Code of Conduct for suppliers of TROX

1. Preamble: 

TROX is the leader in the development, manufacturing and sale of components and systems for the air conditioning and ventilation of rooms. Founded in 1951 has TROX with subsidiaries in 24 countries on all 5 continents, 14 production facilities, and further importers and representatives. Thus TROX the company is present in more than 70 countries. 

As the TROX GROUP we are aware of our social responsibility. We commit our- selves to values of integrity and fairness in all procurement processes and expect the same from our suppliers. 

This conduct guideline is to be signed by our suppliers. It is binding for the signing supplier and its associated companies (further called the supplier), its management as well as its employees and is herewith agreed to be the basis for all business relations with the TROX GROUP. 

The ethical guidelines are amongst others based on the principles of the UN Com- pact, the ILO-Conventions, on the general declaration of Human Rights of the United Nations, the UN-conventions regarding the rights of children and prevention of any discrimination of women as well as the OECD guidelines for international corpora- tions. The following sections 2 to 5 represent the minimum standards and should prevent situations which could question the integrity of the company as well as its employees. 

The supplier respects the principles of the Global Compact and its management works towards the achievement of these objectives. 

2. General Principles, Law and Order 

The supplier commits to upholding its social responsibility in all business dealings.

In all its business activities and decisions, the supplier commits to respecting the ap- plicable legal system with its laws, guidelines and other regulations in the countries where it is active as well as the above mentioned international regulations. Business partners are to be treated fairly. Contracts are to be upheld.

3. Corruption / Anti-Trust Law 

a) Corruption 

In dealing with business partners (customers, suppliers) and state institutions, the interests of the company and the private interests of employees on both sides are to be kept strictly separate. Actions and (purchasing) decisions are to precede inde- pendent of considerations which do not concern the business at hand and which in- volve personal interests. 

The respective applicable anti-corruption laws are to be upheld. In any case the fol- lowing are to be considered: 

Criminal Acts in Dealings with Public Officials

The granting of personal advantages (in particular benefits in kind such as payments and loans, including the giving of smaller gifts over a longer period of time) by the supplier and their employees to public officials (such as civil servants or public em- ployees) with the objective of gaining advantages for the supplier or oneself and/or for third parties, is not permitted. 

Criminal Acts in Business Dealings

Personal benefits in exchange for a favoured position in business dealings may not be offered, promised, granted or approved. Nor may personal benefits be demanded or accepted in dealings with business partners. The supplier must require from its employees that they will not allow any such benefits to be promised to them.

The management and employees of the supplier are not allowed in the course of business dealings to offer, promise, demand, give or accept gifts, payments, invita- tions or services that are provided with the aim of influencing a business relationship in a prohibited way or with which there is the risk of jeopardising the professional in- dependence of the business partner. This generally does not apply to gifts and invita- tions that can be considered as normal business practice with regard to hospitality, and that are in accordance with the anti-corruption laws and regulations applicable. 

TROX GROUP employees should not be granted any personal benefits! 

If the supplier has published guidelines that regulate the donation of presents and invitations we kindly ask for an indication. 

The supplier shall designate a person who can be contacted when employees of the supplier are in a conflict of interest or are uncertain whether a conflict of interest ex- ists or could arise. 

b) Conduct vis-à-vis Competitors (Anti-trust Law) 

The supplier respects fair competition. Thus the signing company adheres to national and international laws and regulation that protect and promote competition.

In dealing with competitors, these provisions in particular prohibit collusion and other activities (e. g. cartels or monopolies) aimed at illegally influencing prices or condi- tions, dividing up sales territories or customers or using prohibitive means to inhibit free and open competition. Furthermore, these provisions prohibit agreements be- tween customers and suppliers by which customers are to be enjoined in their eco- nomic freedom to autonomously determine their pricing and miscellaneous conditions when reselling (determination of pricing and conditions). 

Given the fact that it can be difficult to distinguish between prohibited cartels and le- gitimate collaboration, the supplier shall designate a person who can be contacted in case of doubt. 

4. Principles promoting Social Responsibility 

a) Human Rights 

The supplier respects and supports Compliance of internationally recognised Human Rights. 

b) Discrimination 

The supplier commits to opposing all forms of discrimination. This applies in particu- lar to unfair treatment on the basis of gender, race, disability, ethnic or cultural origin, religion or world view, age or sexual orientation. Further the supplier shall not accept sexual behaviour (in speech, gestures or physical contact) of its employees that ex- erts sexual force to others, threatens or exploits others. 

c) Health Protection 

The supplier guarantees protection of workers in the workplace and workplace health protection within the scope of national provisions. The supplier supports continuous advancement of this process towards improvement of the working environment. 

d) Fair Working Conditions 

The signing company respects its employees' right of association, appropriate pay- ment; satisfy minimum wages as well as set working hours according to prevailing legal system with the corresponding laws and regulations.

e) Forced Labour

The supplier rejects any form of forced labour.

f) Child Labour 

The supplier respects the regulations of the United Nations on Human Rights and children's rights. In particular, the supplier commits to complying with the Convention concerning the minimum age for admission to employment (Convention No 138 of the International Labour Organisation) as well as the Convention concerning the pro- hibition and immediate action for the elimination of the worst forms of child labour (Convention No 182 of the International Labour Organisation). If a national regulation concerning child labour provides for stricter measures, these shall have precedence. 

g) Environmental Protection 

The supplier is committed to sustainably upholding the goal of environmental protec- tion for current and future generations. National and international laws, guidelines and resolutions that were passed for the protection of the environment are to be ob- served. The supplier aims for the permanent reduction of environment pollution that might be caused by its internal and external processes and will introduce an envi- ronmental management system if necessary. 

h) Company Secrets 

The supplier places its employees under the obligation to safeguard trade and com- pany secrets. It is forbidden to divulge confidential information, as well as confidential documents, to third parties without proper authorisation or to provide other forms of access to them, unless proper authorisation has been granted. Excepted from this confidentiality is publicly available information. 

5. Supply Chain

The supplier shall apply the principle of non-discriminating selection of its suppliers. The supplier will also call upon its suppliers and other subcontractors to uphold the

basic principles of this Code of Conduct Section 3 while fulfilling the contractual du- ties. The supplier is further called upon to recommend to its suppliers to in turn call upon their suppliers to follow this Code of Conduct. The supplier is responsible for its supply chain. 

TROX reserves the right to control the compliance with this Code of Conduct for TROX Suppliers upon appropriate pre-announcement. TROX encourages its suppli- ers to introduce their own binding Code of Conducts for ethical behaviour. 

Any violation of the duties mentioned in this Code of Conduct for TROX Suppliers will be considered as a material breach of contract by the supplier.