Vendor Code of Conduct

These principles are reflected in this Code of Conduct (“Code of Conduct“), which establishes the minimum

standards that must be met by any Vendor that sells goods or services to or does business with Budderfly,

regarding:

• Vendor’s treatment of workers;

• workplace safety;

• the impact of Vendor’s activities on the environment; and

• Vendor’s ethical business practices.

 

Applicability

This Code of Conduct applies to all Vendors that provide goods or services to Budderfly. Vendor is

responsible for compliance with the standards set out in this Code of Conduct (“Standards“) throughout its

operations and throughout its entire supply chain and with its subcontractors.

Without limiting Vendor’s obligations hereunder, Vendor shall comply with the Standards in:

• all of its facilities; and

• all of its operations, including with respect to manufacturing, distribution, packaging, sales,

marketing, product safety and certification, equipment installation and maintenance services,

intellectual property, labor, immigration, health, worker safety, and the environment.

Without limiting Vendor’s obligations hereunder, Vendor is responsible for compliance with the Standards

by all of its suppliers, vendors, agents, and subcontractors (“Partner(s)“).

 

Slavery and Human Trafficking

All labor must be voluntary. Vendor shall not support or engage in slavery or human trafficking in any part

of its supply chain.

Without limiting Vendor’s obligations hereunder, Vendor shall not, and shall ensure that its Partners do not,

support or engage in, or require any:

• compelled, involuntary, or forced labor;

• labor to be performed by children;

• bonded labor;

• indentured labor; and

• prison labor.

Compliance and Documentation

Vendor shall:• Implement and maintain a reliable system to verify the eligibility of all workers, including:

• age eligibility; and

• legal status of foreign workers.

• Implement and maintain a reliable recordkeeping system regarding the eligibility of all workers.

Hazardous Work

Without limiting Vendor’s obligations hereunder, Vendor shall not, and shall ensure that its Partners do not,

support or engage in, or require any hazardous labor to be perfomed by any person under the age of 18.

Hazardous labor involves any work, that by its nature or the circumstances in which the work is undertaken,

involves the substantial risk of harm to the safety or health of the worker or coworkers if adequate

protections are not taken.

Identification Papers

Without limiting Vendor’s obligations hereunder, Vendor shall not require any worker to surrender control

over original:

• identification papers or documents giving a foreign worker the right to work in the country;

• identification papers or documents, such as a passport, giving a foreign worker the right to enter or

leave the country; or

• documents, such as a birth certificate, evidencing the worker’s age.

Financial Obligations

Without limiting Vendor’s obligations hereunder, Vendor shall not, whether or not as a condition to the right

to work, require any worker (or worker’s spouse or family member) to, directly or indirectly:

• pay recruitment or other fees or other amounts (monetary or in-kind);

• incur debt.

• make financial guarantees; or

• incur any other financial obligation.

Freedom of Movement

Without limiting Vendor’s obligations hereunder, Vendor shall ensure that workers have the right to freedom

of movement without:

• delay or hindrance; or

• the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation.

Worker freedom of movement rights include each worker’s right to leave any Vendor facilities without

retaliation:

• at the end of each workday;

• based on reasonable health and safety-related justifications; and

• based on any reasonable circumstances, such as personal or family emergencies.

Freedom to Terminate Employment

Without limiting Vendor’s obligations hereunder, Vendor shall allow workers to terminate their employment

or work arrangement:

• without restriction; and

• without the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary

obligation.

Supply Chain Tansparency

Vendor must assess its supply chain to evaluate risk of slavery and human trafficking. Budderfly may

request from Vendor a full supply chain map in order to facilitate risk assessment and guage compliance with

the Standards. Vendor must be transparent about all known suppliers in its supply chain used to produce

goods or services for Budderfly and provide Budderfly such information upon request.

 

Compensation and Benefits

Vendor must compensate all workers with wages, including overtime premiums, and benefits that at a

minimum meet the higher of:

• the minimum wage and benefits established by applicable law;

• collective agreements;

• industry standards; and

• an amount sufficient to cover basic living requirements.

Vendor’s obligation to compensate and provide benefits applies to all workers at all times, including during

periods of training, apprenticeship, and probation.

Documentation

Vendor shall:

• provide proof of payment to workers in the workers’ native language showing hours worked, wage

amounts and rates (regular, overtime, and bonus), and deductions;

• ensure that proof of payment is accurate, is clearly calculated, and enables workers to quickly verify

the amount of payment and method of calculation; and

• maintain proper documentation of wage payments for their internal records.

Deductions

Vendor shall not make any deductions from wages, except income tax withholding and others that are both

customary and legally allowed.

 

Work Hours

Regular Work Hours

Vendor shall not require or allow workers to work more than the maximum legally permitted number of

hours per week.

Overtime Work Hours

Additional overtime hours are voluntary, and must not exceed the maximum legally permitted number of

overtime hours worked per week.

Rest and Lunch Breaks

Vendor shall allow workers to take:

• reasonable rest breaks, including bathroom breaks; and

• reasonable lunch breaks.

Documentation

Vendor shall:

• use an industry-accepted time-keeping system to track worker work hours; and

• develop work-hour policies to ensure compliance with this Code of Conduct and applicable law.

 

No Discrimination, Abuse, or Harassment

Vendor shall not discriminate in hiring, compensation, training, advancement or promotion, termination,

retirement, or any other employment practice based on race, color, national origin, gender, gender identity,

sexual orientation, military status, religion, age, marital or pregnancy status, disability, or any other

characteristic other than the worker’s ability to perform the job.

Vendor shall treat workers with respect and dignity.

Vendor shall not subject workers to corporal punishment, or physical, verbal, sexual, or psychological abuse

or harassment. Vendor must not condone or tolerate such behavior by its Partners.

 

Health and Safety

Vendor shall provide a safe, healthy, and sanitary working environment. Vendor shall implement procedures

and safeguards to prevent workplace hazards, and work-related accidents and injuries, including procedures

and safeguards to prevent industry-specific workplace hazards, and work-related accidents and injuries, that

are not specifically addressed in these Standards.

General and industry-specific procedures and safeguards include those relating to:

• health and safety inspections;

• equipment maintenance;

• maintenance of facilities;

• worker training covering the hazards typically encountered in their scope of work;

• fire prevention; and

• documentation and recordkeeping.

Vendor shall provide workers adequate and appropriate personal protective equipment to protect workers

against hazards typically encountered in the scope of work.

Facilities

Vendor shall:

• ensure that all facilities in which Vendor operates meet all applicable building codes and industry

design and construction standards;

• obtain and maintain all construction approvals required by law;

• obtain and maintain all zoning and use permits required by law;

• without limiting Vendor’s obligations hereunder, ensure that all Vendor facilities have:

• an adequate evacuation plan;

• adequate, well-lit (including emergency lighting), clearly marked, and unobstructed emergency

exit routes, including exits doors, aisles, and stairwells;

• a sufficient number of emergency exit doors, which are located on all sides of each building, are

unlocked (from the inside), and are readily opened from the occupied side and swing in the

direction of emergency travel;

• visible and accurate evacuation maps posted in the local language, and including a “you are

here” mark;

• adequate ventilation and air circulation;

• adequate lighting;

• adequate first aid kits and stations;

• adequate fire safety, prevention, alarm, and suppression systems;

• adequate access to potable water; and

• adequate access to private toilet facilities.

• post safety rules, inspection results, incident reports, and permits, in each case, as required by law.

If Vendor provides dining facilities for its workers, it shall provide safe, healthy, and sanitary facilities

(including food preparation and storage areas) that comply with all the Standards set out in the Health and

Safety section of this Code of Conduct. Without limiting Vendor’s obligations hereunder, Vendor shall

obtain and maintain all food preperation permits and health certificates required by law.

 

Freedom of Association and Collective Bargaining

Vendor shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate

with groups of their choice, including the right to form or join trade unions and to engage in collective

bargaining.

Without limiting Vendor’s obligations set out above, Vendor shall not:

• take any action to prevent or suppress the workers’ exercise of freedom of association or collective

bargaining rights;

• discriminate or retaliate against, or discipline or punish, any worker who supports or exercises

freedom of association or collective bargaining rights;

• discriminate or retaliate against, or discipline or punish, any worker who raises collective bargaining

compliance issues; or

• discriminate or retaliate against, or discipline or punish, any worker based on union membership or

the worker’s decision to join or not join a union.

Environmental Protection

Operation of Vendor’s Facilities

Vendor shall operate its facilities in compliance with all environmental laws, including laws and international

treaties relating to:

• waste disposal;

• emissions;

• discharges; and

• hazardous and toxic material handling.

 

Inputs and Components

Vendor must ensure that the goods that it manufactures (including the inputs and components that it

incorporates into its goods) and all of the services it provides comply with all environmental laws and

treaties. Vendor must ensure that it will only use packaging materials that comply with all environmental

laws and treaties.

 

 

Gifts and Entertainment

Vendor must maintain the highest ethical standards. Vendor must not offer cash, favors, gifts, or

entertainment to Budderfly’s team members, except for moderately priced entertainment, food, beverages,

meals or tickets to local events provided as part of a working or networking meeting or session to benefit and

advance positive working relationships and company interests, and unsolicited gifts of nominal or

insignificant value not given in anticipation of, or in exchange for, a favor. Whether entertainment, food, etc.

is moderately priced and whether a gift is of nominal or insignificant value will depend on the circumstances

of each case taking into account the salary of the employee, the frequency or infrequency of the

entertainment or giving, the expectation of benefits, and other similar factors.

 

Integrity and Transparency:

Vendor shall conduct its business in accordance with the highest standards of integrity and transparency in

all of its business dealings and will have controls in place that prohibit and detect the misuse of company

assets, corruption, bribery, improper gifts, extortion, embezzlement and the appearance of conflicts of

interest. Vendor’s integrity and transparency practices will include:

• Engaging in fair, legal and honest business practices with customers, employees, subcontractors and

Budderfly.

• Maintaining transparent and accurate business records including records that accurately reflect its

business dealings and evidence compliance with applicable law and the Standards.

• Identifying, disclosing and managing any actual or potential conflicts of interest that may include

Vendor’s business decisions or its relationship with Budderfly.

• Ensuring the integrity, confidentiality, and availability of Budderfly’s data, including personal data,

confidential information, intellectual property and other sensitive information.

 

Anti-Corruption

Vendor must prohibit all forms of corruption, bribery, kickbacks, or any other improper payments and must

implement effective measures to prevent such practices.

 

Supply Chain Compliance

Vendor must require and ensure that its own suppliers, subcontractors and partners comply with the

Standards.

 

Report Violations

Vendor shall self-report any violations of the Code of Conduct. Vendor can also submit questions and

comments regarding the Code of Conduct, to Budderfly by sending an email to legal@budderfly.com.

Vendor shall not retaliate or take disciplinary action against any worker who has, in good faith, reported

violations or questionable behavior, or who has sought advice regarding this Code of Conduct.

 

Compliance with Laws

Vendor shall comply with all applicable national and local laws and regulations, including laws and

regulations relating to all the Standards. Where this Code of Conduct requires Vendor to meet a higher

standard than set out by law or regulation, Vendor shall meet such higher standards. Vendor acknowledges

that these Standards set out audit standards that Budderfly may use to determine whether Vendor is meeting

the requirements set out in this Code of Conduct.

Vendor acknowledges that Budderfly may in its discretion conduct inspections of Vendor’s facilities and

places where Vendor provides services to confirm Vendor’s compliance with this Code of Conduct.

Budderfly has no obligation to conduct inspections.

 

Continuous Improvement

Vendor will have management systems in place to achieve compliance with the Standards. Budderfly

expects Vendor to actively monitor, assess and improve its processes and practices with the goal of

continuous improvement and alignment with evolving standards and best practices.

 

Termination

Budderfly may immediately terminate its business relationship (including any purchase order(s) and

purchase contracts) with Vendor if Vendor or its Partners fail to meet the Standards.

Rev 12.14.2023