Supplier Code of Conduct

Combe Incorporated (“Combe”) holds itself and its affiliated companies to high ethical standards and it expects its suppliers to conduct themselves in the same manner. Suppliers are obligated to comply with all applicable national, federal, state, provincial, and local laws, regulations, directives, rules, and requirements with respect to all products and services that they manufacture, distribute or otherwise provide to Combe or others. As a condition of doing business with Combe, suppliers are also expected to conform to the requirements set forth in this Supplier Code of Conduct, and to take appropriate measures to ensure compliance from their sources in the supply chain. If the legal requirements imposed by the governmental authorities do not provide the protections that Combe expects, Combe reserves the right to impose higher standards.

Combe’s requirements for supplier business conduct are as follows:

  1. Compliance

    Legal Requirements. Suppliers’ plants shall operate in full compliance with the legal requirements in their respective countries.

    Compliance Systems. Suppliers shall maintain compliance systems, and must be able to demonstrate a satisfactory record of compliance with legal requirements in their business conduct.

  2. Labor and Human Rights

    Antidiscrimination. Suppliers shall not discriminate against any worker based on race, color, age, gender, ethnicity, disability, religion, or other legally recognized factors in hiring and/or employment decisions.

    Child Labor. The employment or use of underage labor by suppliers is strictly prohibited.

    Education. Both Combe and its suppliers shall take reasonable measures to ensure that employees who are responsible for supply side management receive training on human trafficking and slavery, with a focus on the risks within supply chains.

    Freedom of Association and Collective Bargaining. Suppliers shall respect the principles of freedom of association and collective bargaining as they are defined by applicable law.

    Forced Labor. Suppliers shall not use forced or involuntary labor, whether bonded, prison, military, compulsory or indentured labor, including debt servitude. All employment must be voluntary with employees free to leave work or terminate their employment status with reasonable notification.

    Humane Treatment. Suppliers must be committed to a workplace free of harassment. Suppliers shall not threaten and/or harass workers, and shall not physically abuse employees.

    Human Rights. Suppliers must uphold the human rights of workers, and treat them with dignity and respect.

    Wages and Benefits. Suppliers shall provide workers with pay and benefits as required by applicable law or other requirements, including compliance with minimum wage and overtime requirements, and shall pay employees in a timely fashion.

    Work Hours and Overtime. Suppliers shall set work schedules and overtime policies consistent with legal requirements. Suppliers shall abide by maximum hour and workweek laws.

  3. Health and Safety

    General. Suppliers shall provide workers with a safe, clean and healthy work setting.

  4. Environment

    General. Suppliers shall comply with all applicable environmental laws and regulations.

  5. Fair Business Practices

    General. Suppliers shall act with integrity and in a lawful manner in the proper handling of competitive data, proprietary information and other intellectual property, and shall comply with applicable legal requirements regarding fair competition, antitrust, and truthful marketing of products and services.

  6. Anti-Corruption

    General. The offering or acceptance of bribes, kickbacks, and/or other illegal payments subverts fair competition, and erodes the moral standing of all those involved. This would include gratuities (i.e., meaning anything of value) offered to governmental officials or employees. These activities are not condoned and will not be tolerated. Additionally, Combe prohibits the offer or acceptance of gifts or gratuities that the recipient would likely consider to be of substantial value.

    Compliance. Suppliers shall comply with the Foreign Corrupt Practices Act of 1977 (FCPA) (15 U.S.C. §§ 78dd-1, et seq.) and all applicable laws and regulations related to anticorruption and bribery.

  7. Enforcement

    General. Suppliers must demonstrate compliance with this Supplier Code of Conduct upon request of Combe. Combe reserves the right to audit compliance either directly or a through independent third party. If a Supplier fails to comply with any aspect of this Supplier Code of Conduct, Combe shall insist upon the implementation of corrective action(s). Combe reserves the right to terminate any arrangement or agreement with any Supplier that cannot demonstrate compliance with this Supplier Code of Conduct and/or fails to take the required corrective action(s).

  8. Management System

    General. Suppliers shall adopt and maintain internal management systems that support compliance with the content of this Supplier Code of Conduct. Additionally, the management systems should be designed in a manner which ensures compliance with legal requirements and customer requirements.