SUPPLIER CODE OF CONDUCT

INTRODUCTION

Struers ApS and its subsidiaries (collectively, “Struers”) commit to conducting global business in a legal, ethical, and socially responsible manner. This commitment extends to the suppliers with whom we choose to do business. Struers expects the same level of honesty and integrity from its suppliers that it expects of its own employees. To clarify the exact nature of these expectations, Struers has prepared this Supplier Code of Conduct (“Code”) which sets forth the framework of acceptable conduct Struers expects from its contractors, consultants, suppliers, vendors, and all other third-party companies that are part of Struers’ supply chain (“Suppliers”). The Code applies globally to all Suppliers and the associated sub-suppliers who are part of Struers’ supply chain, and Suppliers must implement the requirements of this Code in their operations and supply chains.

In addition to any contractual restrictions regarding the use of subcontractors, suppliers will not use any subcontractor unless the subcontractor complies with terms at least at the same level as this Code. Suppliers are also required to be familiar with the operations of their suppliers and any sub-contractors to ensure that they operate within the guidelines of this Code.

Suppliers who do not conform to these standards may have their business relationship with Struers terminated.

COMPLIANCE WITH LAWS AND REGULATIONS

Suppliers will comply with all laws and regulations applicable to their business, as well as the standards of their industry, including those applicable to the manufacture, pricing, sale, distribution, labeling, transport, import, and export of goods and services. Struers expects Suppliers to comply with the standards set forth in this Code even if more restrictive than any applicable laws, as long as adherence to the Code does not violate any applicable laws. Suppliers must actively assess and monitor day-to-day management processes to ensure compliance with applicable laws and this Code. Suppliers commit to advising applicable employees of the requirements of this Code.

HUMAN RIGHTS & EMPLOYMENT PRACTICES

Struers acknowledges its responsibility to respect human rights. It is fundamental to the sustainability of our company and the communities in which we operate. At Struers and across our organization, we are committed to ensuring that people are treated with dignity and respect. All Struers’ Suppliers must comply with all applicable laws prohibiting forced labor, child labor, human trafficking, and modern-day slavery.

Struers expects compliance with all applicable labor and employment laws and regulations.

  • Compensation & Benefits: Suppliers must comply with all applicable wage and hour laws and regulations, including those relating to overtime, minimum wage, and other elements of compensation, including any legally mandated benefits.
  • Working Hours: Suppliers must maintain regular working hours in accordance with all applicable laws and regulations. Suppliers will not require employees to work more in regular or overtime hours than allowed pursuant to applicable law.
  • Child Labor: Suppliers are prohibited from using child labor. “Child” is defined as any person who is younger than 16 or younger than the minimum working age under applicable law. Struers will not tolerate the use of unlawful child labor in the manufacture of products it sells and will not accept products or services from Suppliers that employ or utilize child labor in any manner.
  • Forced Labor: Struers will not tolerate the use of forced or involuntary labor. Struers will not work with Suppliers who directly or indirectly use forced labor, indentured labor, bonded labor, or involuntary prison labor.
    • If the Supplier has transactions involving the Xinjiang Uighur Autonomous Region in the People’s Republic of China or facilities outside Xinjiang that use labor or goods from Xinjiang, the Supplier must ensure that:
      • (i) if goods or services are sourced in Xinjiang no forced labor is used;
      • (ii) transactions do not involve cameras, tracking technology, biometric devices, or related goods and services; and
      • (iii) none of its subcontractors are listed on the BIS Entity List or Forced Labor Entity List.
  • Human Trafficking: Suppliers shall maintain a work environment that is free from human trafficking. Struers will not tolerate employment practices that include the recruitment, transportation, transfer, harboring, or receipt of persons through the use of force or the threat of force, or through other forms of coercion, abduction, fraud, deception, abuse of power, or by giving or receiving payments or benefits to achieve the consent of a person having control over another person for the purpose of exploitation.
  • Non-Discrimination, Harassment & Disciplinary Practice: Suppliers will not unlawfully discriminate against any worker in its hiring or employment practices on the basis of race, sexual orientation, gender identity, age, gender, disability, natural origin, religion, or any other legally protected class or category. Employees of Suppliers must not be exposed to physical punishment, threats of violence, or physical, sexual, psychological, or verbal harassment or maltreatment.
  • Freedom of Association: Suppliers should respect the rights of employees to choose whom to associate with or not associate with and to establish any lawful organization, including labor organizations pursuant to applicable law.
  • Health & Safety: Suppliers must provide employees with a safe and healthy working environment, and where provided, a safe and healthy living environment. Suppliers shall comply with all applicable worker safety laws and regulations, which include:
    • Building Integrity
    • Occupational Safety
    • Occupational Injury & Illness
    • Emergency Preparedness
    • Machine Safeguarding
    • Chemical Safety
    • Sanitation, Food & Dormitory

ETHICAL CONDUCT AND ANTI-CORRUPTION

Struers requires its Suppliers to commit to the highest standards of integrity and ethics in conducting their business, including:

  • Anti-Corruption and Bribery: Suppliers will not engage in corruption, extortion, or embezzlement in any form, offer or accept bribes, or employ any other means to obtain an undue or improper advantage. Suppliers must comply with all applicable anti-corruption laws and regulations of the countries where it conducts business, the U.S. Foreign Corrupt Practices Act, the UK Anti-Bribery Act, the Organization for Economic Co-operation and Development (“OECD”) Anti-Bribery Convention, and all international anti-corruption treaties or conventions. Suppliers must not bribe or provide kickbacks or any improper payments or gifts to any officer, director, employee, representative, or agent of Struers. Suppliers must immediately report to Struers any instance where an employee or representative of Struers has made any such unethical or illegal request or demand of the supplier.
  • Gifts & Gratuity: Struers employees are prohibited from soliciting or accepting any gifts, gratuities, or other monetary incentives designed to improperly influence business decisions or as a condition of doing business. Suppliers have an affirmative duty to report any such request or demand immediately to Struers.
  • Books and Records: Suppliers’ accounting records must:
    • Be kept in accordance with the laws of each applicable jurisdiction;
    • Be maintained in reasonable detail, and accurately and fairly reflect transactions, assets, liabilities, revenues, expenses; and
    • Not contain any false, misleading, or deceptive entries.
  • Conflicts of Interest: Suppliers must immediately report to Struers any conflict of interest of which it becomes aware. A conflict of interest is defined as any circumstance, transaction, or relationships directly or indirectly involving the Supplier in which the private interest of any employee improperly interferes or appears to interfere with the interests of Struers.
  • Foreign Trade Controls: Suppliers must comply with all applicable laws relating to trade, economic, and financial sanctions and restrictions, including for the avoidance of doubt all applicable laws, regulations, orders of the United States, the European Union, and Denmark governing the import, export, and re-export of goods, software, and technology. Suppliers shall not provide Struers with products or services that are manufactured in or provided from countries or involve entities that are subject to sanctions restrictions, including but not limited to Russian Embargo Regulation (EU) No. 833/2014.
  • Reporting Requirements: Suppliers must have a policy prohibiting unlawful or unethical conduct that provides employees and representatives of the supplier a way to raise concerns and a process for investigating and resolving incidents. Suppliers must not tolerate retaliation against any employee who makes a report of abuse, intimidation, discrimination, harassment, or any violation of law or of the Code, or who assists in the investigation of the report.

ENVIRONMENTAL

Suppliers shall comply with all applicable environmental laws and regulations. This shall include:

  • Having processes in place to ensure compliance with those regulations relating to the handling, recycling, and disposal of dangerous or hazardous materials;
  • The goods it manufactures (including the inputs and components that it incorporates into its goods) comply with all environmental laws and treaties; and
  • It will only use packaging materials that comply with all applicable environmental laws and treaties.

Struers is dedicated and fully committed to providing successful Global Chemical Regulatory Compliance for its international customers. Struers has global reporting obligations through its parent company to disclose whether its Suppliers’ products contain hazardous chemicals and substances of very high concern (SVHC). Such obligations include, but are not limited to, compliance with REACH (EU), UK REACH, TSCA (USA), CEPA (Canada), Industrial Chemical Act & AICS (Australia), CSCL & ISHA (Japan), IECSC (China), K-REACH (Korea). Where applicable, Suppliers must adhere to processes to comply with required chemical regulatory compliance and each agreed-upon customer-specific restricted and hazardous materials list.

SECURITY

Suppliers will maintain adequate security at all production and warehousing facilities and implement supply chain security procedures designed to prevent the introduction of non-manifested cargo into outbound shipments. Each Supplier facility must have written security procedures to document proof of adequate security controls.

CONFLICT MINERALS

Struers is committed to being Democratic Republic of the Congo (DRC) conflict-free in the procurement of certain materials used in its products. Suppliers shall implement procedures to assure that the use of tin, tantalum, tungsten, and gold (“Conflict Minerals”) in the products they manufacture does not directly or indirectly finance or benefit armed groups in the Democratic Republic of Congo or an adjoining country. Suppliers will exercise due diligence, in accordance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, on the source and chain of custody of Conflict Minerals and make their due diligence practices available. Upon Struers’ request, Suppliers will fully cooperate in responding to any due diligence and country of origin inquiries regarding Conflict Minerals (including requesting information from its own suppliers) and provide the requested documentation.

INFORMATION SECURITY AND DATA PROTECTION

The Supplier shall have in place appropriate measures to:

  • Protect the integrity and confidentiality of information (including information belonging to or supplied by Struers held on its systems, which include physical and online or electronic systems); and
  • Ensure that there is no unauthorized access of the information by third parties, including its associates, subcontractors, and other relevant third parties.

The Supplier shall comply with all data protection laws and requirements when processing any personal data on Struers’ behalf.

MONITORING AND REPORTING

Struers will review this Code on a regular basis and will revise it to incorporate additional parameters when necessary.

Supplier must maintain all documentation necessary to demonstrate its compliance with the Code and will provide Struers access to such documentation upon its request without any undue delay.

Struers shall have the right to periodically inspect Suppliers and their facilities to verify compliance with this Code either directly or through a third-party. Such inspections may be conducted without notice to Suppliers. Suppliers are also required to disclose all material facts relating to the production of products for Struers upon request.

Suppliers must immediately notify Struers using its ethics and compliance hotline available at https://indicor.ethicspoint.com upon learning of any known or suspected improper behavior by Supplier or by employees of Struers.

This Code is a general statement of Struers’ expectations with respect to its Suppliers. The Code should be read in conjunction with Suppliers’ obligations set forth in any agreements between Struers and suppliers.

Failure to comply with the Code will be considered as a material breach of the agreement between Struers and the Supplier and can lead to disqualification as an accepted Supplier as well as elimination from consideration of new business with Struers.