Supplier Code of Conduct
Epirus upholds the highest standard of ethical business conduct by implementing the ‘DO THE RIGHT THING’ principle. We are honest, trustworthy, respectful, and fair in our dealings with our employees, partners and the customers we serve. Our policy is to comply with all governmental laws, rules, and regulations applicable to its business. But Epirus’ policy does not stop there. Even where the law is permissive, we choose the course of highest integrity.
We expect nothing less from our business partners, including our consultants, distributors, partners and suppliers. Our Supplier Code of Conduct enlists our Supplier Partners in upholding our high standards of integrity and to DO THE RIGHT THING. We believe this joint commitment to legal and ethical conduct and integrity is a strong foundation for trusted business relationships that create shared value.
Requirements
This Supplier Code of Conduct contains general requirements applicable to all business suppliers to Epirus, including our consultants, distributors, contractors, and other business partners (our “Supplier Partners”). Individual supplier contracts may contain more specific provisions addressing some of these same issues. Nothing in this Code is meant to supersede any more specific provision in a particular contract, and to the extent there is any inconsistency between this Code and any other provision of a particular contract, the other provision will control.
Obey The Law
We expect our Supplier Partners to share our commitment to following the law.
DO THE RIGHT THING:
- Know and follow the laws that apply to them and their business
- Treat legal requirements as a minimum standard
- Alert Epirus to any material issues with the goods and services they supply—especially health and safety issues.
Conduct Business With Integrity
We seek business relationships based on trust, transparency, and mutual accountability.
DO THE RIGHT THING:
- Compete fairly and ethically for Epirus’ business
- Never offer or accept bribes, kickbacks, inappropriate gifts or hospitality, or other improper incentives in connection with Epirus’ business
- Avoid any conflict of interest relating to financial interests or other arrangements with our employees that may be considered inappropriate
- Work with their own suppliers to promote business conduct consistent with the principles in this Code
- Uphold applicable standards of fair business, advertising, and competition
Keep Accurate and Honest Records
We expect our Supplier Partners to maintain accurate and honest records.
DO THE RIGHT THING:
- Maintain books and records that reflect all transactions in an accurate, honest, and timely way
- Retain business records in accordance with record retention policies and all applicable laws and regulations.
- Disclose, on request, the location of facilities and known origins of materials to enable traceability
Honor Business Obligations
We work with Supplier Partners who share our desire to build productive business relationships.
This requires honest communications, mutual respect, and delivering on commitments.
DO THE RIGHT THING:
- Share our commitment to conducting business honestly and transparently
- Honor business obligations and manage unanticipated events in a proactive, timely, and open way
- Implement management and monitoring practices to ensure compliance with contracts and applicable laws
Treat People With Dignity & Respect
We expect our Supplier Partners to stand with us in prioritizing the safety, well-being, and dignity of all individuals, whose talents and hard work help us deliver our products and services.
DO THE RIGHT THING:
- Treat others the way you’d like to be treated
- Comply with all applicable safety and health laws and regulations, and identify, evaluate, and control worker exposure to safety and health hazards
- Never use or tolerate the use of human trafficking, forced labor, or child labor
- Foster an inclusive work environment that is free of harassment and discrimination
- Meet or exceed all legal requirements governing wage and working hour requirements, including compensation, benefits, and overtime
- Comply with applicable laws governing eligibility for employment, recruitment, and termination
Protect Epirus’s Information, Assets, and Interests
We expect our Supplier Partners to protect Epirus’s reputation and any information or property we entrust to them.
DO THE RIGHT THING:
- Protect all Epirus’ confidential information to which they have access, including Epirus’ intellectual property, trade secrets, or financial information
- Safeguard any property belonging to Epirus while under their control
- Avoid any situations that may adversely affect our business interests or reputation
- Comply with all applicable data privacy, information and cyber security laws and regulatory requirements, including breach notification obligations
- Respect and protect intellectual property rights of Epirus and other persons and/ or entities
Be Even More Diligent When Dealing With The Government
We expect our Supplier Partners to strictly observe the laws, rules, and regulations when contracting with or for any governmental entity.
DO THE RIGHT THING:
- Know and comply with all rules that apply to government contracting and interactions with government or public sector employees and officials
- Never attempt to obtain, directly or indirectly, from any source,
- procurement-sensitive information that is not publicly available or otherwise authorized for disclosure by the government
- confidential internal government information, such as pre-award, source selection information; or any proprietary information of a competitor, including, for example, bid or proposal information
- Submit accurate invoices to the government and comply with all laws regarding invoicing and payments
- Establish and maintain appropriate internal controls to ensure compliance with all applicable local country and US laws concerning prohibitions on offering anything of value to government and public sector employees or officials
- Never provide, attempt to provide, offer, or solicit a kickback, directly or indirectly, to obtain or reward favorable treatment in connection with any transaction
- Never pay or enter any agreement to pay, directly or indirectly, a contingent fee to any party for the purposes of obtaining a government contract or influencing government action
Our Goal Of Trusted Partnership
It is our goal to build trust-based relationships with ethical Supplier Partners who follow our Supplier Code of Conduct. We expect our Supplier Partners to cooperate with our reasonable requests for information, certifications, and/or audit access. When there is a concern, our practice is to work with the Supplier Partner. We may be able to help identify possible improvements. However, when an issue can’t be corrected or a supplier partner is unwilling to engage, we reserve the right to end our relationship.
By working closely with our Supplier Partners, we believe we can achieve mutual success.
If you see or suspect any conduct or business practices that you think could violate our Supplier Code, please contact Epirus directly. You may raise a concern or get help by contacting your Epirus representative; or contacting the Epirus confidential compliance hotline (compliance@epirusinc.com). Getting in touch with us quickly helps to prevent problems and correct any that have already occurred. We handle all reports promptly, fairly, and as confidentially as possible.
Epirus has a strict policy of zero tolerance of retaliation against people who speak out and report concerns about actual or potential violations of any Epirus policy.
Purchase Order Terms & Conditions
- ORDER. This order will become a binding order upon Seller beginning performance as set forth in this Purchase Order. Shipment of goods or performance of services pursuant to this order shall be deemed to be an acceptance by Seller of the terms and conditions of this order. Any additional or different terms or conditions which may appear in any communication from Seller are hereby expressly objected to, shall not become part of this order despite Buyer's acceptance of goods or services. Buyer may terminate all or any part of this order for convenience at any time by written notice to Seller. Upon such termination, Buyer’s liability for any goods or services ordered but not yet delivered shall be limited to reasonable raw material and work-in-process (WIP) charges mutually agreed by Seller and Buyer.
- DELIVERY. If any goods are not delivered or services not performed within the due date specified on the purchase order or within a lead time mutually agreed by Buyer & Seller, Buyer may refuse to accept such goods or services and cancel this order and shall be relieved of all liability for any undelivered goods or unperformed services, or Buyer may cause the goods to be shipped or the services to be performed by the most expeditious means. Seller is to be considered on time, provided Buyer’s order was within the agreed lead times and order quantities. Goods not delivered to the agreed due date or lead time may be subject to late penalties of ten percent (10%) of sell price, per day late, up to one hundred percent (100%) of the total cost. Any additional transportation charges in excess of those which would apply for the usual means of transportation shall be for the account of Seller.
- MODIFICATION; WAIVER; ASSIGNMENT. This order may not be orally modified or terminated. Any failure of Buyer to exercise its rights or remedies with respect to any installment or part performance shall not be deemed a waiver of remedies as to subsequent performance or installments. This order may be assigned only by Buyer and any attempted assignment by Seller without the prior written consent of Buyer shall be void or voidable at the election of Buyer. If any term or provision of this order or its application shall be held unenforceable, the remainder of this order shall not be affected. Notwithstanding, Buyer at any time shall have the right to make changes in this order, including without limitation changes to drawings, designs, or specification; quantity, method of shipment or packing; delivery schedule or place of delivery, and work schedule, shifts, starting time and starting date. If any such change causes an increase or decrease in the cost of goods or services, or the time required for the performance of, any work under this order, Seller shall make a request in writing for an equitable adjustment within ten (10) business days of such change, and Buyer shall either make an equitable adjustment in the order price or delivery schedule, or both, or shall withdraw such change, and this order shall be modified accordingly. Nothing in this section, including any disagreement with the Buyer as to any claimed adjustment, shall excuse Seller from proceeding with the order as changed.
- FORCE MAJEURE. Neither party shall be liable to the other for default, failure or delay in providing or accepting goods or services hereunder if such default, failure or delay is caused by extraordinary event or occurrence beyond that party’s control such as fire, accident, strike, civil disturbance, war, act of terrorism, act of God, embargo, delay of couriers, delay in transportation, governmental order or regulation, complete or partial shutdown of Buyer’s plant by reason of mechanical breakdown, inability to obtain sufficient raw materials or power, floods, windstorms, explosions, riots, natural disasters, sabotage or any other similar or different contingency beyond the reasonable control of the Buyer or Seller. Written notice of such delay, including the anticipated duration of the delay, must be given by the non performing party within ten (10) days of the event. During the period of any delay or failure to perform by Seller, Buyer, at its option, may purchase goods from other sources and reduce its schedules to Seller by such quantities, without liability to Buyer, or cause Seller to provide the goods from other sources in quantities and at times requested by Buyer and at the price set forth in this order. If requested by Buyer, Seller shall, within five (5) days of such request, provide adequate assurance that the delay will not exceed such period of time as Buyer deems appropriate. If the delay lasts more than the time period specified by Buyer, or Seller does not provide adequate assurance that the delay will cease within such time period, Buyer may, among its other remedies, immediately cancel this order without liability.
- WARRANTIES; REMEDIES; INSPECTION. With respect to the goods or services purchased under this order, Seller expressly warrants for the Warranty Period as follows: (a) the goods shall strictly conform to all specifications, drawings, instructions, statements on containers or labels, descriptions and samples; (b) the goods shall be free from latent or apparent defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the goods that is free and clear of any liens, encumbrances, charges and any actual or claimed patent, copyright or trademark infringement; (d) the goods shall be merchantable, safe and fit for the Buyer's intended purposes, which purposes have been communicated to Seller; (e) the goods shall be adequately contained, packaged, marked and labeled; (f) all services performed by Seller shall be performed in a competent, workmanlike manner and in accordance with industry standards; (g) the goods shall be manufactured in compliance with all applicable federal, state, provincial and local laws, regulations or orders, and agency or association standards or other standards applicable to the manufacture, labeling, transporting, licensing, approval or certification. These warranties shall be in addition to all other warranties, express, implied or statutory. These warranties shall survive inspection, test, delivery, acceptance, use and payment by Buyer and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of Buyer's products. These warranties may not be limited or disclaimed by Seller. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer's option: (1) retain the defective goods in whole or in part with an appropriate adjustment in the price for the goods; (2) require Seller to repair or replace the defective goods in whole or in part at Seller's sole expense, including all shipping, transportation and installation costs and (3) correct or replace the defective items with similar items and recover the total cost from Seller, including the cost of product recalls. For purposes of this order, "Warranty Period" shall mean the longer of the following time periods: (a) 36 months from the day of first use of the goods by Buyer or acceptance by Buyer, whichever occurs later; (b) if the goods are incorporated, in whole or in part, into goods sold by Buyer to third parties, 18 months after acceptance by such third parties or the time period of warranty that Buyer gives to such third parties, whichever occurs later. Notwithstanding the foregoing, Seller agrees to waive the expiration of the Warranty Period in the event there are failures or defects discovered after the Warranty Period of a significant nature or in a significant portion of the goods. In no event shall Buyer be liable to Seller for anticipated profits or for incidental or consequential damages. The rights and remedies of Buyer and the warranties of Seller set forth in this order shall not be exclusive and are in addition to any other rights, remedies and warranties provided by law or under this order; and any attempt by Seller to limit Buyer’s warranties, remedies or the amount and types of damages that Buyer may seek shall be null and void. The failure of either party to enforce any rights under this order shall not constitute a waiver of such rights or any other rights under this order. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification request for one or more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Buyer in writing.
- CONFIDENTIALITY; PROPRIETARY INFORMATION; BUYER'S PROPERTY; INVENTIONS. All equipment and material furnished to Seller by Buyer, and all drawings, blueprints, jigs, fixtures, printing plates, dyes, tools or patterns, etc. charged by Seller to Buyer shall be the property of Buyer, and shall be promptly delivered to Buyer at its request. All plans, drawings, specifications, documents and the subject matter contained therein and all other information given to Seller in connection with performance of this order involve valuable property rights of Buyer and, whether or not marked as such, shall be held confidential by Seller and shall not be used by Seller for any purpose other than those for which they are being prepared or supplied or used under this order. Seller agrees that it will keep confidential all information used in the business of Buyer to which Seller may become acquainted with, exposed to, or familiar with during the course of this order and that Seller shall keep confidential the terms of this order, including, without limitation, all pricing. If this order involves developmental or research activities, including engineering or design services, all information developed in the course thereof shall be owned by Buyer and be deemed confidential and proprietary property of Buyer whether patented or not and Seller shall cooperate (and cause its employees to cooperate) in executing any documents and taking any other actions necessary or convenient to patent or otherwise perfect or protect for the benefit of Buyer any inventions conceived, developed or reduced to practice in performance of this order. If the order does not involve developmental or research activities, but the goods covered by it are to be produced in accordance with drawings or specifications furnished by Buyer, Seller hereby grants to Buyer an irrevocable, non-exclusive and royalty-free license to make, have made, use and sell any improvement in the goods which is conceived, developed or reduced to practice by Seller in the production of the goods under this order. For the purposes of this paragraph 6, the confidentiality obligation of Seller shall extend to Seller’s officers, directors, agents, servants, employees, subcontractors, assigns and affiliates and Seller shall cause all such parties to be bound hereby.
- PATENTS; TRADEMARKS; COPYRIGHTS. SELLER SHALL INDEMNIFY AND HOLD BUYER HARMLESS FROM ALL LOSSES AND EXPENSES (INCLUDING ATTORNEY FEES) AS DEFINED IN PARAGRAPH 9 HEREOF, AND EXPENSES FOR INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENTS, TRADEMARKS, OR COPYRIGHTS, MISAPPROPRIATION OF TRADE SECRETS, OR ANY LITIGATION BASED ON OR RELATED IN ANY WAY TO THOSE THEORIES IN CONNECTION WITH THE SALE OR USE OF THE GOODS OR OUT OF THE SERVICES FURNISHED PURSUANT TO THIS ORDER. SELLER SHALL IF REQUESTED BY BUYER, ASSUME AT ITS OWN EXPENSE THE DEFENSE OF ALL SUITS ALLEGING SUCH THEORIES.
- INDEPENDENT CONTRACTORS. In the event that any goods or services purchased under this order require the services or goods of a contractor engaged by Seller or a supervisor, engineer, employee or other employee or agent connected with Seller, and Seller agrees to furnish the same, either with or without charge, such third party, contractor, supervisor, engineer or other employee or agent performing such services shall not be deemed to be the agent, partner, subcontractor, joint venture, representative or employee of Buyer, and Seller shall take full responsibility for the same.
- INDEMNIFICATION. SELLER SHALL INDEMNIFY AND HOLD HARMLESS BUYER, ITS OFFICERS, DIRECTORS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, AFFILIATES AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, PENALTIES, FINES, LOSSES, COSTS OR OTHER LIABILITIES (INCLUDING BUT NOT LIMITED TO LOSS OF GOODS, DAMAGES TO PERSON OR PROPERTY, CLAIMS FOR WRONGFUL DEATH, WORKER’S COMPENSATION OR SIMILAR BENEFITS AND ATTORNEYS FEES AND EXPENSES, INCLUDING THOSE INCURRED TO ENFORCE THIS INDEMNIFICATION) (COLLECTIVELY “LOSSES”) ARISING OUT OF OR RESULTING FROM SELLER’S BREACH OF WARRANTY OR PERFORMANCE OF THIS ORDER OR ANY ACT OR OMISSION OF SELLER, WHETHER OCCURRING ON BUYER’S PREMISES OR ELSEWHERE. HOWEVER, SELLER SHALL HAVE NO OBLIGATION TO BUYER TO THE EXTENT SUCH LOSSES ARE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BUYER. SELLER’S OBLIGATIONS UNDER THIS PARAGRAPH 9 SHALL EXTEND TO THE ACTS AND OMISSIONS OF ITS EMPLOYEES, CONTRACTORS, SUBCONTRACTORS AND AGENTS.
- APPLICABLE LAW; This Agreement (i) was accepted by Buyer in California, and (ii) shall be governed by, and construed in accordance with, the laws of the State of Delaware and the laws of the United States of America applicable therein. THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL NOT BE GOVERNED BY THE 1980 U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND SELLER AND BUYER HEREBY DISCLAIM THE SAME.
- COMPLIANCE
- Supplier will comply with the following as applicable to the Products and Services provided:
- Supplier will comply with the Epirus Supplier Code of Conduct
- Supplier will comply with the Epirus Supplier Quality Manual
- Supplier will comply with physical and information security policies identified in a SOW or provided to Supplier by Epirus.
- Supplier to comply with applicable laws. Supplier will, at its own expense:
- Obtain and maintain in the approvals, licenses, filings or registrations necessary to perform the Services; and
- Comply with all applicable laws including those specified in this Agreement.
- Export Compliance. The Services, parts, components, devices, software, technology, and other materials provided under this Agreement (collectively, “Items”) maybe subject to U.S. and other import/export jurisdiction. The parties must comply with all applicable international and national laws, including but not limited to the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, US Department of Treasury’s Office of Foreign Assets Control Sanctions programs, and end-user, end use end destination restrictions by U.S. and other governments. Supplier agrees to provide Epirus with the import/export control classifications and information, including documentation, on the applicable import, export or re-export authorizations and all necessary information about the Items for any required import.
- Workplace Safety and Health. Supplier will comply with (and will require, through contract, all Subcontractors to comply with) applicable laws related to workplace safety and health, including the Occupational Safety and Health Act of 1970 (OSHA) in parallel State laws approved under OSHA Section 18. Supplier will promptly notify Epirus if Supplier encounters unsafe conditions or workplace hazards in an Epirus provided or controlled facility. Supplier will take appropriate safety measures until Epirus is able to correct the hazard.
- Affirmative Action and Other Employment Laws.
- Supplier and its Subcontractors will comply with all federal, state and local labor and employment laws.
- Supplier and its Subcontractors will abide by all applicable Federal, State and local equal opportunity and non-discrimination laws, including the requirements of 41 CFR §§ 601.4(a), 60-300.5(a), 60-741.5(a) and 29 CFR 471, Appendix A to Subpart A and incorporate the requirements of these regulations if applicable. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require employers take affirmative action to employ an advanced in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
- Buy American Act Certificate of Compliance. Unless otherwise stated in writing, Supplier will provide to Epirus, an accurate and complete Buy American Act Certificate of Compliance for all Products. The language and format of the certificate must comply with the requirements prescribed in the Federal Acquisition Regulation (FAR) (48 C.F.R. §§ 25.1101(a) and 52.225-2).
- Quality Registration. Unless otherwise stated in writing, for all Products Supplier is required to be registered to, compliant with, or working towards, ISO 9001, or a derivative Quality Management System such as AS9100 or TS- 16949. If Supplier provides production components, Supplier is also required to be capable of fulfilling all quality requirements in the Supplier Quality Manual. If Supplier is currently registered, then Supplier must maintain their certification with an accredited registrar and must furnish copies of their registration certificates to Epirus, upon request. If Supplier is compliant to ISO 9001, but not certified by a recognized 3rd-party registrar, Supplier agrees to provide evidence of such compliance to Epirus, upon request. If Supplier is working towards their quality registration, then Supplier must provide, upon Epirus’ request, evidence of such efforts and, upon receipt of registration certification, inform Epirus and furnish copies of their registration certificates.
- Supplier Diversity Program. Supplier agrees to utilize "Small Business Concerns, Small Disadvantaged-Owned Business Concerns, Minority-Owned Business Concerns, Women-Owned Business Concerns, Veteran-Owned Business Concerns, Service Disabled-Owned Veteran Business Concerns, and HUB zone-Located Business Concerns" as required by Federal Laws, 97-507, 99-661, 100-355, 105-135, and 106-50.
- Other Terms and Conditions. Unless otherwise stated in writing, Supplier shall provide Products in compliance with the requirements in FAR 52.204-25; DFARS 252.225-7007, DFARS 252.225-7008, DFARS 252.225-7009, DFARS 252.225-7012, DFARS 252.225-7020, DFARS 252.225-7030 and DFARS 252.225-7031. Supplier shall not provide any Products or incorporate any technology or equipment into any Product(s) that are banned by or through the National Defense Authorization Act(s).
- Supplier will comply with the following as applicable to the Products and Services provided:
- MISCELLANEOUS. No extra charges of any kind will be allowed unless specifically agreed to in writing by the Buyer. Transportation. All prices under this order are established as F.O.B. Seller’s dock. Title will transfer at Seller’s dock, and Seller assumes responsibility for freight damaged goods. Seller must pay the costs of any unauthorized shipment. Seller’s Inventory. Buyer has no obligation to place orders with Seller, and any orders placed shall be in its sole discretion. Nonetheless, the actual quantity of goods or services to be purchased shall be determined by Buyer acting in its sole discretion. Any forecasts supplied by Buyer from time to time are estimates only and Seller is solely responsible for managing Seller’s raw material, work in process and inventory. Buyer's Inventory. Buyer may provide Seller with material(s) or components “Customer Supplied Material” which are required to manufacture products associated with this Purchase Order. Title and risk of loss to Customer Supplied Material shall at all times remain with Buyer until receipt of material by Seller, at which point, risk of loss will transfer to Seller. Seller is responsible for maintaining Buyer inventory in accordance with standard industry practices and is responsible for replacement of any Customer Supplied Material which is damaged, destroyed or lost. Payment. Payment terms shall be net 30 days. All payments are in U.S. Dollars unless otherwise expressly provided herein. Seller shall provide Buyer with lien releases, in a form acceptable to Buyer, from Seller and all its subcontractors before any payments shall be due. Severability. If any term of this order is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this order shall remain in full force and effect. Ambiguity. No ambiguity in any provision contained herein shall be construed against a party by reason of the fact it was drafted by such party or counsel.