To:  (the “Buyer”)

We, the Supplier shall unless otherwise stated, use our best endeavours to comply with the terms hereof and the principles and requirements of the “Code of Conduct for Suppliers” (the “Code of Conduct”) attached hereto as an appendix.

If requested by the Buyer, we shall once a year either at the Buyer’s option, provide it with (i) a written self-assessment, using a form provided by the Buyer, or (ii) a written report, in a format approved by the Buyer, describing the actions taken or to be taken by us to comply with the Code of Conduct.

The Buyer and its authorised agents, representatives and/or a third party appointed by it and reasonably acceptable to us, shall be entitled (but not obliged) to conduct inspections at our premises in order to verify our compliance with the Code of Conduct.

Any inspection may only be conducted upon prior written notice given by the Buyer, during regular business hours, in accordance with applicable data protection law, and shall neither unreasonably interfere with our business activities nor violate any of our confidentiality agreements with third parties. The Supplier shall reasonably cooperate in any inspections conducted. Each Party shall bear its own expenses in connection with such inspection.

In addition to any other rights and remedies the Buyer may have, in the event of the Supplier’s:

1. material breach or repeated failure to comply with the Code of Conduct, or
2. denial of the Buyer’s right of inspection as provided for herein, after providing the Supplier reasonable notice and a reasonable opportunity to remedy,

the Buyer may terminate the supply agreement with the Supplier including but not limited to any purchase or subscription order issued thereunder without any liability whatsoever.

Material failures under this Agreement include, but are not limited to, incidents of child labour, corruption, or bribery, and failure to comply with the material requirements relating to the Code of Conduct, or failure to cease such non-compliance after its receipt of the Buyer’s notice to take prompt and adequate measures to address and mitigate any adverse consequences resulted therefrom. We as Supplier have full power and authority to execute this Agreement, and we hereby agree to respect the principles and observe and comply with requirements set out below:

1. Legal Compliance

   We shall comply with all applicable local governmental laws, regulations, mandatory codes of conduct and prevailing international standards. In relation to practices, guidelines and protocols applicable and/or relevant to us and our business and operation which are not legally binding (collectively, the Practices), we shall adopt and follow the Practices as closely as possible. Where adoption and observance are not commercially possible, we shall install and enforce measures and/or procedures that approximate the relevant requirements under the Practices to a reasonably practicable extent.

2. Labour
   1. Child labour is strictly prohibited in all circumstances. The term “child” refers to a person younger than the local legal minimum age for employment or the age for completing compulsory education, but in no case shall any child younger than fifteen (15) years of age be employed by the Supplier or accepted as part of its workforce in whatever capacity (eg. casual labour).
   2. Work and employment is on voluntary basis and the workers should be free to leave work or terminate their employment with reasonable advance notice required by local law. We shall not use any forced or involuntary labour, whether prison, bonded, indentured or otherwise. The Supplier shall not require monetary deposits or retain identity papers or work permits as a condition of work.
   3. We shall ensure that all workers are employed legitimately and our operation does not allow, cause or contribute to slavery, servitude or human trafficking within our organization.
   4. We shall respect workers’ freedom of association and right of collective bargaining.
   5. We shall not allow any forms of discrimination in hiring and employment practices, particularly on the grounds of race, colour, age, gender, sexual orientation, family status (such as caregivers), pregnancy and child birth, ethnicity, disability, religion, political affiliation, union membership, national origin, or marital status.
   6. Workers shall not be subject to corporal punishment, mental coercion, physical contact, sexual coercion, verbal abuse or the use of gesture, language, graphic materials or representations that are threatening, abusive or exploitive.
   7. We shall comply with the local regulations of working hours, minimum legal wages and benefits. Overtime must not exceed legal limits and must be freely accepted by workers. Workers shall have at least one (1) day off every seven (7) days. Overtime and legal paid leave must be paid according to the local regulation.
   8. All wages and fringe benefits must be clearly communicated to workers and defined clearly for them, and they shall meet legal and industry minimums. Except to the extent permitted by applicable law, deductions from wages as a disciplinary measure are not permitted.
3. Health and Safety
   1. We shall provide workers with a safe and healthy workplace in compliance with all applicable laws ensuring, at a minimum, reasonable access to potable water and sanitation facilities, fire safety, adequate lighting and ventilation. We shall ensure that the same standard of health and safety is applicable to any accommodation provided for workers.
   2. We shall have adequate systems in place designed to identify and disclose to Buyer all chemicals used and/or contained in our merchandise, components or materials that are regulated by the governments and/or competent authorities in the jurisdictions where they are being used and are considered hazardous, toxic or carcinogenic.
4. Environmental Protection
   1. We shall comply with all applicable local government laws and international standards of environmental protection and preservation, and obtain maintain and keep current all required environmental permits, approvals and registrations.
   2. We shall establish a reasonable environmental management system identifying the environmental impacts and minimizing adverse effects on the community, environment, and natural resources within our manufacturing operations, while safeguarding the health and safety of the public.
5. Ethical Standards
   1. Both we and our employees shall not solicit or accept any rebate in any forms, bribes such as money, gifts at value higher than warranted by ordinary business courtesy, interests, benefits or the like. The offended employees will be subject to disciplinary punishment and any suspected commission of crimes will be reported to the authorities.
   2. All materials and goods supplied to Buyer must be free from liabilities of payment of royalty and shall not infringe any patent, design, copyright, trademark or any monopoly or industrial property rights or subject to other encumbrances. We agree to indemnify the Buyer, any of its parent companies, subsidiaries and their respective officers, directors, shareholders, employees, agents and customers against all claims, demands, damages, costs and actions for actual or alleged infringements of the same in the use, sale or resale of the materials or goods.
   3. Materials and goods purchased hereunder inclusive of any tooling or moulds in accordance with the Buyer's patents, designs, copyrights, trademarks, specifications, drawings, data, and confidential information of any nature inclusive of technical knowhow and/or in accordance with the Buyer’s samples shall not be quoted for sale or sold to others without the Buyer's written authorization. Industrial and intellectual property rights furnished by Buyer shall be kept confidential by the Supplier, the property of which is hereby acknowledged by the Supplier and shall remain at all times with the Buyer. We shall not divulge any of the said industrial and intellectual property rights to third parties and shall not use any of the same in any manner other than for the purpose of performing the transaction with the Buyer. We shall upon completion of the transaction or upon the Buyer’s request return forthwith any of the said industrial and intellectual property rights to the Buyer.
   4. The Supplier shall notify the Buyer and seek its approval in writing and in advance for any changes or modifications of production method, materials, components, quality testing procedure or equipment, quality assurance measures and/or relocation of production sites which may affect the quality of the materials, goods or services hereby ordered by or supplied to the Buyer. If the quality of the materials, goods or services originally ordered by the Buyer has deteriorated or such is unfit for use, and in the Buyer’s reasonable judgment, these are caused by any of the above changes or modifications, the Buyer may, in addition to other remedies available to it, cancel the transaction with the Supplier immediately and the Supplier shall return the deposit (if any) to the Buyer forthwith.
6. Responsible Sourcing of Minerals

   We shall comply with Conflict Minerals Policy. All materials and goods supplied to the Buyer do not and shall not contain Conflict Minerals (3TG: Tantalum, Tungsten, Tin, Gold), Cobalt and Mica originated from conflict-affected and high-risk areas (“CAHRAs”). If we source these minerals that originate from CAHRAs, we shall notify the Buyer and declare to the Buyer that the related smelters and refiners are conformant to the Prescribed Standards stated in the Conflict Minerals Policy. We undertake to promptly report to the Buyer if any of the materials and goods supplied to the Buyer contain 3TG, Cobalt and Mica.

7. Management Systems

   We shall adopt or establish a management system fully responsive to the principles and requirements in the Code of Conduct. The management system adopted by the Supplier shall seek to achieve compliance with applicable local laws, regulations and customer requirements related to the Supplier’s operations and products, conformance with the Code of Conduct and identification and mitigation of operational risks covered by the Code of Conduct.

   1. acknowledges the contents of this Agreement and the Code of Conduct and confirms its understanding and acceptance of these two documents;
   2. undertakes to promptly report to the Buyer in writing if it fails to observe, respect and comply with the above requirements and principles; and
   3. agrees to use its best endeavours to protect the Buyer and its affiliate companies from all the adverse consequences   resulted from its failure to observe, respect and comply with any of the requirements and principles hereof.
   4. acknowledges this Agreement and the Code of Conduct are prepared in English and their Chinese translation are provided for reference only. In the event of any conflict or discrepancy between English version and the Chinese translation, the former shall prevail.

Executed for and on behalf of the Supplier :
Name : LIM SEOK KIM
Title : Managing Director
​​​​​​​Date : 30 Aug. 2023