers must comply with all applicable currency controls and never directly or indirectly participate in or cooperate with any money laundering scheme in connection with any matter involving or relating to SemiNex or any product, services, or technology they provide to SemiNex.

 

III. Labor and Working Conditions

Suppliers must protect the rights of their employees and treat them with dignity and respect. This includes the following aspects:

 

  1. General. Suppliers must comply with all applicable laws, rules, and regulations concerning anti-discrimination, equal employment opportunity, harassment, wages, working hours, and conditions of employment in all hiring and employment practices.
  2. Discrimination. Suppliers must not discriminate in hiring practices or any other term or condition of work on the basis of any characteristics that may be protected by applicable law, such as race, ethnicity, religion, color, sex, national origin, age, military veteran status, ancestry, sexual orientation, gender identity or expression, marital status, family structure, genetic information, or mental or physical disability, consistent with any and all applicable law. Suppliers must adhere to the principles in International Labor Organization (“ILO”) Discrimination (Employment and Occupation) Convention No. 111.
  3. Human Rights and Forced Labor. Suppliers must abide by all applicable laws and regulations relating to human rights and observe all standards set forth in ILO Forced Labor Convention No. 29 and ILO Abolition of Forced Labor Convention No. 105. Suppliers must not directly or indirectly use forced or involuntary labor, whether prison, bonded (including debt bondage), indentured or otherwise, child labor, slavery, or trafficking of persons. Suppliers must not recruit, transport, transfer, harbor, or receive persons by means of the threat or use of force or other forms of coercion, abduction, fraud, or deception for the purpose of exploitation.
  4. Child Labor. As defined in the ILO Minimum Age Convention No. 138, Suppliers must not hire minor individuals under 15 years of age, or 14 years of age where local law allows, or under the legal minimum age for employment in the country, whichever is greatest. Suppliers must not permit any individual under 18 years of age to perform work that might jeopardize their health, safety, or morals.
  5. Harassment. Suppliers must ensure that their employees are afforded an environment that is free from physical, psychological, and verbal harassment, abusive conduct, negative disciplinary practices, corporal punishment, and inhumane treatment consistent with any and all applicable law.
  6. Substance Abuse. Suppliers must maintain a workplace free from illegal use, possession, sale, or distribution of controlled substances consistent with any and all applicable law.
  7. Safety. Suppliers shall provide their employees with safe and healthy working conditions. Facilities should be built and maintained in accordance with the standards set by applicable laws and regulations, and employees should be adequately trained to perform their jobs safely. Suppliers that provide housing for their employees must ensure acceptable living conditions on fair and equitable terms, in compliance with applicable laws, and observing fundamental human rights such as freedom of association.
  8. Freedom of Association and Collective Bargaining. Suppliers must allow their employees to associate freely with others, form and join (or refrain from joining) organizations of their choice, and bargain collectively, in accordance with applicable law without interference, discrimination, retaliation, or harassment. Where the rights to Freedom of Association and Collective Bargaining are restricted under law, Suppliers shall provide the appropriate channels to ensure a reasonable and independent exercise of such rights according to ILO Convention Nos. 87 and 98.
  9. Working Hours. Suppliers must ensure that regular workweeks do not exceed 48 hours and that employees have at least one day off every seven days absent extraordinary circumstances. Supplier must comply with all applicable laws and regulations relating to working hours and days of rest.

 

IV. Protection and Security of Information

 

  1. Confidential Business Information. Suppliers must properly manage SemiNex’s confidential and proprietary business information, including the financial or business terms of any agreement with SemiNex, information concerning SemiNex’s sales and marketing plans, and any other SemiNex information that is not freely available to the public. Suppliers must not use any information received from SemiNex for any purpose other than the business purpose for which it was provided.
  2. Intellectual Property Protection. Suppliers must respect and comply with all laws governing intellectual property rights. Suppliers must protect SemiNex’s intellectual property, including patents, trademarks, copyrights, designs, trade secrets, specimens, models, and know-how. Suppliers must ensure that the Goods, services, or technologies provided do not infringe the intellectual property of others. Suppliers must never make or permit any unauthorized use of proprietary designs or drawings, patents, or other intellectual property that they receive, obtain, are licensed, or are otherwise permitted to use in connection with their relationship with SemiNex.
  3. Personal Information. Suppliers must comply with all applicable data privacy laws and not use any personal information received from SemiNex for any purpose other than the business purpose for which it was provided, unless there is prior authorization from the owner of the information. Suppliers must assure extension of these requirements to all sub-tier suppliers they employ and must implement and maintain physical, organizational, and technical measures as required by applicable data privacy laws to ensure the security and confidentiality of personal information and prevent the accidental, unauthorized, or unlawful disclosure, destruction, alteration, modification, or loss of such information.

 

V. Global Trade Compliance for Goods, Technology and Technical Data

 

  1. Compliance with Laws. Suppliers must comply with all applicable laws, rules, regulations, directives, and other legal requirements relating to the trade of all Goods.
  2. Import/Export. Suppliers must ensure that their business practices are in accordance with all applicable laws, directives, and regulations governing the import and export of Goods.
  3. Security. When applicable under the Customs–Trade Partnership Against Terrorism (“C-TPAT”), Suppliers must implement practices and procedures to ensure the security of their supply chains. Suppliers must take all steps necessary to maintain the security of facilities where SemiNex products are manufactured or where SemiNex processes are exercised or maintained in accordance with SemiNex’s directives and consistent with the security procedures and processes recommended as part of C-TPAT. All Suppliers must comply with these guidelines when shipping Goods to SemiNex in the United States.
  4. Country of Origin and Manufacture. Suppliers must identify the country of origin of each article (product/component) on both the Goods and on every level of packaging and provide proper documentation on every shipment to comply with all applicable laws and regulations. For example, all Goods that are marked “Made in USA” or similar, or by virtue of their design or packaging imply that they are “Made in USA,” shall comply in all respects with the U.S. Federal Trade Commission Guidelines regarding product marking.
  5. Anti-Boycott. Suppliers must not participate in, cooperate with, or further the cause of any unsanctioned foreign economic boycott, in accordance with the 1977 Export Administration Act and the 1976 Tax Reform Act.
  6. Export Controlled Regulations. Suppliers shall provide the appropriate Export Control Classification Number (ECCN) for Goods if controlled by the Department of Commerce’s Bureau of Industry and Security and/or ITAR category if controlled by the Department of State’s Directorate of Defense Trade Controls or any other U.S. Government entity.
  7. Prohibited Countries and Entities & Denied Party Screening. Suppliers shall not sell to SemiNex anything manufactured or touched by a prohibited country or entity as determined by any department of the U.S. government, including the Office of Foreign Asset Controls (“OFAC”) of the Treasury Department and the denied party lists and watch lists published by the U.S. government or other applicable authorities.

 

VI. Responsible Sourcing

 

  1. Conflict Minerals. Suppliers must adhere to federal disclosure laws and regulations requiring U.S. public companies to conduct due diligence concerning their use of tin, tantalum, tungsten, and gold (“3TG”) that may have originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country. Suppliers shall conduct due diligence on the source and chain of custody of the 3TG in the Goods and report their findings to SemiNex upon request. Upon receipt of information indicating that Supplier may have provided Goods containing 3TG to SemiNex that were sourced from the DRC region and may have funded armed conflict in the DRC region, Supplier shall either require its original supplier to seek an alternative source for such materials or immediately seek alternative sources for such materials. Additional information concerning 3TG reporting may be found at Sourcing Network.
  2. Quality and Counterfeit Parts. Suppliers must develop, implement, and maintain methods and processes appropriate to their products to prevent introducing counterfeit parts and materials into the Goods sold to SemiNex. Suppliers must have effective processes in place to detect counterfeit parts and materials, to provide notification to recipients of counterfeit product(s) when warranted, and to exclude them from the Goods delivered to SemiNex. Industry guidance documents can be referenced at SAE International.

 

VII. Compliance with Environmental Standards

Suppliers must comply with all applicable environmental, health, and safety laws, regulations, and directives including but not limited to REACH, RoHS, POP, ISPM 15, anti-lead, California Prop 65, Transportation HazMat/Dangerous Goods regulations, and their global equivalents. Suppliers should protect the health, safety, and welfare of their people, visitors, and others who may be affected by their activities.

 

VIII. Management Systems
Commensurate with the size and nature of their business, Suppliers are expected to implement management systems to facilitate compliance with all applicable laws and to promote continuous improvement with respect to the expectations set forth in the Supplier Code. Suppliers must establish appropriate training measures to allow their managers and employees.


To gain an appropriate level of knowledge and understanding of the contents of the Supplier Code, relevant applicable laws and regulations, and generally recognized industry standards and best practices, Suppliers should implement their own written code of conduct and flow down the principles in SemiNex’s Supplier Code to the entities that furnish Suppliers with goods and services.


IX. Verification of Compliance
Suppliers must allow SemiNex or its representatives to inspect and audit their facilities, must complete questionnaires or surveys when requested, and must otherwise cooperate with SemiNex’s efforts to maintain adherence with SemiNex’s Supplier Code. Supplier’s non-compliance with SemiNex’s Supplier Code shall constitute cause for SemiNex to terminate for default any or all outstanding purchase orders, contracts, and agreements with Suppliers without penalty, liability, or obligation. This Supplier Code does not supersede any obligations of Supplier to SemiNex under applicable law or agreement.


X. Reporting Potential Violations or Misconduct
Suppliers who believe that any employee of the Supplier or SemiNex, or anyone acting on behalf of Supplier or SemiNex, has engaged in illegal or otherwise improper conduct in violation of the Supplier Code should report the matter to SemiNex. Suppliers must allow their employees to report violations of the Supplier Code of Conduct to SemiNex without threat of retaliation or punishment. Suppliers’ relationships with SemiNex will not be affected by honest reports of potential misconduct made in good faith. To report suspected violations, Suppliers can contact their business counterpart at SemiNex.