Ordering procedure

1.Unless otherwise provided in writing, these general conditions of purchase (the “General Conditions’) shall apply to all orders for goods and services (hereinafter, the “Goods’) placed with UNIDAD VEHICULOS INDUSTRIALES S.A., (hereinafter, “UNVI”).

2. Orders shall be placed in writing in accordance with the model order form approved by UNVI from time to time, unless UNVI agrees with the Seller on another form of placing the order.

3. The selling party shall confirm the order in the same manner in which it was placed by UNVI.

4. The request for orders does not imply the recognition of any type of exclusivity in favour of the selling party, nor the assumption by UNVI of any type of obligation to place orders for Goods.

5. The commercial terms used in the orders are to be interpreted in accordance with the latest version of lncoterms (Issued by the International Chamber of Commerce). Delivery shall be made under DDP conditions to the named consignee, unless otherwise expressly agreed.

Plans and descriptions

6. Those drawings, models, tools and technical documentation, in all formats, related to the manufacture of the Goods or parts thereof, or to the implementation of the services entrusted to the Seller by UNVI, shall remain the property of UNVI. They may not be used, copied or reproduced by the Seller for any purpose other than internal use in connection with an order, quotation or shipment to UNVI, nor may they be transferred, given or made available to a third party unless UNVI has given its prior consent.

7. Those plans and documentation that have been delivered by the Seller to UNVI shall remain the property of the Seller. They may not be copied or reproduced by UNVI beyond what is necessary to have control over the delivery or part thereof. Nor may they be given to or brought to the knowledge of a third party, except with the consent of the Seller.

8. Unless otherwise agreed, the Seller shall provide UNVI, free of charge and no later than the time of delivery, with technical documentation that is sufficiently clear and detailed to enable UNVI to complete the installation, commissioning, management and maintenance (including routine repairs) of all parts of the Goods purchased. The documentation shall be written in Spanish. Delay in the delivery of the technical documentation shall be considered, for all purposes, as a delay in delivery.

Safety instructions and other legal requirements

9. The Goods supplied by the Seller shall be equipped with protective devices prescribed by the Spanish authorities and shall also offer protection satisfactory to UNVI against illness and accidents. If no additional requirements have been agreed, they shall at least comply with EU safety requirements.

The selling party shall be responsible for ensuring that the designs in all aspects comply with the legal requirements in force in Spain and in the EU, and shall be obliged to provide UNVI, at no cost to the latter, with evidence of such compliance (i.e. EU marking).

UNVI will not accept from its vendors any substance, compound or product made with any of the substances listed in ANNEX XVII of Regulation (EC) 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals, known as REACH.

Packaging, transport and marking

10. The Seller shall deliver the Goods in appropriate packaging. In the case of Goods or components of the Goods which are or may cause damage to the environment, they shall be packed and marked in accordance with the requirements laid down by the Spanish authorities.

11. The prices of the Goods shall in all cases include packaging, unless otherwise expressly agreed.

12. The Goods shall be marked in accordance with UNVI’s instructions.

13. Any costs arising from actions to be taken as a result of non-compliance by the Seller and/or the Seller’s subcontractors with the instructions in the order or with the provisions regarding shipment, packaging, marking, etc. shall be for the account and at the expense of the Seller.

Quality assurance

14. Unless otherwise agreed, quality tests shall be carried out in accordance with generally accepted quality standards within the relevant industry sector.

UNVI shall have the right at any time to monitor the Seller’s production work by inspecting its operations, carrying out sampling or any other examination UNVI deems necessary. Notwithstanding the foregoing, the performance of quality controls on the production work shall in no way limit the Seller’s contractual responsibilities.

In the event that the selling party subcontracts all or part of the production under the terms provided for in this document, the selling party shall guarantee that the subcontractors will allow UNVI to carry out production control work under the terms indicated in the previous paragraph.

The Seller is obliged to provide UNVI with all information requested in order to assess the quality of the Goods.

15. The Seller shall not make any changes in the quality or delivery of the Goods without the prior written consent of UNVI.

Shipping documents

16. Shipping documents shall be issued and attached to the Goods. The shipping documents shall state, for example, the address, the UNVI order number, the UNVI internal reference number (if applicable), the description of the Goods and the quantity ordered.

Delivery date

17. The Goods shall be delivered on the date(s) indicated in the order.

18. If the Seller considers that the agreed delivery date cannot be met, or if the Seller considers that a delay in delivery is likely to occur, the Seller shall notify UNVI immediately and in writing. In such notice the Seller shall state the reason for the delay as well as the date on which delivery is expected to be made. Such notification does not exempt UNVI from any of the rights to which it is entitled by reason of the delay in delivery.

19. Delivery before the due date shall require the prior approval of UNVI.

20. If the delay in delivery is due to any of the incidents mentioned in the following section (force majeure), or if it is the consequence of an action or default on the part of UNVI, the delivery date will be extended in a reasonable manner, taking into account the specific circumstances.

21. In the event of delay in delivery of all or part of the Goods foreseeable to UNVI and resulting from the fact that the Seller has failed to fulfil essential obligations, such as not having started the work on time or not having adapted the measures necessary for delivery within the agreed time, UNVI may always terminate the Contract in whole or in part.

22. In the event of partial deliveries of Goods agreed by the parties, UNVI may terminate the Contract in its entirety if the different parts delivered are so related to the remaining parts that UNVI is prevented from achieving the purpose of the Contract.

23. In the event that a delivery is delayed for any reason other than those listed in the following section (force majeure), if the delay is not due to UNVI’s action or default, UNVI shall be entitled to demand from the selling party a penalty equal to zero point five (0.5) per cent of the total value of the order for each week or fraction of a week of delay, unless otherwise agreed. Notwithstanding the foregoing, the total penalty shall not exceed twelve (12) per cent of the total value of the Contract.

In the event that the purchase has been cancelled by UNVI due to a delay, UNVI shall be entitled to demand from the selling party the penalty for each week or fraction of a week that has elapsed between the date on which the delivery should have been made and the date of cancellation of the order due to delay; in such cases, however, the limitation of compensation shall not apply.

Payment and pricing

24. The price shall be in EUROS, unless the parties agree in writing that the price shall be in another currency.

25. Payment shall be made in accordance with the terms and conditions agreed by the parties. In the event that an advance payment has been agreed, the Seller shall be obliged to provide security for the advance payment to the satisfaction of UNVI.

Unless otherwise agreed, payment shall be made within thirty (30) days on the 25th of each month from the date of invoice.

26. The prices are fixed and will therefore not be adjusted according to any index or exchange rate.

If a variable price has been agreed, late delivery or early delivery shall not result in an increase in price as a consequence of the application of the variable price clause as compared with the price that would have applied if delivery had been made on the relevant date.

27. Any changes to the price as a result of changes to the Goods purchased shall only be made if they have been agreed in writing.

Invoicing

28. The Seller shall issue one (1) invoice for each order/order number immediately upon delivery of the Goods to UNVI. Invoices shall be sent to UNVI to the invoice address stated on the order or digitally by purchase email.

Unless otherwise agreed in writing by the parties, invoices relating to more than one order or order that are issued more than thirty [30] days after delivery of the relevant Goods will not be accepted.

29. La factura tiene que incluir 1. El nombre de UNVI, 2. Dirección 3. Número CIF de la parte vendedora, 4. La dirección de facturación 5. El número de pedido 6. Persona de contacto de UNVI 7. Denominación de bienes de dicha entrega 8. El precio acordado (por cada posición correspondiente y en total) 9. Términos de pago conforme a lo establecido en las Condiciones Generales, 10. El impuesto sobre el valor añadido, Unless otherwise agreed in writing by the parties, invoices relating to more than one order or order that are issued more than thirty [30] days after delivery of the relevant Goods will not be accepted.
Unless otherwise agreed in writing by the parties, invoices relating to more than one order or order that are issued more than thirty [30] days after delivery of the relevant Goods will not be accepted.

29. The invoice must include 1. the name of UNVI, 2. the address, 3. the VAT number of the Seller, 4. the billing address, 5. the order number, 6. the contact person of UNVI, 7. the name of the Goods to be delivered, 8. the agreed price (for each item concerned and in total), 9. the terms of payment in accordance with the General Terms and Conditions, 10. the value added tax, 11. the agreed delivery date, 12. the quantity/number of the Goods covered by the order Terms of payment as set out in the General Conditions, 10. The value added tax, 11. The agreed delivery date, 12. The quantity/number of Goods covered by the order 13. UNVI’s internal reference number, and 14. any other information required under the relevant order.

30. The Seller acknowledges that invoices which are not in accordance with sections 28 and 29 above may result in costs to UNVI for which UNVI may require to be reimbursed. UNVI may return incorrect invoices to the Seller for rectification.

Guarantees

31. If there are defects or faults in the design, materials, manufacturing process or functionality, the Seller shall rectify such defects or faults at its own risk and shall bear the costs as set out below.

The Seller’s warranty commitment shall not, however, extend to defects or faults in the materials or designs prescribed by UNVI, provided that the Seller has advised UNVI of such defects or faults when indicating the materials or design to UNVI. If the Seller considers that it is unsuitable or clearly unsuitable to manufacture the Goods in accordance with the contract documents delivered, or with the drawings or technical regulations received, it shall notify UNVI immediately.

If the Seller’s design is changed or modified on the basis of a proposal from UNVI, the Seller shall be bound thereby and by its own design, unless otherwise agreed.

32. The Seller’s warranty undertaking as set out in section 31 above is limited to faults or defects which may appear within two (2) years of delivery. The warranty period shall be in force for the stated period irrespective of the operational life of the Goods covered by the warranty.

32. The Seller’s warranty undertaking as set out in section 31 above is limited to faults or defects which may appear within two (2) years of delivery. The warranty period shall be in force for the stated period irrespective of the operational life of the Goods covered by the warranty.
The Seller’s warranty commitment, as set out in section 31 above, refers only to faults or defects that may arise in the context of the correct handling of the Goods for the use for which they are intended, under reasonable conditions of use and conservation. The Seller’s warranty commitment does not cover failures or defects caused by improper maintenance, storage or installation by UNVI, nor by changes made to the Goods without the Seller’s authorisation, nor by normal wear and tear resulting from use, nor by improper repairs carried out by UNVI.

33. If as a consequence of the provisions of section 32 above part or all of the Goods have to be treated, changed or replaced, the selling party shall be liable for such treatment, change or replacement in accordance with the same rules as those laid down in respect of the original Goods.

34. Upon receipt of information from UNVI about faults or defects, the Seller shall remedy the faults immediately and shall bear the costs. If the nature of the fault means that it cannot be remedied at its location, UNVI shall facilitate the performance of the work by returning the defective parts to the Seller for treatment, exchange or replacement and the Seller shall bear all costs.

If the Seller fails to remedy the described faults or defects within a reasonable period of time after UNVI’s notification thereof, UNVI shall be entitled to terminate the Contract provided that the fault or defect is of a substantial nature. If the Seller fails to remedy the faults or defects, UNVI shall at all times be entitled to remedy the same at the Seller’s risk and expense, or to claim a corresponding reduction in the purchase price for the fault or defect, or to withhold the corresponding amount from the price of any other order placed by UNVI with the Seller for which payment is outstanding.

Lack of stock

35. The selling party must notify UNVI in writing of the lack of stock of the product at a given time as soon as it becomes aware of it. Notwithstanding the foregoing, if the lack of product stock is due to the cessation of production or sale of the same, the selling party must notify UNVI at least twelve (12) months in advance of which products or components will no longer be manufactured or sold.

In this regard, the selling party shall use its best efforts to obtain a similar product or component that can replace the obsolete product or component, provided that it complies with the standards and specifications set by UNVI.

Infringement of third party rights

36. The Seller warrants that the use or resale of the Goods by UNVI or its customers shall not infringe any patent rights, copyright, design rights, trademark rights, trade secret or any other similar rights. The Seller shall not be liable for any infringement of such rights to the extent that it is caused by the design documents and technical requirements it receives from UNVI. In the event of any infringement of rights for which the Seller is responsible, the Seller shall indemnify UNVI and its customers for any damages suffered by them as a result of such infringement. At the request and decision of UNVI, the Seller shall hold harmless and compensate UNVI for the costs incurred in its defence (including reasonable attorney’s fees) or bear the costs relating to the defence of UNVI and its customers against claims of infringement, and compensate for damages, etc. that may be imposed on them, and compensate UNVI for the costs. Either contracting party shall notify the other party immediately of the filing of any claim or suit for infringement of third party rights, or of the eventual filing of the same, and shall assist the other party with such information as may be deemed significant.

Trademarks

37. The selling party shall have no right to use UNVI’s trademarks, including logos and corporate identity, for any purpose whatsoever, except with the prior written consent of UNVI.

Personal. Independence of the parties

38. The Seller shall be responsible for the contracting of all personnel assigned to the provision of Goods under the Contract, as well as the payment of wages and salaries, the management of said personnel and the fulfilment of all labour, tax, Social Security and occupational health and safety obligations to that effect, and UNVI shall not be liable in any case for these concepts except in those cases in which it is legally obliged to do so.

UNVI may, at any time, require the selling party to prove that it is up to date in the fulfilment of these obligations, and in particular that it is up to date in the payment of salaries and payment obligations with the Social Security and Tax Authorities.

39. Furthermore, the selling party shall strictly comply with the provisions of the documentation relating to information for external personnel on risks affecting external companies, in force from time to time, which shall be provided by UNVI from time to time.

In the event of non-performance, UNVI may deny access to its premises to the Vendor’s personnel and may terminate the Contract at any time.

Insurance

40. The Seller shall have taken out and maintain in force insurance to cover its liability under the Contract (including any cover which may arise for the Seller under product liability regulations) in accordance with standard market terms and with reputable insurance companies.

At UNVI’s request, the seller shall prove the existence and validity of the insurance.

Right of access for audit

41. The Seller shall (free of charge) provide assistance to UNVI, its auditors and any public authorities, including regulators, and provide access to its employees and information on file when reasonably required in order to carry out such audits and inspections of the Seller and its subcontractors as may be necessary in connection with the fulfilment of its obligations under the General Conditions, business continuity, financial matters and any other matters required by regulatory bodies.

The right of access shall subsist for the duration of the Contract and for an additional period after its termination; the duration of such additional period shall be agreed by the parties on a case-by-case basis.

Confldenclality

42. Each party is responsible for ensuring that all information, whether oral or written, obtained by it from the other party as a result of the Contract and the placing of orders by UNVI with the Seller (“Confidential Information”) is not disclosed to third parties without the prior written consent of the other party. Notwithstanding the foregoing, a party may disclose Confidential Information if, and to the extent that, (a) disclosure is required by applicable Law, administrative or judicial order; (b) the Confidential Information was already in the possession of the other party prior to its receipt under the Contract (and the other party has documents to evidence this) or (c) the Confidential Information disclosed has become public knowledge through no fault of the other party.

43. The seller is responsible for ensuring confidentiality among its employees and collaborators, the seller being liable for any breach by them.

44. The obligation of confidentiality provided for in section 43 above shall be in force during the term of the Contract and shall survive for a period of three (3) years from the date of termination of the Contract.

Termination

45. In the event of the Seller’s insolvency; or the commencement of negotiations concerning the granting of default contracts or equivalent arrangements with the Seller’s creditors; or the occurrence of a material change, direct or indirect, in the shareholding of the Seller which UNVI reasonably believes may jeopardise the continuity of the business relationship between the parties as heretofore maintained or if any circumstance occurs, such as the unsuccessful execution of a lien or bankruptcy; or if there is information of any kind that allows UNVI to reasonably assume that the selling party may not be able to fulfil the agreed obligations; UNVI shall be entitled to terminate the Contract early, immediately and without any right to compensation.

46. The termination of the Contract, in whole or in part, shall not affect the rights and obligations that have arisen prior to the termination of the Contract, which shall continue to be governed by the terms of the Contract until such rights and obligations have been fully performed.

47. Either party shall have the right to terminate the Contract, in whole or in part, if the other party commits a material breach of the terms and conditions of the Contract and fails to remedy the breach within thirty (30) calendar days after written notice (including a description of the alleged breach) from the other party.

48. Either party may terminate the Contract, in whole or in part, without cause, upon prior written notice to the other party. Unless otherwise agreed in writing, UNVI shall give three (3) months’ notice to the selling party and the selling party shall give six (6) months’ notice of its intention to terminate the Contract.

Grounds for exemption (Force majeure)

49. The Seller shall be excused from the performance of its obligations under the Contract when any of the following circumstances occur and prevent the performance of the Seller’s obligations under the Contract or make the performance thereof extraordinarily burdensome to the Seller: labour disputes; and other circumstances beyond the Seller’s control such as fire, war, military mobilisation or conscription, confiscation, riots and uprisings, and general restrictions on the supply of materials or products necessary for the manufacture of the Goods caused by any of the causes set out in this paragraph.

Sustainability

50. The Vendor agrees and undertakes to comply with all requirements of the Supplier Code of Conduct included in the United Nations Global Compact, if more stringent requirements apply pursuant to laws or regulations in the jurisdictions where the Supplier operates, the Supplier also undertakes to comply with such more stringent requirements. The Supplier agrees to ensure such requirements with its suppliers.

Subcontractors

51. The Seller shall not subcontract all or any part of its obligations under the Contract without the prior written consent of UNVI. In the event of subcontracting, the Seller shall be liable for the work performed by the subcontractor on the same terms as for its own and, in any event, the subcontractor’s breach shall be deemed to be the Seller’s breach.

Notifications

52. All notices that must or may be given under the Contract and the General Conditions shall be in written form and shall be sent by registered post or email to the registered office of the Seller or UNVI, as the case may be, unless otherwise agreed.

Notifications shall be deemed to have been made on the date on which they are sent. Any correspondence between the Seller and UNVI shall include the order number to which it refers.

Changes in the address for service of each selling party shall be made in accordance with the provisions of this section.

53. Neither contracting party may avoid performance of its obligations under the Contract solely on the basis of the existence of an ongoing procedure.

Labour and Human Rights

UNVI fundamentally affirms that all people should be treated with respect and dignity. Employers have a great impact on the well-being of their employees and therefore have a great obligation to them. UNVI and its suppliers are responsible for unfailingly following the highest human rights standards wherever they operate.

Discrimination

Employees should be selected, recruited and supported on the basis of their qualities and capabilities. Suppliers shall not practice any form of discrimination based on gender, age, religion or other belief, caste, social origin, disability, ethnic, national or territorial origin, nationality, trade union membership or membership in any other legitimate organisation, political affiliation or opinion, sexual orientation, gender identity or expression, family responsibility, marital status, illness, pregnancy or other conditions that may give rise to discrimination.

Harassment

Suppliers shall be committed to a workplace free of harassment and shall foster a social environment with respect for the individual. Suppliers shall ensure that employees are not subjected to any inhumane physical or psychological treatment, corporal punishment, threats or false promises.

Forced or compulsory labour

Suppliers must ensure that they do not recruit workers under any form of forced, slave, bonded, illegal, involuntary, demeaning or degrading labour. Suppliers are expected to work proactively against forced labour and take particular care when recruiting migrant workers, both directly and indirectly.

Employees should never pay the supplier or agent any fees or costs for uniforms, personal protective equipment, or other expenses necessary to obtain and retain employment. If instances of such fees or expenses are found, they must be reimbursed immediately.

Suppliers shall not withhold original identification or travel documents from employees at any time.

Suppliers shall provide all employees with a written contract in a language they understand. The content should also be explained verbally in clear and understandable terms. The contract should clearly state the voluntary nature of the employment and the procedures for leaving the job. Suppliers shall only hire workers legally authorised to work in the host country.

Child labour

Child labour is unacceptable. The supplier shall not directly or indirectly employ children under the age of 15 years, unless the exceptions recognised by ILO Convention 138 Minimum Age Convention apply.

Suppliers should have a child labour policy and a remediation plan for child labour. If a child is found working in UNVI’s supply chain, UNVI and the suppliers involved share responsibility for identifying measures to ensure the protection of the child concerned. It is of utmost importance to always protect these children from being forced into more harmful work such as prostitution or drug trafficking.

Young workers

Suppliers shall ensure that workers legally under the age of 18 do not work overtime or night work and are protected from working conditions that are detrimental to their health, safety, morals or development.

Salaries and Benefits

Suppliers shall pay minimum wages and benefits, legal standard wages according to the applicable government or industry, or wages agreed under a collective bargaining agreement, whichever is higher. Wages and benefits shall be paid on time, regularly and in a transparent manner.

The level of wages will reflect the level of skills and qualifications and will relate to regular working time. Overtime will be compensated at a premium overtime rate.

Suppliers shall not withhold payments, apply penalties or make deductions from wages, unless prescribed by law or a collective bargaining agreement.

Working Hours

Suppliers shall ensure that a regular working week for workers does not exceed 48 hours, in accordance with the ILO Hours of Work Convention. During shorter periods of emergency situations, voluntary overtime is permitted, but shall be restricted to a maximum of 12 hours per week per employee. Suppliers shall give employees the right to daily work breaks, paid annual leave and the right to at least one day off every seven days, unless there are exceptions defined in collective agreements. For the avoidance of doubt, if local laws and/or any applicable collective bargaining agreement(s) are more beneficial to employees than the above, such laws or collective bargaining agreements shall apply as set out above.

Freedom of association and collective agreements

Suppliers shall respect the basic right of employees freely, voluntarily and without interference to establish and join, or not to join, trade unions and employee representation of their choice and to bargain collectively.

Health and safety

UNVI believes that a healthy and safe working environment is crucial for the well-being of employees. UNVI also believes that taking care of employees contributes to a sustainable organisation and will improve quality, productivity and profitability. Employees will always have the right to refuse and report unsafe situations without retaliation.

Health and safety risk prevention

Suppliers shall ensure that a process is in place to identify, evaluate and prioritise the elimination of health and safety risks. Suppliers shall provide an appropriate working environment with safe facilities that are fit for the purpose of the work performed.

Suppliers shall ensure that employees have the appropriate personal protective equipment, machinery and safety equipment, as well as instructions on their proper use. These instructions shall be communicated to and understood by the employees concerned.

Emergency preparedness

Suppliers shall identify accident risks to mitigate, limit and/or prevent harm. Emergency plans should be developed and implemented for each situation. All employees should be aware of the risks in their own operations and how to act in different types of crisis situations that may occur.

Suppliers shall have fully operational fire extinguishing equipment, fire exits, first aid equipment, emergency plans, alarm procedures and easily accessible and sufficient signage throughout the facility.

Suppliers should ensure that employees trained in first aid, fire safety and crisis support are always present in the workplace and clearly displayed. Response to various types of crisis situations should be trained regularly.

Accidents and accident potential

Suppliers shall have systems in place to report, investigate and take action on all accidents, potential accidents and unsafe situations. Managers and employees should be aware of these cases, understand the importance of preventive work and corrective actions and practice it in their daily work.

Facilities

Suppliers must provide clean and safe facilities, including dining areas, food storage, changing rooms and rest areas. Employees should always have access to drinking water and toilets.

Ergonomics in the workplace

The supplier must identify ergonomic loading hazards and assess employee exposure. Ergonomic loading includes conditions that can affect the muscles and joints of the human body, such as working position, repetitive movements, physical loading and lifting positions. Involved employees should be involved in the design or redesign of workplaces.

Health and Safety Committee

Suppliers should have effective co-operation between employees and managers to continuously improve health and safety in the workplace. Suppliers should have health and safety committees with employee representation to manage health and safety issues even when not required by law.

Environment

UNVI and its suppliers must strive at all times to improve the environmental performance of their products and services as well as to reduce the use of natural resources. Suppliers are required to have a thorough understanding of their own environmental challenges and should always strive to choose alternatives with less environmental impact.

Resource efficiency

Suppliers must monitor and implement measures taken to reduce the use of energy, water, raw materials and packaging materials. Energy used in the Supplier’s facilities should come from non-fossil fuel based energy sources.

Emissions and waste treatment

Suppliers shall monitor and implement measures taken to reduce emissions to air. Suppliers shall implement systematic waste management for wastewater, hazardous and non-hazardous waste. Oils, chemicals, batteries and other hazardous waste should be kept separate from other waste and handled to prevent leakage into the air, water or soil. Waste should be sorted for reuse or recycling. Landfilling should always be avoided.

Chemical products

Suppliers shall have implemented methods, procedures and equipment to introduce, handle, label and store chemicals safely in order to minimise negative impact on people and the environment. Suppliers should actively work to limit and restrict their number of chemicals and select chemicals with the lowest possible risk to health and the environment. Suppliers should always conduct risk assessments and take measures to minimise any negative impact on people and the environment before introducing new chemicals. Employees working with hazardous chemicals will always need to have up-to-date and accessible instructions regarding risk management and emergency preparedness.

The supplier shall always provide Safety Instructions for all chemicals used in, or in connection with, any item where there is a risk that UNVI personnel may be exposed to such chemicals.

Ethics

UNVI is committed to conducting business ethically and in accordance with the law and requires the same for its suppliers. Relations between UNVI and its suppliers must be trustworthy and transparent.

Competition and antitrust

UNVI requires its Suppliers to comply with valid and applicable competition and antitrust laws. In particular, suppliers shall not enter into anti-competitive agreements with competitors, suppliers, customers or other third parties and shall not abuse a dominant market position.

Conflict of interest

Personal interests or relationships will not influence supplier decision-making, only objective and fact-based criteria are valid.

Gifts, hospitality and invitations

UNVI suppliers shall not offer UNVI employees or any other business partner any improper benefits, either directly or indirectly in the form of gifts, hospitality or invitations to improperly influence them. Nor shall they ask for or accept such benefits.

Responsible sourcing of minerals

The minerals trade in some parts of the world finances the deadliest conflicts and the worst forms of human rights violations. Suppliers should exercise due diligence in accordance with the relevant parts of the OECD Due Diligence Guidance or equivalent processes along their mineral supply chains. This includes implementing policies and measures to identify risks and take appropriate steps to ensure that the minerals used do not directly or indirectly finance or support armed conflict through the extraction, transport, trade, handling or export of those minerals.

Training

Suppliers shall develop, implement and maintain a training plan for employees. Training shall be tailored to each individual, ensuring that each employee is equipped with the appropriate skills and knowledge related to their job tasks. UNVI’s statement and policies shall be clearly and thoroughly communicated to its employees.

Supplier management

Suppliers are responsible for ensuring compliance with the Supplier Code of Conduct in their supply chain. Suppliers shall conduct audits of their supply chain upon request by UNVI. Any non-compliance identified in the supplier’s supply chain must be assessed and remedied within a reasonable timeframe and at no additional cost to UNVI.