Supplier Code of Conduct

Waev Supplier Code of Business Conduct and Ethics

 

At Waev, we conduct business honestly, openly, and transparently with our customers, our employees, and, of course, you – our supplier, service provider, consultant, agent, vendor, or other third-party entity (“Supplier”).  We have worked hard to build a reputation of integrity. Our supply chain is a vital part of this success. When conducting business with us or on our behalf, we expect you to work honestly and ethically, and to make sure your employees and suppliers do the same.

This Supplier Code of Business Conduct and Ethics (“Code”) sets forth our expectations regarding ethical business practices and how you conduct your business.

Compliance with Laws

You must conduct your business in full compliance with all applicable national, federal, state, local and foreign laws, regulations, guidelines and your corporate code of conduct as well as this Code. If you find that more than one law or regulation applies, follow the stricter standard. Suppliers shall support the principles of the United Nations Global Compact relating to human rights, labor, environment, and anti-corruption, as derived from the Universal Declaration of Human Rights, the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work, the Rio Declaration on Environment and Development, and the United Nations Convention Against Corruption. Also, use good judgment and engage us whenever you’re unsure about the right thing to do.

In particular, among others, the following principles are to be adhered to by all Waev’s Suppliers:

Supply Chain Compliance; Audit and Enforcement

We expect Suppliers to adhere to this Code and to ensure these commitments are met within their supply chain. Waev reserves the right to visit (and/or to have third party monitors visit) a Supplier’s facilities, with or without notice, to evaluate compliance with this Code.  From time to time, Waev or a designated third party may request, and Suppliers shall provide, documentation and access to records to demonstrate compliance with this Code.

Violations of this Code will result in a review of our business relationship, and may result in the termination of our business relationship consistent with our contractual rights and applicable law. If a Supplier, or any of its second-tier suppliers, acts in a way that disparages or causes reputational harm to Waev or to Waev’ brands, Waev reserves the right to terminate any agreement with the Supplier.

 
Labor and Human Rights

Protecting Human Rights

We are committed to respecting human rights, and we will not tolerate the abuse of human rights in our operations or in our supply chain.

No Child Labor

Waev prohibits the use of child labor. Suppliers must comply with applicable child labor laws and employ only workers who meet the applicable minimum legal age requirement in the locations where such workers are employed. In the absence of local laws, Suppliers shall not employ children under the age of 15. If the type of work is, by its nature, likely to jeopardize the health or safety of the employed, the minimum age of employment may not be less than 18 years.

No Forced Labor

Waev prohibits all forms of forced or involuntary labor or modern forms of slavery. All labor must be voluntary. Waev will not purchase material or services from a supplier utilizing forced or involuntary labor. Workers must be allowed to maintain control over their identification documents (e.g. passports, work permits or any other personal legal documents). Supplier shall ensure that workers do not pay fees or make any payment connected to obtaining employment throughout the hiring process and the employment period. Supplier shall be responsible for payment of all fees and expenses (e.g. licenses) relating to workers, where legally required. Punishment, mental and/or physical coercion as well as any other form of human trafficking are prohibited. Disciplinary policies and procedures shall be clearly defined and communicated to the workers.

Compensation and Working Hours

Waev pays its employees a competitive wage, and expects the same from its Suppliers. Suppliers are expected to comply with all applicable wage and hour labor laws and regulations governing employee compensation and working hours, including overtime, rest breaks and paid leave. Suppliers shall pay workers in a timely manner and clearly convey the basis on which workers are being paid (i.e. receive employment documents in a language they understand). Deductions from wages as disciplinary measure shall not be allowed, unless legally permitted.

Respect in the Workplace

Anti-Discrimination, Diversity and Equal Opportunity

We believe that together, we can continue to build a diverse and inclusive workplace.  We encourage all Suppliers to make a commitment to diversity and inclusion. Unlawful discrimination in the workplace is not tolerated. Waev is an Equal Employment Opportunity (EEO) employer.  Suppliers are expected to comply with all applicable local laws concerning non-discrimination in hiring and employment practices.

Additionally, be professional at all times and conduct business in a way that reflects positively on Waev and your own organization. Honor the cultural differences of others and never allow workplace decision-making to be affected by characteristics such as race, ethnicity, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, marital status, status with regard to public assistance, or any other characteristic protected by law. Waev expects suppliers to embrace diversity and inclusion, because a diversity of backgrounds, cultures and experiences leads to better business outcomes.  In addition to EEO, Waev is also an affirmative action employer.  Suppliers may have affirmative action obligations based on their relationship with Waev or otherwise.

Anti-Harassment

We believe every individual has a right to work free from harassment, including sexual harassment, bullying, and abusive conduct. Harassment can take many forms and be verbal, physical, or visual – all of which are prohibited by Waev’ policies. Harassment can happen at any location, and it can be instigated by employees as well as customers, contractors, and other suppliers. Share our commitment to maintaining a respectful workplace by interacting in positive and productive ways and speaking up when you experience or suspect something wrong.

Safe Working Environment

Occupational Safety

Waev is committed to the safety and health of its employees and conducts its operations in compliance with applicable laws and regulations. As our Supplier, we expect you to provide a safe working environment that supports accident prevention and minimizes exposure to health risks. Suppliers are responsible for safely managing worker exposure to workplace hazards and hazardous materials. Suppliers shall comply with applicable occupational health and safety regulations and provide a work environment that is safe and conducive to good health (e.g. drinking water), in order to preserve the safety and health of employees, safeguard third parties and prevent accidents, injuries and work-related illnesses. This includes regular workplace risk assessments and the implementation of adequate hazard control and precautionary measures, including the provision of appropriate Personal Protective Equipment (PPE). Employees are to be adequately educated and trained in health and safety issues in a language they understand.

Occupational Injury and Wellness

Suppliers shall have systems to track, report and address occupational injuries and illnesses.  These systems shall comply with all applicable laws and regulations and shall include (a) encouraging reporting by workers, (b) classifying and recording cases of injury and illness, (c) investigating reported cases, and (d) implementing corrective actions.

Emergency Preparedness

Suppliers shall have an emergency preparedness plans for their facilities that address evacuation procedures, reporting and notification, sufficient hazard detection and suppression equipment, and training and drills for employees.

Safe and Sanitary Housing and Food

If Suppliers provide dormitories or other housing for employees, such housing shall be clean and safe, comply with all fire, housing and safety codes, and provide sufficient heating and cooling, personal space and freedom to exit and enter at the discretion of the inhabitant.  Any on-site food storage, preparation and serving facilities shall be sanitary and comply with all applicable laws and regulations.  Also, all workers must also have access to clean toilet facilities and potable water.

 
Business Integrity and Compliance

Keeping Accurate Records and Financial Reporting

As our Supplier, you are required to create and maintain records that fully and accurately represent the transaction or event that is being documented. You must never alter, falsify, or remove any record or document related to our company or our business, and such records and documents must be retained in accordance with retention requirements required by law.  Further, you must never lie to anyone when working on our behalf. Regulators, investors, and others rely on the accuracy of books and records. Accurate and complete information is essential so that we can make informed business decisions. We expect you to help us maintain financial integrity by recording transactions honestly and accurately and speaking up about any suspicious activity related to any transaction conducted on our behalf.

Protecting Confidential Company and Personal Information

Suppliers are expected to respect the confidentiality rights and intellectual property rights of Waev and of others by taking reasonable measures to protect the confidential information of Waev and other third parties which is entrusted to you through our relationship from unpermitted disclosure and by refraining from intentionally or knowingly infringing on the intellectual property rights of Waev or of other third parties. Disclosure of confidential information is only permitted in accordance with your agreements with us and, in such cases where disclosure is permitted, such disclosure is only permitted to parties who need to know the information and have an obligation to maintain the confidential nature of the disclosed information.

Also, employees, customers, business partners, and others trust Waev to handle their personal information (i.e., information that relates to an identified or identifiable individual) with care, so we expect Suppliers to follow applicable data protection laws with respect to any personal information you handle in connection with providing goods or services to us and to use and share that information only as needed for legitimate business purposes in accordance with your contracts with us.

Suppliers are also expected to implement reasonable and appropriate security measures to protect Waev’s proprietary, confidential, and personal information from unauthorized access or disclosure, and maintain the integrity of Supplier’s operations that impact Waev’s operations.

Data Protection, Information Security, and Disclosure of Information

Suppliers shall adhere to applicable data privacy laws and regulations, and shall process any personal data collected from Waev, or from Waev’s customers, employees and shareholders in accordance with the provisions of the California Consumer Privacy Act (CCPA), other applicable laws, and its own privacy policy.

The information security requirements applicable to Suppliers with regards to any data entrusted to their control during and after their engagement with Waev are based on international standards, such as the Code of Practice for Information Security Management. Suppliers should take account of the need to protect the confidentiality, integrity and availability of information. At all times the required level of information security and control to be ensured by Suppliers must be commensurate with the sensitivity, value and criticality of the information being processed throughout the lifecycle of the information. Suppliers shall safeguard and make only appropriate use of confidential information. Suppliers shall comply with any contractual requirements on data privacy and information security and shall not disclose any information that is not known to the general public.

Protecting Free and Fair Competition

We believe in a competitive marketplace and are committed to obeying both the letter and spirit of antitrust and competition laws everywhere we do business. We also only work with those who never look to gain competitive advantages through unethical or illegal business practices and follow all antitrust and competition laws. Never agree, or appear to agree, with competitors or others to restrict trade or limit production. Do not discuss pricing, bidding or production costs with your competitors.

Avoiding Conflicts of Interest

We’re committed to making business decisions that are objective and impartial; and we expect no less from our Suppliers. This means you must avoid any situation or relationship that creates – or appears to create – a potential conflict between your own interests and the interests of our Company. Such conflicts could arise out of outside employment, personal relationships, financial interests, board memberships, or business ventures. If you become aware of a potential conflict of interest in the course of performing work on our behalf, disclose it to us immediately and seek guidance to determine the appropriate course of action.

Conducting International Business; Trade Compliance

We are committed to complying with all laws that govern trade across borders. This includes laws that regulate imports and exports, require that financial transactions are not being used for the payment of bribes, corruption, or money laundering, and prohibit companies from cooperating with unsanctioned boycotts. Know, understand, and follow the requirements that apply to your products, services, and technologies with regard to trade and conducting international business.

Avoiding Bribery and Corruption

Bribery and kickbacks are illegal and subject to criminal penalties in many countries, including the United States. Bribes, kickbacks, and similar payments to government officials or in the commercial context, to Waev employees, or agents acting on Waev’s behalf, are strictly prohibited. This prohibition also applies in areas where such activity may not violate local law.

Facilitation payments are unofficial payments of small amounts to public officials to expedite the performance of routine, non-discretionary and ministerial government actions other than standard service fees paid in accordance with a set fee schedule.  Facilitation payments are not permitted without prior written consent from Waev, which will only be provided after verifying that such payments are permitted by applicable laws; provided, however, that such payments are not prohibited where necessary to avoid a serious risk to health, safety or liberty of a person or a member of such person’s family and such payments are reported to the person’s supervisor at the Supplier, the Waev business contact and to Waev’s Global Head for Ethics & Compliance as soon as possible under the circumstances.

Government Interactions

Special legal and contracting rules apply to our dealings with governments. These include: bidding or procurement requirements; stringent restrictions on gifts, traveland entertainment; special billing and accounting rules; and restrictions on subcontractors or agents. As our Supplier, be sure to comply with these standards and understand the potential consequences for failing to comply, including sanctions.

Gifts and Entertainment

Waev wants to avoid even the appearance of making business decisions based on improper factors. In accordance with this policy, employees may not accept, directly or indirectly, gifts, gratuities, entertainment, or any other favors from anyone who is doing business with Waev or who wishes to do business with Waev. In unique or special circumstances, a favor or gift may be accepted if it is infrequent, of nominal value and is normal and customary given the business circumstances. Waev employees may never accept cash or cash equivalent from a Supplier.

Representing the Company

You must notify your Waev contact and obtain appropriate and express prior written approval before making communications (e.g., posting on social media, participating in podcasts, giving speeches, publishing white papers or case studies) that reference your engagement with Waev, Waev operations, or the Waev brands. You may not list Waev or any Waev brands on any webpages or customer lists without such approval. Any use of Waev logos or marks must be specifically approved and accompanied by a trademark license; no use shall be permitted which is not in accordance with our Brand Guidelines. Communications with or on behalf of Waev (including electronic and via social media) must be appropriate for the intended audience; not contain any offensive or harassing language; and not contain any language or information that violates any laws, rules or regulations.

 
Safety and Ethics 

Designing Safe Vehicles

Safety and quality are paramount at Waev. We are committed to designing and building safe, innovative, and high-quality vehicles that help people find possibilities in work and play. Everyone at Waev has a personal responsibility for vehicle safety and we expect nothing less from our Suppliers. Maintain the highest standards and always put the safety of customers first – without exception.

Being Good Stewards of the Environment

Waev respects the environment and conducts its operations in compliance with applicable laws and regulations. Suppliers are expected to conduct their operations in a way that respects and protects the environment. Suppliers are expected to comply with all applicable environmental laws and regulations in the countries in which they operate.

Conflict Minerals

Waev strives to have a conflict-free supply chain and is committed to working with its Suppliers to increase transparency regarding the origin of minerals contained in its products. Waev requires its Suppliers to undertake reasonable due diligence with their suppliers to identify whether any of the products supplied to Waev contain 3TGs (Tungsten, Tantalum, Tin and Gold) sourced from the Democratic Republic of the Congo and, if so, whether the mines and smelters identified are certified as “conflict free” by an independent third party.

Waev is also committed to complying with the conflict mineral requirements under the Dodd Frank Act and all the related rules and regulations issued by the Securities and Exchange Commission. Suppliers shall comply with all applicable laws and resulting due diligence obligations with respect to the sourcing of minerals and materials from conflict affected regions and high-risk areas, which may contribute to human rights abuses, corruption, the financing of armed groups or similar negative effects.

Sharing Concerns

Everyone must do their part to maintain high standards of ethics and integrity. If you believe that a violation of the law or this Code has occurred, you have an obligation to speak up. You can report concerns to your Waev contact or at ethicscompliance@waevinc.com.

When you speak up, know that you can do so without fear. We prohibit all forms of retaliation against anyone who comes forward in good faith, and we will make every reasonable attempt to ensure that concerns are addressed appropriately.

Updated: December 18, 2024