AVI-SPL Supplier
Code of Conduct

1. 1. Purpose and Governance

AVI-SPL is committed to conducting business ethically and honestly and in compliance with all applicable laws and regulations. Toward that goal, AVI-SPL chooses reputable suppliers that conduct business in a manner that shows such a commitment and, therefore, has established this Supplier Code of Conduct (“Code”).

The AVI-SPL Sustainable Supplier Office, a dedicated function of AVI-SPL’s global procurement and supply chain logistics department and AVI-SPL’s general counsel, develops, implements, enforces, and maintains the AVI-SPL Supplier Code of Conduct. The AVI-SPL Sustainable Supplier Office with the AVI-SPL Enterprise Risk Committee reviews the Code at least once per year, and the latest revision date will become the effective date shown on the Supplier Code of Conduct.

To ensure consistency and shared commitment, AVI-SPL requires all domestic and international suppliers (including their employees, representatives, and subcontractors) to read, sign their acknowledgement of, and comply with all expectations outlined in the Supplier Code of Conduct.

AVI-SPL recognizes it cannot achieve progress alone. By promoting effective partnerships within our supply chain, we can expand our impact and achieve more sustainable results. AVI-SPL will organize a supplier engagement campaign in the first quarter of every calendar year to distribute the latest Supplier Code of Conduct and document and track signed acknowledgments of the Code. The following comprehensive quantitative and time-bound targets for sustainable procurement have been set.

1.1 Supplier Code of Conduct Goals:

• Ensure that 100% of targeted suppliers, those suppliers in the “AVI-SPL Preferred Partner Program,” sign and acknowledge compliance with the Supplier Code of Conduct by 2026.
• Ensure that 80% of new suppliers sign the Supplier Code of Conduct within six months of on-boarding, starting in 2025.

This Supplier Code does not replace specific contractual requirements. It is an addendum to existing AVI-SPL supplier agreements. If a contractual term is firmer than this Supplier Code, the supplier must meet the contractual requirement. Suppliers must comply with all applicable laws and regulations. Where the Supplier Code requirement is more stringent than applicable laws, the more stringent requirement must be followed. Where applicable legal or regulatory requirements conflict with this Supplier Code, suppliers should follow the law while seeking to meet the underlying principles of the Supplier Code. Suppliers must behave in an ethical and transparent manner regardless of whether the Supplier Code, contractual obligations and / or supplemental AVI-SPL policies specifically address a situation.

Through this Supplier Code of Conduct, AVI-SPL reaffirms its dedication to fostering a responsible, transparent, and sustainable supply chain that upholds the highest standards of ethics, human rights, and environmental stewardship. AVI-SPL may conduct periodic supplier performance evaluations and risk assessments to measure adherence with the Code.

2. 2. Labor Practices and Human Rights

AVI-SPL believes human rights are the fundamental rights, freedoms, and standards of treatment to which all people are entitled, and we are committed to human rights and equal opportunity in the workplace, which includes the expectation that suppliers will ensure their employees are treated fairly and with dignity and respect.

2.1 Respect and fair treatment

AVI-SPL is committed to providing a safe and healthy workplace that is free from harassment, intimidation, violence, and other unsafe, disruptive conditions.  All our company employees around the globe are responsible for maintaining a safe, fair, and harassment-free work environment.  Suppliers will comply with all applicable laws on non-discrimination and anti-harassment in hiring and employment. Suppliers will maintain a workplace where business activities are conducted with respect and where treatment is fair and without abuse, notwithstanding local legal requirements that may say otherwise. These include but are not limited to the following.

2.1.1 Respect for the basic human rights of employees

1. 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;
2. to respect the personal dignity, privacy and rights of each individual;
3. to refuse to employ or make anyone work against his will;
4. to refuse to tolerate any unacceptable treatment of employees, such as mental cruelty, sexual harassment or discrimination;
5. to prohibit behavior including gestures, language and physical contact, that is sexual, coercive, threatening, abusive or exploitative;
6. to provide fair remuneration and to guarantee the applicable national statutory minimum wage;
7. to comply with the maximum number of working hours laid down in the applicable laws;
8. to recognize, as far as legally possible, the right of free association of employees and to
9. neither favor nor discriminate against members of employee organizations or trade unions;
10. to provide open channels of communication for employees to provide feedback or raise concerns to company management and leadership. 

2.1.2 Employment eligibility and voluntary labor

Suppliers will only employ workers with a legal right to work. Child labor (as defined by the International Labour Organization) and forced labor (including prison labor, indentured labor, bonded labor, or slave labor) are forbidden in any circumstance.

2.1.3 Prohibition of child labor

1. to employ no workers under the age of 16 or, in those countries subject to the developing

country exception of the ILO Convention 138, to employ no workers under the age of 14.

2.2 Safety and security

Suppliers will promote safe and secure workplaces. Suppliers should have policies and practices in place to ensure the health and safety of their employees and take all necessary steps to provide a safe working environment.

2.2.2 Health and safety of employees

1. to take responsibility for the health and safety of its employees;
2. to control hazards and take the best reasonably possible precautionary measures against accidents and occupational diseases;
3. to provide training and ensure that employees are educated in health and safety issues;
4. to set up or use a reasonable occupational health & safety management system.

2.3 Diversity, equity, and inclusion (DEI)

AVI-SPL aims to build a more diverse, inclusive, and accessible company that represents the global communities in which we live and work. Suppliers shall strive to create a diverse and inclusive workplace, support equal opportunity in their workplaces, and prohibit unlawful discrimination of any kind.

A diverse and inclusive workforce is necessary to drive innovative solutions, foster creativity, and guide business strategies. Multiple voices lead to new ideas, products and services, and the type of out-of-the-box thinking that serves our customers.

AVI-SPL promotes and believes in the power of diversity, aims for nothing short of equity for every AVI-SPL employee, and is committed to an authentic culture of inclusion. Suppliers will comply with all applicable DEI-related laws and consider how business decisions affect diversity, equity, and inclusion in their workplace. Furthermore, AVI-SPL encourages suppliers to set commitments and goals to further DEI in their workplaces.

2.4 Freedom of association

Suppliers will respect employees’ lawful right of free association, as well as their lawful right to join, form, or not to join a labor union or otherwise engage in collective bargaining. Where local law fails to protect freedom of association, suppliers shall comply with the law while providing workers and/or their representatives with the opportunity to safely and openly share grievances with each other and with management regarding working conditions and management practices without fear of discrimination, reprisal, intimidation, or harassment.

2.5 Appropriate work hours and wages

Suppliers shall operate in a way that ensures working hours, including overtime, are humane and productive and do not exceed applicable legal limits.  Suppliers will comply with all applicable laws on work hours and overtime and all applicable laws on wages and benefits. Where there is no legal minimum wage, Suppliers must compensate workers at a level that allows them to meet their basic needs.  Suppliers will prohibit employee-borne recruitment fees and the retention of employee passports or other travel documents and will provide adequate living facilities (where dormitories are provided).

3. 3. Ethical Business Practices

Protecting AVI-SPL confidential information and being a market leader in privacy and data security are integral to our business, our customers, and our reputation.

3.1 Privacy

Suppliers will comply with all applicable data protection and privacy laws, and never disclose personal data outside of AVI-SPL except as required by law or as directed by AVI-SPL. Suppliers will adhere to the AVI-SPL Privacy Principles.

3.2 Publicity

Suppliers will not use AVI-SPL’s names, logos, or proprietary marks or share the existence of or publicize the supplier’s business relationship with AVI-SPL for any purpose without AVI-SPL’s prior written consent.

3.3 Confidential and proprietary information

Suppliers will protect AVI-SPL confidential and proprietary information and act to prevent its misuse, theft, fraud, or improper disclosure. Suppliers must take all due care in handling, discussing, or transmitting confidential or proprietary information that could affect AVI-SPL, its employees, customers, the business community, or the general public.

3.4 Intellectual property

Suppliers must safeguard and take necessary steps to protect AVI-SPL’s and its customers’ proprietary intellectual property, even if it is public. This includes trademarks, patents, copyrights, inventions, and other proprietary works. Supplier must only use such intellectual property for the purposes authorized in a contractual agreement.

3.5 Business records

Suppliers will maintain accurate and complete business records on all matters related to the supplier’s business with AVI-SPL. Suppliers will provide such business records to AVI-SPL upon request.

3.6 Inside information and insider trading

Suppliers that gain access to any material, non-public information about AVI-SPL, our customers or business partners while working with AVI-SPL must not share that information with others or use it for market trading or to tip anyone else in market trading.

4. 4. Business Relationships and Integrity

AVI-SPL requires its Suppliers to conduct business as AVI-SPL strives to conduct its business: in a responsible manner, with integrity and high ethical standards, and in compliance with the law.

4.1 Anti-bribery and anti-corruption

AVI-SPL and its Suppliers must tolerate no form of and not to engage directly or indirectly in any form of corruption or bribery and not to grant, offer, or promise anything of value to a government official or to a counterparty in the private sector to influence official action or obtain an improper advantage.  Suppliers must comply with our policy on anti-bribery and all applicable anti-bribery and anti-corruption laws.

4.2 Competition

Suppliers will comply with all applicable laws regarding fair competition and antitrust.

4.3 Solicitation by suppliers

Each Party recognizes that their respective employees constitute valuable assets of each other.  Accordingly, neither Party shall during the term of and for a period of one (1) year following termination of an Order, solicit or hire, either directly or indirectly, any employee of the other Party with whom such Party had contact under such Order, provided, however, that a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement. Hiring any such employee or independent contractor who freely responds thereto shall not be a breach of contract.

4.4 Conflicts of interest

Suppliers will report to AVI-SPL any situation that may appear as a conflict of interest and disclose to AVI-SPL if any AVI-SPL employee or professional under contract with AVI-SPL may have an interest of any kind in supplier’s business or any kind of economic ties with the supplier that may adversely influence business relationships.

4.5 Gifts or other benefits

Suppliers should have a thoughtful policy on gifts and entertainment practices in place. Bribes or inappropriate luxury gifts to AVI-SPL employees are prohibited, regardless of local custom. Furthermore, suppliers must not offer entertainment or gifts to government officials—or make direct or indirect political contributions on AVI-SPL’s behalf.

4.6 Trade sanctions and export controls

AVI-SPL complies with all international trade laws and regulations, including U.S. trade sanctions, and we expect suppliers to comply with all trade and export control laws that apply to their work with AVI-SPL.

6. 5. Environmental sustainability

AVI-SPL is dedicated to sustainability and responsible sourcing. Suppliers are expected to conduct their operations in a way that minimizes the impact on natural resources and protects the environment, customers, and workers.

Suppliers should look to international, federal, state and local environmental laws, rules and regulations to guide their efforts around air emissions, water management, toxic substances, and solid and hazardous waste disposal.

5.1 Environmental permits

Supplier shall act in accordance with the applicable statutory and international standards regarding environmental protection. Supplier shall maintain all required environmental permits and registrations and follow the operational and reporting requirements of such permits.

5.2 Product stewardship requirements

Supplier shall comply with all applicable product stewardship requirements including laws, regulations, industry standards and AVI-SPL, or AVI-SPL’s customer, requirements concerning (i) prohibition or restrictions on the use, content or handling of specific chemicals, substances or materials composition; (ii) product labeling, recycling, take back/end-of life, and disposal, (iii) product design for safety, energy efficiency, and recyclability, or similar life-cycle requirements including the carbon content of products, and (iv) product packaging and transportation (collectively and as amended “Product Stewardship Requirements”). Supplier shall provide evidence of compliance with Product Stewardship Requirements upon request.

5.3 Material declarations

Supplier shall provide AVI-SPL with information upon request for demonstrating Product Stewardship Requirements, including, but not limited to, Material Declarations, as applicable.

5.4 Supply chain management

Supplier shall use reasonable efforts to maintain visibility to and promote among its supplier’s compliance with this Code of Conduct with respect to all aspects of environmental sustainability outlined herein.

5.5 Environmental impact

Supplier shall cooperate with AVI-SPL in evaluating the environmental impacts of products and the supply chain in line with international or other standards as defined by AVI-SPL and upon request.

5.6 Energy consumption, climate change, and Greenhouse Gas (GHG) emissions

Suppliers shall identify, monitor, and minimize relevant greenhouse gas (GHG) emissions and energy consumption from their product manufacturing and operations. Suppliers shall look for cost-effective methods to improve energy efficiency and minimize energy consumption and greenhouse gas emissions.

AVI-SPL has made sustainability commitments and set goals to achieve absolute reduction of its greenhouse gas emissions. AVI-SPL expects and encourages its suppliers to support achieving our sustainability goals, including contributing to our efforts to reduce greenhouse gas emissions.

5.7 Conflict minerals

Supplier shall take reasonable efforts to avoid in its products the use of raw materials that directly or indirectly finance armed groups who violate human rights.

5.8 Solid Waste

Supplier shall implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle solid waste (non-hazardous).

5.9 Hazardous waste

Supplier shall minimize environmental pollution and make continuous improvements to reduce or eliminate chemicals, waste, and other materials posing a hazard to humans or the environment by identifying, labeling, and managing them to ensure their safe handling, movement, storage, use, recycling or reuse, and disposal.

5.10 Water management

Supplier shall implement a water management program that documents, characterizes, and monitors water sources, use and discharge; seeks opportunities to conserve water; and controls channels of contamination. All wastewater shall be characterized, monitored, controlled, and treated as required prior to discharge or disposal.

5. 6. Compliance and Reporting Misconduct

6.1 Accountability and compliance

Suppliers must comply with this Supplier Code and applicable laws. Suppliers will be responsible for monitoring or documenting their compliance and their efforts to promote compliance within their supply chains. AVI-SPL reserves the right to investigate any instances of a supplier’s noncompliance of which it becomes aware. Non-compliance may be grounds for AVI-SPL to void or terminate contractual obligations with a supplier without penalty.

6.2 Reporting concerns

Suppliers may anonymously report any ethics-related issues, violations of the Code of Conduct, or violations of the law through AVI-SPL’s third-party reporting portal at https://avispl.allvoices.co. We’re committed to maintaining a culture of openness, integrity, and accountability. Reports submitted through this channel are reviewed confidentially, and individuals who raise concerns in good faith are protected from retaliation.

6.3 Providing reporting mechanisms

Supplier will provide a hotline, reporting tool, or other grievance mechanism for their employees to report illegal or otherwise improper conduct without retaliation. In addition to these mechanisms, Suppliers will also work to remedy adverse impacts once such an issue is reported.

Last updated: 23 April 2025