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Supplier Code of Conduct

1.0 Introduction

1.1: Masstock Arable (UK) Limited t/a Agrii as a company and group is dedicated to operating and developing our business in a sustainable and responsible manner, while at the same time adding value to people's lives. We strive to source all our products with this aim in mind and we ensure safe products of high quality throughout our global supply chain. For this purpose, Agrii has implemented the Agrii Code of Conduct for Suppliers which covers all aspects of Agrii business and lies within every decision made every day, at all levels and everywhere in Agrii.

1.2: We expect our Suppliers to comply with the requirements set out in "Our Responsibility," including environmental, social, and human rights aspects, in addition to meeting our expectations in relation to quality and food safety. For this purpose, Agrii has issued this "Code of Conduct for Suppliers to the Agrii group of companies" (herein after
referred to as the "Code of Conduct for Suppliers").

1.3: Agrii requires any Supplier to acknowledge, accept and adhere to this Code of Conduct for Suppliers, as set out below.

2.0 Compliance with this Code of Conduct for Suppliers

2.1: The Supplier shall always ensure compliance with or exceed its obligations as set out in this Code of Conduct for Suppliers.

2.2: The Supplier must be open for and collaborate with Agrii concerning issues stated in this Code of Conduct for Suppliers, as well as other Corporate Social Responsibility issues that might fall outside the scope of it.

2.3: Upon the request of Agrii, the Supplier shall provide evidence of its compliance with all obligations set out in this Code of Conduct for Suppliers.

2.4: The Supplier shall use all reasonable efforts to ensure that its agents and subcontractors comply with the requirements under this Code of Conduct for Suppliers.


3.0 Breach of Supplier's Obligations

3.1: In the event of a material and/or repeated breach by the Supplier of any of its obligations under this Code of Conduct for Suppliers, Agrii is entitled in whole or in part to terminate its co-operation with the Supplier, without incurring any liability towards the Supplier.

3.2: Any products, which have been manufactured by or for the Supplier in breach of its obligations under this Code of Conduct for Suppliers are deemed n -conforming, and Agrii reserves the right to reject such products, without prejudice to any other rights of remedy available to Agrii under any purchase contract or the law.


4.0 Legal Requirements, Sanctions and Watch Lists

4.1: The Supplier shall always comply with, or exceed the requirements of all applicable laws, rules, and regulations in the countries in which the Supplier is conducting business with Agrii.

4.2: The Supplier shall ensure that no entity within the Supplier's group of companies, its management, or owners, being legal entities and/ or persons and subcontractors appear on any Watch and/or Sanctions lists issued by i.e., the UN, UK, EU and/or the US governmental bodies (collective Sanctions- and Watch lists ). Further, the Supplier must inform Agrii immediately if the Supplier becomes aware that any of its group of companies, management, or owners, being legal entities and/ or persons or business partners appear on any such Sanctions- and Watch lists.

5.0 Gifts, Benefits and Business Ethics

5.1: Agrii has zero fraud and bribery tolerance. Agrii's employees cannot accept, and the Supplier shall not offer or provide, neither directly nor indirectly, any gifts, gratuities, or other benefits, which may influence decisions with respect to Agrii 's relationship with the Supplier or which may be conceived as a bribe.

5.2: The Supplier shall not, directly, or indirectly, reward or offer to reward any employee, agent, or sub-contractor of Agrii for entering a contract or for requesting the supply of goods or services. If requested, the Supplier will promptly provide Agrii with access to the Supplier's relevant records to verify that the Supplier has complied with this undertaking.

5.3: The Supplier shall comply with all applicable laws and regulations relating to antibribery and ant -corruption and maintain in place and enforce policies and procedures adequate to ensure such compliance.


6.0 Fair Competition

6.1: Suppliers will conduct their business in line with fair competition and in accordance with all applicable antitrust laws and in the UK in line with the Competition Act 1998.

7.0 International Trade Controls

7.1 : Suppliers must comply with export control regulations applicable to their business and provide accurate and truthful information about it to customs and other authorities when required.



8.0 Conflict of Interest

8.1: Suppliers shall disclose to Agrii any situation that could constitute a conflict of interest, such as Agrii employees having professional private and/or significant financial advantages or interests in any of the supplier's businesses.

9.0 Privacy and Intellectual Property

9.1: Suppliers shall safeguard and make only appropriate use of confidential information. They ensure that all employees', their business partners' privacy, and valid intellectual property rights are protected. Suppliers shall not use Agrii's name or marks or that of our affiliates or products in publicity or advertising without Agrii' s prior written consent.

10.0 Data Privacy and Data Protection

10.1: Supplier's information systems that contains Agrii's confidential information or data shall be appropriately managed and protected against unauthorised access, use, disclosure modification or destruction in accordance with the Data Protection Act 2018. Agrii's customer information shall not be used without written consent.

 

11.0 Standards When Conducting Crop Trials (If applicable)

11.1: Suppliers shall conduct crop trials in accordance with international guidelines, applicable national and local laws and regulations and recognised international quality and safety standards applicable to the proposed work.

11.2: Trials conducted with Agrii should be accompanied by a signed agreement regarding how the IP and data outcomes might be used and shared. Any seed or product provided to the Manufacturer must not be used for any purpose other than the trials work agreed between the two parties.

11.3: Data when shared with Agrii technical staff should be accompanied by the relevant statistical analysis Product information when shared with Agrii staff should be complete and include negative as well as positive data or label clauses, to minimise the chance of incorrect product positioning or use.

12.0: Conflict Minerals (If applicable)

12.1: Suppliers shall ensure that products supplied to Agrii do not contain metals derived from minerals or their derivatives originating from conflict regions that directly or indirectly finance or benefit armed groups and cause or foster human rights abuses. Suppliers shall enable the fair and equitable sharing of the benefits arising out of the utilisation of genetic resource in accordance with the Convention of Biological Diversity.

13.0 Human Rights

13.1: The Supplier shall respect international agreements on human rights and provide an example of good human rights practices in its operations.


14.0 Child Labour

14.1: The Supplier shall respect the rights of children to develop and to receive an education and cannot engage in or tolerate the use of child labour. Child labour is defined as employing young people under the age of completion of compulsory schooling or younger than 15 years (14 years where this is allowed according to ILO convention 138). If local legislation or local regulations stipulate a higher age limit, this must be observed.

 

15.0 Equal Opportunities and Forced Labour

15.1: The Supplier shall provide equal opportunities for its employees and may not discriminate based on race, sex, age, religion, marital status, or sexual orientation, nor use forced labour.

16.0 Local Community

16.1: To promote responsibility for the communities they operate in, suppliers should listen to the concerns of residents and provide for healthy and safe living conditions. The support of local job creation, local sourcing, education provisioning and infrastructure development is encouraged.


17.0 Trade Unions, Working Hours, and Wages

17.1: The Supplier cannot use forced labour and the Supplier shall respect the rights of employees to form and join trade unions of their choice, including labour organisations, and shall at minimum comply with the requirements of applicable laws, rules, regulations, and industry standards concerning working hours and minimum wages.

18.0 Health and Safety

18.1: The Supplier shall provide a safe and healthy working environment for their employees, customers, visitors and contractors and any others who may be affected by their activities.

18.2: The Supplier must provide an example of good labour practice and the Supplier must ensure continuous improvements of the working
environment in its business.

18.3: Suppliers shall have safety programmes in place for managing and maintaining all their production processes in accordance with the applicable safety standards. Programmes shall be appropriate to facility and process risks. Suppliers shall appropriately communicate disclose and manage hazards inherent in their processes and products to ensure that affected or potentially affected third parties are protected. For Hazardous installations and processed the supplier shall regularly conduct specific risk assessments and implement measures that prevent the occurrence such as chemical releases, fires, or explosions.

18.4: Suppliers must comply with product safety regulations, label products properly and communicate product handling requirements. They shall provide to relevant parties the applicable documentation containing all necessary safety-relevant information for all hazardous substances in case of a legitimate need. This includes product information, safety data sheets, notifications, or registration confirmations, uses and exposure scenarios. Suppliers must proactively and transparently share information about the health, safety, and environmental aspects of their products with all relevant parties.

19.0 Environment

19.1: The Supplier shall take full responsibility for their impact on the environment and shall proactively try to improve their business and environmental performance to protect the environment.

19.2: Suppliers shall ensure the safe and compliant handling, storage, transportation disposal recycling reuse and management of all forms of waste, air emissions and wastewater discharges.

19.3: Any activity that has the potential to adversely impact human or environmental health shall be appropriately managed, measured and controlled. The release of hazardous substances shall always be minimised. Suppliers shall prevent or mitigate accidental spills and fugitive emissions of hazardous materials.

19.4: Suppliers shall provide high-quality, safe, and effective goods and services that are in full compliance with applicable laws and regulations.

20.0 Quality Requirements

20.1: Suppliers shall meet generally recognised quality standards or contractually agreed quality requirements and standards, to provide goods and services that consistently meet Agrii's and its customers' needs, perform as warranted and are safe for their intended use.
Suppliers shall immediately address all critical issues that have the potential to negatively affect the quality of goods and services. Suppliers must inform Agrii about changes of the manufacturing or supply process that have the potential to impact the specification of
goods and services provided.

20.2: Animal Products. Agrii must be advised of any ingredients and products that contain animal products or anything derived from animal products in advance of supply. We reserve the right to decline such offers, or to request changes to the formulation where this is technically possible.

21.0 Security and Anti-Counterfeiting

21.1:

  • Suppliers shall have good security practices across their supply chains.
  • Suppliers shall assure the integrity of each shipment to Agrii from its origin through to its destination.

  • Suppliers shall implement the necessary and appropriate measures in their area of responsibility to ensure that Agrii products, their workable components, or raw materials as well as the corresponding know-how do not end up in the hands of counterfeiters, smugglers, thieves or other unauthorised third parties and do not leave the legitimate supply chain .

  • Suppliers shall promptly analyse the relationship with a third party if they obtain or are provided with evidence that they are inadvertently involved in the manufacturing or selling of counterfeit products via the actions of the third party, including products destined for export that are considered counterfeit products in their country of destination.
  • Agrii expects suppliers to support the investigation and prosecution of any activities connected with counterfeit products.


22.0 Governance and Management Systems

22.1: Suppliers shall implement effective management systems and a governance structure to facilitate compliance with all applicable laws and promote continuous improvement with respect to the expectations set forth in this Supplier Code of Conduct.

 

23.0 Legal and Other Requirements

23.1: Suppliers shall identify and comply with all applicable international, national, and local laws and regulations, contractual agreements, and internationally recognised standards. Suppliers shall also conform their practices to accepted industry standards, shall obtain, maintain, and keep up to date all applicable permits, certificates, licences, and registrations, and shall operate in accordance with permit limitations and requirements at all times.


24.0 Contractual Arrangements

24.1: The obligations under this Code of Conduct for Suppliers are additional to the Supplier's other obligations pursuant to any purchase contract between Agrii and the Supplier.


24.2: The obligations under this Code of Conduct for Suppliers shall continue in force in respect of any deliveries from the Supplier to Agrii regardless of the termination or expiry of any purchase contract between the parties.