SUPPLIER CODE OF CONDUCT COMMITMENT
TEKNOSA İÇ VE DIŞ TİCARET A.Ş. (“TEKNOSA”) aims to ensure customer satisfaction, to provide products and services at the highest level of quality and standards by using limited natural resources effectively and efficiently, and to contribute to economic and social development; accordingly, it seeks to be a symbol of trust, continuity and reputation in the eyes of its customers, shareholders, employees, suppliers and all stakeholders. TEKNOSA considers sustainability principles and ethical values among the fundamental elements of its business strategies and regards responsible conduct in environmental, social and governance areas not only as a legal obligation, but also as a commitment it has undertaken towards society, the environment and all of its stakeholders. Within this scope, TEKNOSA considers it essential that business partners involved in all links of the supply chain conduct their activities in compliance with the principles of environmental responsibility, social justice, respect for human rights and good governance.
This Supplier Code of Conduct (“Rules”) established by TEKNOSA sets out the ethical, social, environmental and governance standards that suppliers are required to comply with in their ways of doing business and is based on internationally recognised standards, including, primarily, applicable national legislation, the OECD Guidelines for Multinational Enterprises, the United Nations Guiding Principles on Business and Human Rights, the United Nations Universal Declaration of Human Rights, and the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work and the relevant fundamental conventions.
The supplier (“Supplier”) signing this Supplier Code of Conduct Undertaking (“Undertaking”) irrevocably accepts, declares and undertakes that it has read and understood the Rules and will fully comply with all provisions thereof, that these Rules constitute an integral part of all commercial relations between the Supplier and TEKNOSA, and that they constitute contractual obligations.
1. Labour and Human Rights
The Supplier accepts, declares and undertakes that, in all activities it carries out, it shall respect the fundamental human rights of the entire workforce, including direct and indirect employees, temporary workers, migrant workers, students and interns, contract employees and subcontractors, and shall provide employees with a fair, safe and dignified working environment, shall not employ uninsured workers, shall comply with minimum age restrictions and act in accordance with the applicable rules regarding relevant national employment permits; within this scope, it accepts that it strictly prohibits all forms of forced labour, human trafficking, bonded labour, modern slavery, compulsory or exploitative labour practices, that employees shall be informed during recruitment processes through written contracts that are transparent, understandable and, where possible, prepared in the employees’ native language, that no fees shall be charged under any name in connection with recruitment, that employees’ identity and personal documents shall not be confiscated, and that employees’ right to terminate their employment contracts of their own free will and following a reasonable notice period shall not be restricted; it undertakes that child labour shall not be employed, that young workers shall not be assigned to work that may endanger their health, safety or development, that working hours and overtime practices shall comply with applicable legislation, that employees shall be granted at least one day of rest in every seven-day period, that employees shall not be required to work more than 60 hours during a working week, including overtime, and that overtime practices shall be based on voluntariness; it accepts that remuneration, overtime payments and fringe benefits shall be provided in compliance with all applicable legislation and in accordance with the principle of equal pay for equal work, and that employees shall be provided with clear and understandable information regarding payments made to them; it declares that employees’ inviolability shall not be violated through discrimination, harassment, violence, mistreatment, inhuman or degrading treatment at the workplace or at any place where they are present due to work, and that such conduct shall under no circumstances be tolerated, that the principle of equality shall be observed in recruitment and employment processes, and that employees shall be allowed, to a reasonable extent, to exercise their religious and personal rights; it further accepts and undertakes that it shall respect employees’ rights to freedom of association, unionisation, collective bargaining and representation, that it shall not permit any pressure, retaliation or discrimination in relation to the exercise of these rights, and that it shall ensure that all such obligations are implemented throughout the supply chain, including by subcontractors.
2. Occupational Health and Safety
The Supplier accepts that providing a safe and healthy working environment, together with preventing occupational accidents and occupational diseases, increases product and service quality, operational continuity, employee engagement and workplace efficiency; within this scope, it undertakes to systematically identify and assess occupational health and safety risks in all of its activities, including chemical, physical, biological, electrical, fire, machinery, ergonomic and all other similar sources of hazards, and to eliminate such risks or reduce them to an acceptable level in accordance with the hierarchy of controls, to provide suitable personal protective equipment free of charge whenever necessary and to ensure its effective use; with respect to emergencies, it accepts that it shall identify and assess risks in advance, establish emergency plans, evacuation and response procedures in order to mitigate their impacts, conduct employee training and drills at least once a year or in accordance with stricter requirements under applicable legislation, and keep appropriate detection, extinguishing and evacuation systems continuously operational; it declares that it shall establish effective systems for the prevention, recording, reporting and investigation of occupational injuries and illnesses and for the implementation of corrective actions based on root cause analysis, and shall allow employees to report risks without fear of retaliation and to remove themselves from imminent danger; it accepts that it shall control employees’ exposure to chemical, physical and biological agents, provide regular occupational health surveillance and hygienic conditions; provide employees with hygienic food, clean toilets, tested and safe drinking water and safe accommodation conditions; control risks arising from physically demanding work and machinery and equipment, and provide the necessary safety equipment; it undertakes that it shall provide all occupational health and safety training and information in a language that employees can understand, both upon commencement of employment and at regular intervals, and shall make such information accessible; it further accepts and undertakes that the products and services it provides shall comply with all applicable legal and industry safety and quality standards at every stage, from design and production to distribution, use and recall processes, that it shall regularly perform or procure the performance of all tests required before, after or at any time in connection with the supply of products and services to TEKNOSA or on behalf of TEKNOSA and requested by TEKNOSA, that it shall immediately inform TEKNOSA in all cases to the contrary, and that it shall fully, immediately and effectively carry out all actions, including product recall and withdrawal processes, in cooperation with TEKNOSA and the relevant official authorities.
3. Environmental Responsibility
The Supplier, recognising that environmental responsibility is an integral part of the production of products and services in all of its activities, undertakes to identify and monitor the environmental impacts arising from its activities and to minimise such impacts while taking into consideration public health and the protection of the environment and natural resources; within this scope, it accepts that it shall obtain all necessary environmental permits, licences and approvals in accordance with all applicable environmental legislation, keep them up to date and fully fulfil the relevant reporting obligations; it undertakes to prevent or reduce emissions, waste and pollutants at source, ensure the efficient use of water, energy, fossil fuels and other natural resources, and continuously improve environmental performance in production and facility processes; it accepts that all processes, including the appropriate classification, labelling, transportation, storage, use, recovery and disposal of hazardous substances and waste, shall be managed in accordance with applicable legislation and that the relevant data shall be recorded and monitored; it undertakes to implement a systematic approach for the reduction, reuse, recycling and environmentally appropriate disposal of solid waste; control air emissions, including volatile organic compounds, particulates and other pollutants, monitor and, where necessary, treat such emissions, and manage ozone-depleting substances in accordance with relevant international regulations; it accepts that it shall implement an effective water management programme by monitoring the use and discharge of water resources and potential pollution risks and shall ensure that wastewater is treated in accordance with applicable legislation; it declares that it shall monitor energy consumption and greenhouse gas emissions, including Scope 1, Scope 2 and Scope 3, set targets for reducing such emissions, implement practices to improve energy efficiency and, where appropriate, evaluate methods that encourage carbon reduction; it further accepts and undertakes that, with respect to the protection of biodiversity, it shall assess the impacts of its activities and supply chain on nature and exercise the necessary due diligence to reduce environmental impacts.
4. Ethical Rules and Compliance
The Supplier accepts, declares and undertakes that it shall act in accordance with ethical standards in all business processes; within this scope, it accepts that it shall adopt a zero-tolerance principle against all forms of bribery, corruption, illicit gain, embezzlement, extortion, tax evasion and similar irregularities, without limitation to the foregoing, that it shall not directly or indirectly offer, promise or accept any improper benefit in any manner for the purpose of obtaining or retaining business, and that it shall implement effective monitoring, recording and control mechanisms accordingly; it undertakes that all commercial records shall be maintained accurately, completely and transparently and that information relating to business activities shall be fairly and truthfully reflected in accordance with applicable legislation and industry practices; it acknowledges that it shall provide all mandatory information relating to products, including any and all characteristics, use, risks, warranty conditions and similar matters, in a clear, understandable and complete manner, that it shall be responsible for damages that may arise due to incomplete or incorrect information, and that product/service claims must be scientifically and technically substantiated; it accepts that all advertising, promotional and marketing activities shall not be misleading, deceptive, exaggerated or unverifiable in nature and that it shall refrain from any commercial practice that may mislead consumers; it accepts that it shall fully comply with fair competition, commercial integrity and applicable competition and advertising legislation, shall respect and protect intellectual property rights and know-how, that the signing of this Undertaking shall under no circumstances grant, or be construed as granting, the Supplier any licence, patent, industrial design, copyright or similar rights belonging to TEKNOSA, and that it shall be obliged to obtain TEKNOSA’s prior written approval for any advertising, promotional material or content it prepares in connection with TEKNOSA and any trademarks, logos or commercial reputation associated with TEKNOSA; it accepts that, unless otherwise notified in writing by TEKNOSA, all information that it obtains from or accesses through TEKNOSA, including customer information, whether disclosed in writing, orally, electronically or through methods that may arise through existing or future technologies, without limitation to the foregoing, and whether or not marked as confidential, shall be deemed confidential information and that it shall protect all confidential information; it undertakes that it shall comply with applicable data protection and privacy legislation in the collection, processing, storage and transfer of personal data and confidential information and shall immediately notify TEKNOSA of any data breach or security vulnerability; it accepts that the privacy of employees and third parties shall be protected and that whistleblowing mechanisms shall be operated effectively, with the identities of whistleblowers kept confidential and whistleblowers not being subjected to retaliation in any manner; it declares and undertakes that it shall not use methods in its marketing activities that may exploit sensitive consumer groups, including children and the elderly, or that may be considered unethical, and further that, in line with responsible sourcing principles, it shall exercise the necessary due diligence to ensure that critical minerals in the supply chain are sourced in accordance with OECD guidelines and equivalent international standards and shall fully comply with international trade legislation and all applicable regulations, including sanctions and export controls.
5. Management Systems and Continuous Improvement
The Supplier accepts, declares and undertakes that it shall establish and maintain an effective management system that complies with the requirements of these Rules, ensures compliance with all applicable legal and regulatory requirements and customer requirements, identifies, assesses and mitigates relevant operational risks, and is based on continuous improvement; within this scope, it accepts that it shall establish policies and commitments concerning human rights, occupational health and safety, environment and ethics that have been approved by senior management, regularly communicate and implement these policies through accessible channels in languages that employees can understand, clearly identify authorised managers and representatives responsible for the implementation of the management system, and establish mechanisms for regular review by senior management; it undertakes to establish an effective process to identify, monitor and understand all applicable legal regulations, customer requirements and obligations under these Rules; conduct risk assessments in the areas of human rights, environment, occupational health and safety, and ethics, determine the significance of risks and implement appropriate technical, administrative and physical controls; it accepts that it shall establish measurable targets and implementation plans to improve social, environmental and occupational health and safety performance and regularly assess performance against these targets; it declares that it shall establish the necessary training programmes for managers and employees and thereby ensure compliance with policies, procedures and legal obligations; it accepts and undertakes that it shall establish effective communication mechanisms with employees and relevant stakeholders that support complaints, feedback and continuous improvement and that provide protection against retaliation; conduct periodic internal assessments, audits and review activities to monitor compliance; carry out corrective and preventive actions relating to identified non-conformities in a timely manner; and retain all necessary records and documentation relating to all processes in accordance with applicable legislation.
6. Audit, Monitoring and Enforcement Authority
The Supplier is obliged to ensure that all obligations under this Undertaking are fully fulfilled by its own employees, subcontractors, suppliers and all third parties with whom it has a business relationship. The Supplier accepts, declares and undertakes that, for the purpose of auditing whether compliance with this Undertaking has been ensured, TEKNOSA shall have the right, with or without prior notice, directly or through independent third parties appointed by it, to conduct any type of audit, examination, on-site visit, request for documents and information, and assessment activity; that, within this scope, it shall provide TEKNOSA with any and all requested information, documents and records accurately, completely and in a timely manner, shall fully cooperate during audit processes and shall not engage in any act or action that may obstruct, delay or mislead the effective conduct of an audit. In the event of non-compliance or breach, TEKNOSA shall have the right to grant such periods as it deems appropriate, request corrective actions, suspend the contract or terminate it immediately. The Supplier shall be exclusively responsible for ensuring that all necessary corrective and preventive actions within this scope are carried out fully, effectively and sustainably.
7. Breaches and Sanctions
The Supplier accepts that, in the event that any situation constituting a breach of these Rules is identified, it shall be obliged to immediately notify TEKNOSA of such situation in writing and shall take all necessary corrective and preventive measures to remedy the breach without delay. Furthermore, in the event that any act constituting a breach of the Rules is identified, including at the stage of attempt and/or initiation, the Supplier irrevocably accepts that TEKNOSA shall have the right, without the need for any notification, warning or court decision, to immediately and unilaterally terminate the agreements signed with the Supplier, cancel orders, suspend payments, blacklist the Supplier, suspend and/or completely terminate the commercial relationship, and implement any other administrative and commercial measure that TEKNOSA deems appropriate. The Supplier further accepts, declares and undertakes that it shall indemnify, upon first demand, in cash and in a single payment, any and all direct and indirect damages, losses, expenses, administrative fines and third-party claims that TEKNOSA may incur or is likely to incur as a result of such breach.
8. Reporting and Whistleblowing Mechanism
The Supplier accepts that it shall establish an effective internal reporting and ethical whistleblowing mechanism through which its employees may safely report breaches and non-compliances falling within the scope of these Rules, and that such mechanism shall be operated in accordance with the principles of confidentiality, independence and protection against retaliation. The Supplier further undertakes to ensure that the ethical reporting channels designated by TEKNOSA, the details of which are provided below, are communicated to all of its employees and relevant third parties in a clear, accessible and understandable manner:
Teknosa Ethics Violation Reporting Line
Website : http://teknosa.ethicspoint.com/
Telephone : 0800 621 24 61
Address : Internal Audit Senior Management, Carrefoursa Plaza, Cevizli Mah. Tugay Yolu Cad. No:67 B Block Postal Code:34846 Maltepe/İstanbul
9. Management of Conflicts of Interest
Employees of the Supplier are obliged to avoid any situation that may cause their personal interests to conflict with their duties and responsibilities arising from their commercial and business relationship with the Supplier and/or carried out on behalf of TEKNOSA. The Supplier accepts, declares and undertakes that it shall take all necessary administrative, organisational and ethical measures to prevent situations that may give rise to, or may potentially give rise to, a conflict of interest in its relations with TEKNOSA and shall regularly inform its employees in this regard. If any situation that constitutes or may potentially constitute a conflict of interest is identified, the Supplier shall be obliged to immediately notify TEKNOSA of such situation in writing. In addition, the Supplier accepts that, if any TEKNOSA employee has any direct or indirect financial, commercial or personal interest in the Supplier, it shall immediately disclose such situation to TEKNOSA.
This Undertaking shall enter into force on the date it is signed by the Supplier and, irrespective of whether a commercial relationship with TEKNOSA has been established, shall remain valid and binding throughout any and all discussions, negotiations, offers and/or business relationships conducted between the parties.