01 June 2021
This Supplier Code of Business Conduct and Ethics (this “Code”) replicates the liability of ChainsBerg, and their affiliates worldwide to conduct business with undisputable integrity and in compliance with all applicable laws, rules, and regulations and to partner with companies that share ChainsBerg’s commitment. This Code applies to anyone –including suppliers, vendors, contractors, and agents (collectively, “Suppliers”) that supply products and/or services to ChainsBerg. This Code defines our minimum expectations. ChainsBerg’s Suppliers must, directly or indirectly, through its subcontractors, comply with all international, national, country, and local laws and ordinances and all lawful orders, rules, regulations, codes, standards, and treaties. Non-compliance, directly or indirectly, with any directive, rule, or regulation stated in this Code will result in immediate termination of the business relationship. In addition, ChainsBerg will seek any available remedies at law or in equity for such violation.
Suppliers must comply with all applicable laws and regulations in their country of operation. In addition, Suppliers must not directly or indirectly give or receive improper business advantage by giving or receiving anything of value in exchange for preferential treatment. Suppliers are expected to maintain strict compliance with all applicable laws, including, but not limited to, regulations regarding:
- Anti-corruption and anti-bribery;
- Political contributions and payments;
- Import and export controls; and
- Trade and antitrust.
Suppliers are required to comply with all international, national, country, local laws and ordinances and all lawful orders, rules, regulations, codes, and treaties governing the import, export, re-export, and transportation of goods and materials.
ChainsBerg believes in free and open competition and complies with the antitrust and competition laws in every country where we do business. Suppliers shall not misrepresent the characteristics of ChainsBerg’s products or services, act dishonestly, or engage in any other unfair or anticompetitive practices. Suppliers should avoid creating even the appearance of improper conduct. Suppliers are required to comply with all applicable antitrust and competition laws and regulations. Robust and fair competition practices include, but are not limited to:
- Bidding independently from competitors;
- Not discussing bidding practices with competitors;
- Not entering into agreements, collaborative practices, or understandings that could restrict competition.
- Not exchanging sensitive information with competitors (including pricing, costs, production data, market data, sales territories, supplier or distribution channels, customer lists, or other non-public business information); and
- Only gathering information about competitors using means that are ethical and legal.
ChainsBerg will not tolerate any act that involves theft, fraud, falsification, embezzlement, or misappropriation of any ChainsBerg or customer asset. These dishonest acts are incompatible with ChainsBerg’s values and culture. Suppliers shall not engage in any such misconduct including, but not limited to:
- The theft of funds or property;
- Misusing resources for private purposes;
- Making or submitting false claims;
- Forging invoices or creating fraudulent reports or documentation;
- Misrepresenting the nature of transactions; and
- Intentionally filing false financial records or statements.
Giving or Receiving Gifts, Travel, or Entertainment
Providing gifts, travel, or entertainment can be appropriate under certain circumstances (i.e., gift baskets at holiday time). However, it can also create the appearance of impropriety and/or violate the law. Therefore, suppliers must never offer, give, request, or receive anything of value in exchange for an improper business benefit or improperly influencing an act or decision.
Gifts, travel, and entertainment that give the appearance of impropriety or illegal, lavish, frequent, vulgar, and/or in exchange for an improper business advantage are strictly prohibited.
Suppliers shall ensure that any gifts, travel, and entertainment are permitted by this Code and all applicable local or other laws, regulations, or policies. They are always modest and infrequent, reasonable, adequately recorded, and for a legitimate purpose.
Data Privacy / Proprietary Information / Intellectual Property
Privacy, data, and information security are of the utmost importance to ChainsBerg. Suppliers shall keep the personal information of ChainsBerg customers and employees confidential and secure. Additionally, Suppliers shall be compliant with applicable laws and regulations on collecting, transferring, processing, and retention of personal information. Access to personal information should be restricted to those employees of the supplier designated as needing to know that information for legitimate business or legal reasons.
ChainsBerg proprietary data and information is disclosed in confidence and shall be and remain ChainsBerg’s sole property. Such items or any copies, articles, or parts therefrom will not be furnished to others without ChainsBerg’s written consent. Supplier agrees that:
- No rights or licenses are granted to Suppliers for any communicated ChainsBerg proprietary data or information.
- The supplier will protect the confidentiality of ChainsBerg’s proprietary data and information in the same manner that it protects the confidentiality of its own similar confidential information, but in no event using less than a reasonable standard of care; and
- The supplier will keep a non-disclosure agreement with ChainsBerg to protect the integrity and proprietary nature of all ChainsBerg confidential information.
Environment, Health, and Safety
A supplier must provide a safe and healthy working environment for all employees, including appropriate controls, safety procedures, preventative maintenance, and protective equipment. All business practices must comply with all relevant local and national laws, codes, and regulations. ChainsBerg expects its Suppliers to continually look for ways to minimize waste, emissions, and discharge in their operations, products, and services and establish and maintain a management system or program that encourages continual improvement in environmental, health, and safety performance.
Labor / Human Rights / Human Resources
Child abuse and Labor: Suppliers must only employ workers who meet the applicable minimum legal age requirement. Suppliers are also expected to comply with all other applicable child labor laws. ChainsBerg is committed to eliminating the “worst forms of child labor,” as defined by International Labor Organization (ILO) Convention 138 & 182, from its operations. We expect our Suppliers to support and participate in industry efforts aimed at eliminating such practices wherever they exist in the supply chain.
Forced Labor: Suppliers must not utilize or benefit in any way from forced or compulsory labor, nor utilize factories or subcontractors that force unpaid labor. Suppliers must support and respect the protection of internationally proclaimed human rights and not willingly or knowingly assist in any violation of human rights, nor benefit from human rights abuses committed by another party, nor remain silent when human rights violations are being committed.
Wages and Hours: Suppliers should provide wages at least equal to the applicable legal minimum wage and any associated statutory benefits. If there is no legal minimum wage, Suppliers must ensure that wages are at least comparable to those at similar companies in the local area or to prevailing industry norms. Likewise, working hours should reflect applicable legal norms, and overtime hours should be paid at the legally mandated rate or at least at the same rate as regular hours worked if there is no mandated rate.
Discrimination: Hiring and employment decisions, including those relating to compensation, benefits, promotion, training and development, discipline, and termination, should be made solely on the basis of the skill, ability, and performance of workers. Discrimination is not permitted on the basis of race, color, age, religion, gender, political opinion or membership, national extraction, social origin, disability, or maternity.
Freedom of Association: Suppliers should respect their employees’ right to freedom of association, including the right to collectively bargain, be consistent with local laws, and ensure that all employment relationships are of a voluntary nature.
Human Trafficking and Slavery: ChainsBerg is opposed to slavery and human trafficking and is committed to complying with applicable laws prohibiting such exploitation. Suppliers are expected to fully comply with all laws, rules, and regulations in support of ChainsBerg’s efforts.
Conflict of Interest / Ethics
Suppliers must avoid actual or apparent conflicts of interest and should make sound business decisions in the best interests of ChainsBerg, undistorted by personal interests. A conflict of interest may exist whenever a Suppliers’ private interests or personal activities or relationships interfere or appear to interfere with the duties performed at, or owed to, ChainsBerg. If you discover that a personal activity, investment, interest, or association could compromise –or even appear to compromise –your objectivity or ability to make impartial business decisions, disclose it immediately to your designated ChainsBerg procurement representative, who will contact the Chief Compliance Officer to obtain approval, if appropriate.
The ChainsBerg Code of Business Conduct and Ethics sets forth the ethical and legal standards of business conduct expected from all ChainsBerg directors, officers, and full-time, part-time, or temporary employees, as well as anyone else acting on behalf of ChainsBerg. As a supplier to ChainsBerg, it is essential that your employees are made aware of the content of this Code. Additionally, suppliers should have adequate monitoring and record-keeping systems to ensure compliance with this Code, and ChainsBerg reserves the right to audit such systems to verify supplier’s compliance.
Suppliers who believe that a ChainsBerg employee, or anyone acting on behalf of ChainsBerg, has engaged in illegal or otherwise improper or unethical behavior, such as requesting anything of value from a supplier, the supplier is asked to notify ChainsBerg by filing a report on the ChainsBerg Ethics and Compliance Hotline at email@example.com.
Supplier’s Certification of Compliance By accepting any purchase order from ChainsBerg or providing any goods or services pursuant to a contract with ChainsBerg, the supplier acknowledges acceptance of this Code and its agreement to comply with it all requirements of this Code. This Code supplements but does not supersede any and all rights maintained by ChainsBerg under any contract with the supplier. If you have additional questions about this Code, please contact your designated ChainsBerg procurement representative or email the ChainsBerg Legal & Compliance department at firstname.lastname@example.org.