This Code of Conduct defines the basic requirements for all suppliers providing goods and services to BLOOMINGTECH Co., Ltd. and its Affiliates (hereinafter "BLOOMING") concerning their responsibilities towards their stakeholders, affected groups and the environment.
本行为准则规定了向波露明科技股份有限公司及其关联公司[统称“波露明”] 提供产品及服务的所有供应商之基本 要求，规定了向其利益相关者、受影响的团体以及对环境所应承担的责任
The supplier declares herewith:
to set up and continuously improve appropriate management processes to prevent, identify, mitigate and if necessary remediate negative social, ecological, health and safety related impacts on workers and communities;
to establish an effective complaint and grievance procedure to ensure that any worker, acting individually or with other workers, can submit an appeal and/or grievance without suffering a prejudice or retaliation of any kind.
Observations to the Principle of Honest and Trustworthy
to ensure all information and materials provided are continuously authentic and valid, free of any fraudulence, counterfeit, and fabrications, including but not limited to qualification (including the franchised business), license, authorization, product names, specification, product quality, service specification, note, certificate and title and right restrictions; to inform BLOOMING timely and to provide the most updated and valid materials in the event of any changes of the above materials and documents; to adhere to the principal of good faith and integrity in the entire business process.
unless the contract specifically and clearly allows for assignment, without the prior written consent from BLOOMING (signed by the authorized representative and sealed with the company chop or contract chop),absolutely not to transfer any of its rights and obligations in the contracts to any third parties,not to conduct any activity that may harm the interests of BLOOMING.
not to conduct any bid rigging or bidding collusion when bidding for BLOOMING's projects.
Prohibition of corruption and bribery
to not tolerate or engage in any form of corruption or bribery conducted by employees, third parties or agents, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law.
to fully understand and obey all applicable domestic and oversea laws and regulations on anti- corruption and bribery, as well as BLOOMING's corruption-free policies and requirements;
absolutely not to provide false information for the purpose of transaction.
absolutely not to provide anything of value , either directly or indirectly (including through third parties)to BLOOMING employees or other stakeholders to obtain or retain business or otherwise achieve transaction purposes; anything of value including but not limited to the following：
a) Providing presents or money as gifts (for instance, during birthdays, weddings, and holidays);
b) Providing loans, red envelopes, sales rebates, bonuses, etc;
c) Providing cash equivalent benefits such as gift cards, bank cards, oil fuel cards and securities;
d) Providing services for entertainment, physical exercise, cosmetics, banquets, medication, training, housing furnishing, vehicles for personal purposes and traveling, etc.
to fully understand and support BLOOMING’s policies and requirements of "the associated relations", and committed to the following:
1) Not to invite or accept on-job employees working in BLOOMING or their close relatives to hold shares in Supplier, subsidiaries of Supplier, or associated companies;
2）Not to invite or accept on-job employees working in BLOOMING to work part-time for Supplier, subsidiaries of Supplier, or associated companies;
3）Not to invite or accept on-job employees from BLOOMING to introduce their close relatives to work for Supplier, its subsidiaries and associated companies;
4）Not to deploy close relatives of on-job employees on sensitive purchasing posts in BLOOMING for procurement businesses related to BLOOMING;
5）If supplier is associated with the existing other suppliers of BLOOMING, supplier shall report to BLOOMING purchasing personnel in writing before the cooperation with BLOOMING;
If Supplier violates the commitments stated above, Supplier should bear responsibility for the losses to BLOOMING due to their violations. Meanwhile, BLOOMING has the right to hold Supplier accountable for economic compensation according to the anti-corruption clauses stipulated in the contracts.
2）报价：供应商在正式参与报价时提供的书面或系统报价信息（包括且不限于盖章或法人及法人授权人签署的报价单、投标函、标书等）将作为波露明合同签订的唯一依据。如供方因客观原因要对报价信息进行变更，需以正式的书面形式发送通知。供应商保证其在波露明SRM 等电子系统已完成注册（供应商拥有独立账号及密码且受供应商独立控制）。供应商在波露明SRM 等电子系统中提交的报价、澄清函、承诺、附件等与投标、合同、订单相关的文件，对供应商具有法律约束力（供应商在波露明SRM 等电子系统中提交、修改文件的行为，无论操作人员是否发生变更，均构成供应商公司的法律行为），供应商不得以该等文件未经其盖章而否认其法律效力。
6）合同&订单：合同需双方盖章、授权代表人签字后生效；订单需双方盖章或授权代表人签字后生效（SRM 系统订单除外）。合同的变更、废止须有变更协议进行支持；订单的变更或取消须由采购部门签字后以邮件、SRM 系统等书面形式正式通知，波露明对任何人给出的口头承诺不承担任何法律责任。
Requirements of Procurement Process
Purchasing Department is the only channel for procurement activities. It is the only department in BLOOMING in charge of organizing open bidding, business negotiation, bidding award notifications to Supplier, contract signing, issuing Purchase Orders (PO), forecast estimations, and notification on shipment of goods. Other than formal written agreements issued by purchasing department, BLOOMING is neither liable nor responsible for non-formal and non-written agreements made in between Supplier and other irrelevant parties.
Procurement Code of Conduct.
1）Bidding Document (Business and Technical Bidding): Supplier must only refer to written notification from Purchasing Department on the issuance and amendment of information (including technical data, lead time, warranty, origin of raw material, manufacturer, specification, spare part brand and model) on the bidding document. BLOOMING is neither liable nor responsible for any consequences resulting from informal and non-written amendments requested by other irrelevant parties.
2）Quotation: Quotation in the form of written document or online submission (including but not limited to documents, such as stamped quotation, tender offer letter, bidding document) will be the only reference for BLOOMING to sign contracts with Supplier. Supplier must submit formal written notification and documents to Purchasing Department if required to amend information on quotation. Supplier promises that it has completed registration in BLOOMING SRM or other online systems (Supplier has an independent account and password that is under the independent control of Supplier). All quotations, clarifications, promises, attachments and other documents related to bidding, contracts and orders submitted by suppliers in BLOOMING SRM and other online systems shall be legally binding to Supplier (Supplier's submission and modification of documents in BLOOMING SRM and other online systems shall constitute the legal act of Supplier no matter whether the operator has changed), Supplier shall not deny the legal effects of such documents because of missing seals or other reasons.
3）Deposit Payment (Bidding Deposit, Contract Bonding Deposit): Supplier must only refer to bidding document issued by purchasing department containing the amount of deposit payment required and receiving bank account details. BLOOMING Group has no liability or responsibility on any consequences resulting from non-conformance to requirements stated in bidding document.
4）Supplier is strictly forbidden to engage in foul play when attending open bidding. Proven misconduct will result in Supplier being blacklisted and permanently prohibited from conducting business with BLOOMING.
5）Supplier that has been awarded but has not signed mutually agreed contracts or refused to fulfill terms and conditions stated in contracts without proper reason and formal written notice in advance to BLOOMING will be treated as a disqualified supplier and business transactions will be suspended for 1 year or permanently depending on the severity of the case.
6）Contract & PO: Contracts are only effective with the stamp and authorized signature of both BLOOMING and Supplier; PO （except SRM system PO ）is only effective with stamp or authorized signature of both BLOOMING and Supplier. Amendment and termination of purchase contract must be supported with Amendment Agreement stamped and signed by supplier and BLOOMING; cancellation or amendment of PO must be supported with change order form with signature approval from Purchasing Department and formal written notification by Email or SRM system. BLOOMING is not liable to any informal agreement or amendments.
7）Compensation: Quality Department is responsible for verifying the cause of quality issues and claim amounts. Purchasing Department is responsible for negotiating and executing claims for compensation, supported by Indemnification Agreement stamped and signed by both BLOOMING and supplier.
8）Other Requirements: BLOOMING supply chain management has the right to supplement additional rules and requirements when required.
Respect for the basic human rights of all internal and external workers
to not employ workers under the age of 15 or, in those countries subject to the developing country exception of the ILO Convention 138, to not employ workers under the age of 14, and to ensure the health and safety of young workers, precluding them from hazardous and night work;
to not engage in or tolerate any form forced labour and human trafficking;
to ensure that no internal or external worker is subject to unethical recruitment practices;
to promote equal opportunities for and treatment of its employees irrespective of skin color, race, nationality, social background, disabilities, sexual orientation, political or religious conviction, sex or age;
to prohibit sexual, coercive, threatening, abusive or exploitative behaviors including gestures, language and physical contact;
to provide fair remuneration and to guarantee at least the applicable national statutory minimum wage;
to recognize, as far as legally possible, the right of free association, organization, and collective bargaining of employees and to neither favor nor discriminate against members of employee organizations or trade unions.
to verify the employment eligibility of its employees and employ workers with the legal authorization to work;
to ensure compliance with applicable wage, hour and benefits laws; that accurate written records of employees’ regular and overtime hours are maintained; and that employees are paid on time;
to ensure a workplace that treats employees with personal dignity, respect employees’ privacy and rights, and is free from discrimination, harassment and abuse of any kind.
to prohibit child labor, prison labor, slavery and human trafficking;
to ensure that employees’ personal documents and other valuable items, such as passports, work permits and travel documentation are not kept by the supplier as a means to bind employees or restrict their freedom of movement;
to ensure that neither the Suppliers nor the sub-suppliers use any forced labor, or purchase products or raw materials produced by forced labor;
to be fully committed to ensuring that its use and sale of any goods (whether on a stand-alone basis or contained in its goods) do not contribute to any form of forced labor; to perform a reasonable country or place of origin inquiry throughout its entire supply chain; to participate in an established supply chain communication process not to supply any goods to BLOOMING that are not forced labor free; to duly provide to BLOOMING, if requested by BLOOMING, all relevant data regarding the materials or products in its goods within two weeks upon BLOOMING’s request; to immediately notify BLOOMING in writing in case supplier should become aware of any warning signs in its supply chain that indicate that the above representation might be no longer valid, and to promptly conduct further examination to verify, whether goods delivered by supplier contained or still contain forced labor and shall provide BLOOMING with a reasonable documentation; and to use best efforts to promote among its suppliers compliance with the representations and commitment to combat forced labor.
Health and safety of all internal and external workers & environmental protection
to take responsibility for the health and safety of all internal and external workers;
to control hazards and take the most reasonably possible precautionary measures against accidents and occupational diseases;
to provide training and ensure that all internal and external workers are educated in health and safety issues; to act in accordance with applicable statutory and international standards regarding environmental protection including hazardous substances and wastewater management;
to minimize environmental pollution and make continuous improvements in environmental protection;
Use as much as possible renewable energy instead of traditional energy and promote the energy saving in goods production. Actively implement green supply chain concept;
Supplier should guarantee it and its sub-suppliers strictly obey local environmental and labor protection laws and regulations.
Complaints and reports
In the cooperation process, if supplier identified employees from BLOOMING behaves as below, and supplier obligates to report to BLOOMING:
Receive or ask for rebates. These include but not limited to gifts and technical coordination fees, service fees or fees;
Not paying for accommodations (excluding the regular dinners for work), and ask for invoices for reimbursements from the suppliers;
Use or occupy the materials and equipment provided by the supplier through deception;
When report the associate facts to BLOOMING, there are revenge behaviors by employees from BLOOMING.
The complaint and report means:
CODE OF CONDUCT - DECLARATION OF THE SUPPLIER
We hereby declare the following:
We have received a copy of the Code of Conduct for BLOOMING Suppliers including also its Conflict Minerals Supplement (hereinafter “Code of Conduct”), dated November 2020 and hereby commit ourselves, in addition to our commitments set out in the supply agreements with BLOOMING, to comply with its principles and requirements.
We will provide BLOOMING upon request - not less than once a year - either, at our option (i) a written self- assessment in the form provided by BLOOMING or (ii) a written report approved by BLOOMING describing the actions taken or to be taken to assure our compliance with the Code of Conduct.
We agree that BLOOMING or a third party appointed by BLOOMING and reasonably acceptable to us, shall be entitled (but not obliged) to conduct inspections at the relevant premises of us and /or our Affiliates in order to verify our compliance with the Code of Conduct.
Such inspections may only be conducted upon prior written notice of BLOOMING, during regular business hours, in accordance with the applicable data protection law and shall neither unreasonably interfere with our business activities nor violate any of our confidentiality agreements with third parties. We further agree to reasonably cooperate in any inspections conducted and to bear our expenses in connection with such inspection; BLOOMING will bear its expenses. We are entitled to deny BLOOMING’s audit request, if we provide BLOOMING promptly with a corporate responsibility audit report, provided that such report (i) is not more than 12 months, (ii) complies with customary standards, and (iii) is issued by a trusted and well acknowledged audit company. However, BLOOMING shall remain entitled to conduct an own audit, if BLOOMING has reasonable grounds to suspect that we failed to comply with the Code of Conduct.
In addition to any other rights and remedies BLOOMING may have, in the event of (i) our material or repeated failure to comply with the Code of Conduct or (ii) our denial of BLOOMING' right of inspection as provided for in the third paragraph of this declaration after providing us reasonable notice and a reasonable opportunity to remedy, BLOOMING may terminate any purchase agreement entered into and/or any purchase order without any liability whatsoever.
Material failures include, but are not limited to, incidents of forced labor, child labor, corruption and bribery, and failure to comply with the Code of Conduct's environmental protection requirements. The notice and opportunity to remedy provision shall not apply to violations of requirements and principles regarding forced labor or child labor as set out in the Code of Conduct or willful failures to comply with the Code of Conduct.
5. 我们同意此声明适用波露明同我们签订的相应采购协议和/或采购订单中规定的实体法和法律诉讼管辖地；如上述相应协议尚未订立，则适用波露明相应采购实体所在地为法院诉讼地管辖，和该地的法律为适用的 实体法（但不适用其任何冲突法规则）。
We agree that this declaration is subject to the substantive law, legal proceedings and venue which is set out in the purchase agreement and/or purchase order concluded between BLOOMING and us and that, in the event no such agreement is yet established, is subject to the legal proceedings and substantive law (without reference to any of its conflict of law rules) in force at the place of the respective BLOOMING purchasing company.
We agree that should the English and Chinese language of this Declaration be inconsistent with each other, the Chinese language shall prevail.