CODE OF CONDUCT SUPPLIERS, CUSTOMERS, PARTNERS, AND OTHER RELATIONS

Of the Valamka group, its companies ans brands.

This document is a translation for the purpose of information, interpretation, and good comprehension. By accepting the translated version, you accept at the same time the original version drawn from the French language, and French law governing our obligations through the headquarters of our group. The original document serves as a reference in case of conflicts, as well as the original language before translation.

The Valamka group, its companies, and its brands.

We attach great importance to ensuring that our companies, our brands, and their partners have common rules of principles and practices in terms of responsibilities.

We also pay special attention to the principles of ethics, environmental protection, and respect for the rules of human rights.

It is in this sense that the Valamka group requires each of its companies or brands to implement and apply solutions to establish fair, honest, responsible, irreproachable, and innovative relations, where necessary, with all our partners, suppliers, distributors, subcontractors, customers, etc.

In the present situation, each company in the group and brands requires its suppliers and customers to comply with the rules which appear in this Code of Conduct for suppliers, customers, and partners of the Valamka group, and to verify that their sub- contractors, suppliers, and partners also respect the same Ethical Principles.

Therefore, this Code of Conduct is fully integrated into the general terms and conditions of sale of all our services, products, collaboration contracts and partnerships, whatever their forms or any other form of relationship. By agreeing to work with the Valamka group, its companies, and its brands, you automatically and implicitly accept this Code of Conduct.

The Valamka group, our companies and our brands undertake in a responsible manner to respect the various laws, national and international conventions, with the objective of operating with best practices in the various evolutions of our activities, and more particularly in the protection of the environment, Ethics, and the rules of respect for human rights.

The Valamka group, our companies and brands require their suppliers and customers to respect the application of laws and ethical rules in the conduct of their business and the management of their companies. All our suppliers and customers, their employees, as well as their subcontractors, suppliers and production sites are required to comply with its principles, norms, and standards.

In the presence of national legislation or imposed regulations covering the same subject, the highest standards, obligations, and norms shall be applied. If this code of conduct conflicts with applicable law, the law takes precedence over this supplier and customer code of conduct.

The Valamka group, its companies and brands will enter a relationship or in collaboration with customers, suppliers and partners who will have to comply or will agree to comply with the rules of this code of conduct.  It will be the same with the various national and international conventions such as the UDHR “universal declaration of the human rights” and the various world pacts which would be signed by the Valamka group with the United Nations, the conventions of the ILO ” International Labor Organization ”, the rules of the OECD, the respect of the rules of UN Women, as well as all the rules set out in article 40 of the statutes of the company Valamka SAS relating in particular to the fight against corruption, fraud and money laundering.

Customers, suppliers, and partners guarantee vis-à-vis the Valamka group, their companies and brands, the work carried out and provided by their subcontractors, suppliers, and partners regarding compliance with this code of conduct and the resulting obligations.

Failure to comply with this Code of Conduct by a stakeholder in direct or indirect connection with the Valamka Group, its brands, and its companies, may lead to a reassessment and examination of the situation and the relationship maintained with the customer, the supplier. or the partner directly linked to the entities of the Valamka group. The Valamka group, the companies or the brands which note these violations are  entitled to terminate all relations with customers, suppliers, or partners in compliance with the general conditions, whether the link is either contractually written or not in compliance with the laws that would be applicable. And this without prejudice to the other rights of the Valamka group, its companies, and its brands, and without affecting any remedies that could be exercised globally by the Valamka group or individually by the companies or the brands.

LABOR LAW & SOCIAL RESPONSIBILITIES

The Valamka group, its companies and its brands demand of its customers, partners, and suppliers to be exemplary in their social responsibilities and respect for the labor rights imposed therein.

In particular, it is required:

• The absolute ban on the use of child labor under the age of 16 years old. In countries where there is a higher age or a minimum compulsory school age that is higher than French law, this right takes precedence over the age listed in French law. In the case of work that could create a risk for the safety, health or morals of children, it is required that this work is not performed below the age of the French majority, i.e. 18 years. All countries applying an age of majority greater than French law which may be in force in the country where this function is exercised prevails over the age of legal majority in France.

• The absolute ban on the use of forced labor. Any recourse to forced labor, servitude, all forms of slavery or human trafficking, as well as the sequestration, withholding of identity documents, residence permits, or work permits are strictly prohibited. The establishment of a financial or non-financial compensation creating a form of constraint whatever its form on the worker will lead to an immediate and without notice termination of relations with the Valamka group, its companies, and its brands. Every worker must be in full capacity to accept, refuse or leave his job freely; workers cannot be forced to work to pay off debt.
• Illegal work, particularly undeclared or clandestine work, is strictly prohibited. Our suppliers, customers and partners have an obligation to abide by the rules and laws to prevent fraudulent work.
• Harassment and various abuses are points for which we expect special attention from our suppliers, customers, and partners. We expect all workers to be treated with dignity and with respect for their integrity. We could not conceive and accept any form of practice of physical, sexual, psychological harassment, etc. The same will apply to corporal punishment and punishment or any other form of abuse, whether carried out in the name of religion, traditions or not.
• Discrimination is prohibited. We could not imagine that a supplier, customer, or partner could discriminate between their workers and the public. We will ensure that all workers are treated with equality and probity. The following are prohibited: discriminatory wage practices, hiring, rights to training, marketing, pregnant women, dismissal, and all other abusive practices whether based on criteria of sex, race and / or ethnic origin, religion, age, disability, trade union membership, nationality, gender identity or social origin, sexual orientation, or choice of private life.
• Our customers, suppliers, and partners, if they have employees, must ensure regular and at least monthly salary payments; overtime pay will be at the rate set out in law and will comply with all legal obligations related to employee benefits. If in national law, there is no provision obliging the remuneration of overtime, the customers, suppliers, and partners must ensure that the wage remuneration is equal to at least the average minimum of their most relevant industrial sector. and that the remuneration for overtime is carried out on an hourly basis of the usual remuneration. Absolutely nothing should be withheld from employee compensation for disciplinary reasons, even if the law allows it. We expect our customers, suppliers, and partners to provide all workers with the benefits of the benefits that would be provided to them in the various collective agreements, company agreements or any other agreement that may be existing and applicable.
• The working conditions, the hours worked by the workers must respect the regulations and the legislation which are applicable to them. The hours worked may not exceed the regulations set by international standards and in particular by the ILO (International Labor Organization). Our customers, suppliers, and partners cannot impose weeks (period of seven days) of work without at least one day of rest.
• Our customers, partners and suppliers undertake to respect freedom of association by complying with the rights of workers to be able to express themselves collectively, to join or create the trade unions of their choice without being confronted with discrimination, violence, attacks, or even pressures of all kinds.
• The work environment and the equipment made available by our customers, suppliers and partners must be secure. The safety and hygiene rules in force and of use in the country as well as the international rules must be respected in order to protect workers from accidents or particular phenomena that could create harm to health and / or bodily injury during the exercise of their functions. The preventive and protective measures must include professional journeys, the organization of the handling of materials and equipment necessary for the exercise of their professions. Suppliers, customers, and partners must comply with the same respect for health and safety rules also with regard to the accommodation made available to workers. Procedures, training, and prevention sessions on all these subjects should be put in place to prevent all risks and danger.

ENVIRONMENTAL PROTECTION AND REGULATIONS

The Valamka group, its companies and brands have taken the decision to act for the protection of the environment. Collaboration with customers, suppliers and partners is established to create best practices in our supply chains and business patterns. We expect our suppliers, customers, and partners to collaborate and share these values and our commitments. We will encourage all initiatives and proposals aimed at reducing negative environmental impacts. We expect from our partners, customers, and suppliers’ full compliance with the national and international regulations in force for environmental protection and that their activities be carried out after obtaining the various environmental authorizations and permits.

We ask that the various stakeholders be able to provide the various documentation proving the implementation of regulatory requirements as well as the implementation of managerial procedures for the environment, renewals and improvements of sites and production tools with better environmental performance. The implementation of preventive and corrective measures for the treatment of air, water, industrial or non-industrial waste as well as any other necessities that will also be required.

It is necessary to put in place procedures guaranteeing compliance and regulatory traceability of the raw materials, products or materials used. It is also called for the implementation of practices guaranteeing animal welfare for industries using products from an animal source, for example: (hides and skins). Partners, customers, and suppliers must ensure that personnel directly related to activities leading to environmental consequences are trained and competent by providing the means that will be essential for them to ensure the proper execution of their activities.

PROFESSIONAL MORALS AND INTEGRITY

The Valamka group, its companies and its brands will be particularly uncompromising in the requirement of exemplary adherence of customers, suppliers, and partners in the conduct of activities with integrity and irreproachable morality.

We require from our partners, customers, and suppliers that legal requirements are respected in accordance with the national and international regulations and legislation imposed on them and applicable in the code of conduct of their companies or groups.

We will not tolerate any form of corruption or influence peddling, and we will expect the same from our customers, suppliers, and partners. We will demand absolute respect for laws relating to corruption. It will therefore be necessary that prevention, detection, and sanction measures be implemented to react with appropriate measures to any detection of behavior directly or indirectly linked to corruption or influence peddling in their activities.

It is required that procedures and measures be put in place by our customers, suppliers, and partners so that they protect themselves against possible conflicts of interest, and that they comply with all applicable laws to avoid conflicts of interest in the context of collaboration with the Valamka group, its companies, and its brands.

Money laundering and tax evasion:

Brief definitions, an act of money laundering is the act of concealing the origin of funds derived from illicit activities to be able to reuse them in the national or global economic circuit. Acts of tax fraud take place in particular by concealing and / or subtracting sums normally subject to taxation and which would be reinjected into the economic circuit before their taxation by illegal mechanisms of concealment or subtraction. To fight against these two phenomena using the Valamka group, its companies and its brands, we demand proven and verifiable procedures of prevention, surveillance, detection and sanctions on the part of our customers, suppliers, and partners so that its latter limit the risks of using their companies as vehicles for such illicit operations. We encourage innovation and the establishment of procedures for better controls and best practices for combating these phenomena and to continuously develop control systems.

We ask our suppliers, customers, and partners to comply with the rules and laws applicable to competition in the countries where they operate, but also to fight against the abuse of dominant positions and the practices of concertation and illegal agreements on price and competition.

We require our suppliers, customers, and partners to take all measures and arrangements to guarantee confidentiality vis-à-vis professional sectors, and in particular on non-public information that is exchanged in the context of business relationships. with the Valamka group, its companies, and its brands.

Prevent and fight against insider trading. We require our suppliers and partners to comply with the legislation in force and ask them not to buy or sell directly or indirectly securities or financial instruments of companies and brands of the Valamka group which are listed on the financial markets and for which they would have privileged information because of their positions.

We require our customers, suppliers, and partners to comply with the applicable rules and laws on the protection of personal data.

We ask our customers, partners, and suppliers that they comply with all regulatory provisions relating to customs laws, safety, and security in the context of their imports or exports and that they undertake in particular not to trans-ship goods in importing countries.

We require our customers, suppliers, and partners to comply with international trade restrictions and sanctions, to inform themselves about evolving situations as well as laws and restrictions related to export control.

We ask our customers, suppliers, and partners to pay particular attention to the rules related to invitations, gifts, and benefits. The Valamka group, its companies and its brands recognize as acceptable within the framework of established business relations that expressions of courtesy can be carried out, provided that the values ​​are limited and that the expressions of courtesy are offered in full transparency, absolute and exclusively if the national, local or customs of the country authorize such practices. These expressions of courtesy must exclusively reflect recognition, consideration and uninterested manifestation, and no consideration should be given to any expectation of consideration in exchange for such manifestations. These expressions of courtesy are totally excluded and prohibited from business relations established with government entities within the framework of direct or indirect economic relations. It is specified that in certain situations, such events may be requalified in violation of the anti-corruption provisions and that these rules must therefore be respected in their entirety.

We ask our suppliers, customers, and partners to protect the financial assets and resources of the Valamka group, its companies, and its brands, including intellectual property rights, image rights, trademark rights, etc. You therefore undertake to fight effectively against fakes, the use of forgeries, counterfeits, and any fraudulent act that may use the patrimony, assets, and financial resources of our group, its companies and its brands weather the products are finished, semi-finished and / or that it concerns components and spare parts for our products and services. Our suppliers, partners and / or customers for all products that we have refused or not ordered, which have not been purchased and which are related to designs or with distinctive signs that may be related to brands and products of the Valamka group, its companies and its brands and which have not been delivered must be destroyed by the suppliers following the instructions of the brand, group company, or headquarters of the Valamka group. We ask our suppliers, customers, and partners to put in place prevention and control procedures in order to preserve our financial assets and our resources.

We ask our customers, suppliers, and partners to pay the greatest attention in the context of their public positions, and more particularly on social networks, internet, in the media or whatever their media, but not limited to that. You must ensure that such interventions do not involve the liability of the Valamka group, its companies, and its brands, that the information is not attributed to them either and that it respects the rules and compliance of confidentiality commitments and compliance with this Code of Conduct as well as the rules of professional secrecy and compliance with legislation.

Our suppliers, customers and partners undertake to transmit readable, clear, explicit, and precise information on the various media, methods and resources that would be used for production and the characteristics of the services and products provided. They must not contain any information or allegations which could mislead and / or be misread.

AUDITS & CONTROLS

The head office of the Valamka group, its companies and its brands reserve the right to check, control and audit partners, customers, and suppliers as well as their own suppliers, partners, and subcontractors. Customers, suppliers, and partners must provide and guarantee access to representatives of the Valamka group, its companies and its brands seeking to verify compliance with this code of conduct. They make a commitment to correct, improve and detect all shortcomings and deficiencies. The Valamka group, its companies and its brands can support customers, suppliers, and partners in monitoring, creating, implementing, and implementing best practices to resolve cases of non-compliance, even minor ones. You agree to provide our representatives with archives and access to sufficient information demonstrating compliance with this Code of Conduct. Records must be complete, authentic and accurate.