Vendor Terms and Conditions of Business (Purchases)

Effective: January 1, 2023

UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, ALL PURCHASES ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS OF PURCHASE (“TERMS AND CONDITIONS”):

SUPPLIER CODE OF CONDUCT AND COMPLIANCE REQUIREMENT

The Andwin Corporation, dba Andwin Scientific and Anderson Bremer Paper Company (“Andwin”) is committed to conducting business in an ethical, principle and responsible manner. Thus, this Supplier Code of Conduct and Compliance Requirement establishes the basic doctrines for Suppliers when partnering with Andwin.

ETHICS AND SOCIAL RESPONSIBILITY

THE U.S. FOREIGN CORRUPT PRACTICES ACT OF 1977 (FCPA)

The Foreign Corrupt Practices Act (FCPA), enacted in 1977, generally prohibits the payment of bribes to foreign officials to assist in obtaining or retaining business. The FCPA can apply to prohibited conduct anywhere in the world and extends to publicly traded companies and their officers, directors, employees, stockholders, and agents. Agents can include third party agents, consultants, distributors, joint-venture partners, and others. The FCPA also requires issuers to maintain accurate books and records and have a system of internal controls sufficient to, among other things, provide reasonable assurances that transactions are executed and assets are accessed and accounted for in accordance with management's authorization.

U.S. CUSTOMS AND BORDER PROTECTION REQUIREMENTS

A Certificate of Origin is a document which states the country where the goods were actually manufactured. In certain cases, all the goods may not originate from one country. The raw materials and the processes may be from another country. In such cases, if more than 50 percent of the goods originate from one country, that country is determined to be the country of origin. A certificate of origin is used in international trade. Forms may be obtained from: https://www.cbp.gov.

ANTITRUST AND COMPETITION LAWS
Supplier shall not violate antitrust and competition laws in the countries in which it operates. Supplier must operate in fair competition and shall not engage in price fixing, price discrimination, or unfair trade practices which transgress applicable laws.

CALIFORNIAS UNFAIR COMPETITION LAW

In addition to federal laws, each state has its own unfair competition law to prohibit false and misleading advertising. In California, one such statute is the Unfair Competition Law [hereinafter (Business and Professions Code §§ 17200 et seq). This law includes five definitions of unfair competition: (1) an unlawful business act or practice; (2) an unfair business act or practice; (3) a fraudulent business act or practice; (4) unfair, deceptive, untrue or misleading advertising; or (5) any act prohibited by §§ 17500-17577.5.

CONFLICTS OF INTEREST
Suppliers must do business in a manner which is transparent of the highest integrity. Suppliers will not offer or accept bribes, gifts or other unlawful incentives to/from Andwin employees or to/from other business partners.

DATA PRIVACY AND INFORMATION PROTECTION
Suppliers will safeguard and make only appropriate use of Andwin’s and other customers’ confidential information and ensure that all valid intellectual property rights are protected consistent with applicable law.

EMPLOYEE IDENTIFICATION OF CONCERNS
Supplier will provide means for their employees to report concerns or potentially unlawful activities in the workplace in a confidential nonretaliatory manner. Supplier will take the necessary step to ensure corrective and predetermined disciplinary actions are taken and documented.

QUALITY MANAGEMENT SYSTEM
Andwin requires supplier to maintain a quality management system appropriate for products being supplied to us. As such, Supplier must meet generally recognized or contractually agreed quality requirements for the products supplied to Andwin. This includes safety programs for managing and maintaining all production processes in accordance with applicable safety laws, documentation to demonstrate such compliance, continuous improvement in performance with qualitative measures and employee training and competency programs and measurements.

ANIMAL WELFARE

When applicable, Andwin requires supplier to treat animals humanely with stress and pain minimized. Ethical and humane animal welfare practices must be a part of the culture of the supplier.

SUPPLIED MATERIALS

CALIFORNIA PROPOSITION 65
California Proposition 65 (the Safe Drinking Water and Toxic Enforcement Act of 1986, codified at Cal. Health & Safety Code §§ 25249.5–.13) is a California law that regulates the use of toxic and carcinogenic substances. Under the law, the State of California maintains a list of regulated substances, and if any consumer product contains a listed substance at regulated levels, the product must bear a warning to that effect. The list is updated several times per year. More information about Proposition 65, including the list of regulated substances, can be found on the California Office of Environmental Health Hazard Assessment’s website at:http://oehha.ca.gov. Supplier must notify Andwin, in writing, if a listed chemical is present in the finished product purchased by Andwin and hence a warning label is required. Please review the latest version of the list and determine which of the following applies to the materials or products you supply to Andwin.

SUPPLIER CODE OF CONDUCT AND COMPLIANCE REQUIREMENTS
The new regulation requires that all products that have a California Prop 65 warning would need to change their warnings to comply with the new requirement. The new warning requirements must have: warnings shall consist of a symbol with a black exclamation point within a yellow equilateral triangle; where the label for the product is not printed using the color yellow, the symbol may be printed in black and white; the symbol is to be placed to the left of the word ‘WARNING’ and in a font size no smaller than the signal word. The word ‘WARNING’ needs to be in bold and capital letters. Warnings shall list the name of one or more chemicals on the Prop 65 list contained in the product for which the warning is being provided as well as the harm from exposure, i.e., cancer or reproductive harm. For further information please go to: www.p65warnings.ca.gov.

PRODUCT SAFETY
Supplier must supply Andwin with material safety data sheets containing all necessary safety information as asked by Andwin. Supplier must also transport product(s) to Andwin or end-user in compliance with all relevant DOT/IATA regulations.

THE U.S. CONFLICT MINERALS LAW (DODD-FRANK ACT)
The U.S. Securities and Exchange Commission recently adopted final conflict mineral disclosure and reporting rules, as mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (12 U.S.C.: Banks and Banking; 15 U.S.C.: Commerce and Trade § 124 Stat. 1376-2223). These final rules require certain public companies to disclose their use of “Conflict Minerals” originating in the Democratic Republic of the Congo (the “DRC”) or an adjoining country. “Adjoining countries” presently include Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia. As defined in the Dodd-Frank Act, Conflict Minerals include gold, tin, tantalum, tungsten and their derivatives. Conflict Minerals also include any other mineral or mineral derivative as determined by the U.S. Secretary of State to be financing conflict in the DRC or an adjoining country. The new reporting requirements are based on concerns that revenues obtained from mining and transport of Conflict Minerals finance the ongoing conflict in the DRC and adjoining countries and the resulting humanitarian crisis. For more information, please visit https://www.sec.gov/spotlight/dodd-frank.shtml.

CALIFORNIA TOXICS IN PACKAGING PREVENTION (TIPP) ACT
The California Toxics in Packaging Prevention Act (codified at Cal. Health & Safety. Code §§ 25214.11–.26) is a California law that prohibits the use of certain heavy metals in packaging materials. Under the law, manufacturers may not offer products for sale if the packaging contains a regulated metal that has been intentionally introduced into the packaging material. Additionally, the total incidental presence of regulated metals may not exceed 100 parts per million by weight. The regulated metals are lead, mercury, cadmium, and hexavalent chromium. More information about the Toxics in Packaging Prevention Act, including the full text of the law, can be found on the California Department of Toxic Substances Control’s website at: http://www.dtsc.ca.gov

HEAVY METALS AND THE COALITION OF NORTHEASTERN GOVERNORS (CONEG) MODEL LEGISLATION
Supplier must comply with the following regulations governing heavy metals content in the manufactured packaging articles and packaging components: Coalition of Northeastern Governors (CONEG) Model Legislation; European Union Directive 94/62/EC; California Toxics in Packaging Prevention Act of 2007. Comply by precluding the usage of any incoming raw material that fails to comply with the following criteria concerning heavy metals: Lead, Cadmium, Mercury, and Hexavalent Chromium are not intentionally added as ingredients or used in the manufacturing process; the total incidental level of Lead, Cadmium, Mercury, and Hexavalent Chromium in the finished packaging product is below 100 ppm (combined weight rather than individual weight).

HUMAN RIGHTS AND LABOR

RESPONSIBLE BUSINESS ALLIANCE (RBA)

Andwin requires our suppliers to comply with the standards of conduct regarding the fair treatment of workers and the prevention of forced labor, slavery, and human trafficking in the Responsible Business Alliance (formerly known as the Electronic Industry Citizenship Coalition (EICC)) Code of Conduct (available at responsiblebusiness.org/media/docs/RBACodeofConduct6.0_English.pdf). In addition, Andwin's standard procurement terms and conditions and supplier contracts provide that suppliers shall comply with applicable laws regarding forced labor and human trafficking.

ENVIRONMENT, HEALTH AND SAFETY

LACEY ACT
The Lacey Act of 1900 (codified at 16 U.S.C. §§ 3371–78) is a federal law in the United States that generally prohibits any transaction involving plants or wildlife that were taken or harvested illegally. In 2008, significant amendments were passed that expanded the scope of the Lacey Act’s protections. Under the law, no person may import, export, transport, sell, receive, acquire, or purchase any plant that was harvested illegally. Furthermore, the Lacey Act now defines “plant” to include not just plants themselves but also any products made from plants, such as wood pulp or wood fibers. More information about the Lacey Act, including the full text of the law in its amended form, can be found on the website for the USDA’s Animal and Plant Health Inspection Service, at: http://www.aphis.usda.gov/plant_health/lacey_act/.

ENVIRONMENTAL RESPONSIBILITY
Andwin requires the supplier to operate in an environmentally responsible and efficient manner and try to minimize adverse impacts to the environment.

Supplier must comply with Andwin’s Code of Conduct and all applicable laws when doing business with Andwin.

Supplier agrees that all information and documentation provided to Andwin regarding Prop 65 status of items purchased by Andwin is as complete and accurate. Supplier will indemnify and hold Andwin harmless from any damages, losses, claims, and/or costs arising as a result of incorrect or incomplete Prop 65 information provided by the Supplier.Supplier further agrees to notify Andwin in advance of any planned changes in the components or materials. New components and/or material must be evaluated for potential Prop 65 mandates.Supplier also agrees to notify Andwin, in writing, immediately upon discovery of information which may affect the product’s status as applicable to Prop 65.
Supplier agrees that no product sold to Andwin contains “Conflict Minerals,” which include, but are not limited to, gold, tin, tantalum, tungsten and their derivatives; originating in the Democratic Republic of the Congo or “Adjoining Countries” which presently includes Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda and Zambia.
Supplier, if applicable, agrees to remain compliant with the evolving FCPA requirements by engaging in preventative measures such as third-party and supply chain risk assessments.
Supplier agrees to be in compliance with the California Unfair Competition Law.
Supplier agrees to obtain appropriate Certificates of Origin as required by the U.S. Customs and Border Protection Agency.
Supplier agrees to maintain a quality management system appropriate for the products supplied to it.
Supplier agrees to perform business in a manner which is transparent of the highest integrity. Suppliers will
not offer or accept bribes, gifts or other unlawful incentives to/from Andwin employees or to/from other business partners.

Supplier agrees to safeguard and make only appropriate use of Andwin’s and other customers’ confidential information and ensure that all valid intellectual property rights are protected consistent with applicable law.

Supplier agrees to provide means for their employees to report concerns or potentially unlawful activities in
the workplace in a confidential nonretaliatory manner and agrees to take the necessary steps to ensure corrective and predetermined disciplinary actions are taken and documented.

When applicable, supplier agrees to treat animals humanely with stress and pain minimized. Ethical and humane animal welfare practices must be a part of the culture of the supplier.

Supplier agrees to comply with the standards of conduct regarding the fair treatment of workers and the prevention of forced labor, slavery, and human trafficking in the Responsible Business Alliance.

Supplier agrees not to violate antitrust and competition laws in the countries in which it operates and agrees
to operate in fair competition and shall not engage in price fixing, price discrimination, or unfair trade practices which transgress applicable laws Supplier agrees to supply Andwin with material safety data sheets containing all necessary safety information as asked by Andwin and to transport product(s) to Andwin or end-user in compliance with all relevant DOT/IATA regulations.

Supplier agrees that products supplied toAndwin comply with the requirements of the Lacey Act.

Supplier agrees that noregulated metals that have been intentionally introduced into the packaging materials supplied to Andwin and that the sum of all incidental regulated metals in the materials (if any) is below 100 parts per million by weight.

Supplier agrees that no materials supplied to Andwin are in violation of the Coalition of Northeastern Governors (CONEG) Model Legislation, the European Union Directive 94/62/EC, and the California Toxics in Packaging Prevention Act of 2007, and follow the additional criteria regarding heavy metals.

Supplier agrees to operate in an environmentally responsible and efficient manner.

California Consumer Privacy Act (CCPA) Supplier Addendum

The supplier, its subsidiaries and/or affiliates (as applicable, “Company”) agreeing to these terms, has entered into one or more agreements with The Andwin Corporation dba Andwin Scientific (“Andwin”), under which Company has agreed to provide services to Andwin (as amended from time to time, the “Agreement”). This CCPA Supplier Addendum (the “Addendum”) forms part of any such Agreement.

Company and Andwin agree as follows:

1. Definitions

For purposes of this Addendum, the terms below shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Addendum have the meanings set forth in the Agreement.

1.1

“CCPA” means the California Consumer Privacy Act of 2018

1.2

“Andwin Personal Information” means any “personal information” (as defined in the CCPA) contained within the data that the Company “processes” (as defined in the CCPA) in connection with performing Services under the Agreement.

1.3

“Services” means the services and/or products provided by Company to Andwin under the Agreement, including activities that are required, usual, or appropriate in performing the Services, including to (a) carry out the Services or the business of which the Services are a part, (b) carry out the benefits, rights and obligations relating to the Services, (c) maintain records relating to the Services, or (d) comply with any legal or self-regulatory obligations relating to the Services.

2. Company Obligations

2.1

To the extent that Company processes Andwin Personal Information for a Business Purpose (as defined in the CCPA) under the Agreement, Company is a “service provider” (as defined in the CCPA) and shall process Andwin Personal Information solely to provide its Services under the Agreement.

2.2

Company shall not retain, use, disclose or otherwise process Andwin Personal Information for any purpose other than for performing the Services, or as otherwise permitted by the CCPA and shall return or delete all Andwin Personal Information at the conclusion of performance of the Services, or sooner if directed by Andwin. Company shall follow all Andwin instructions regarding the return or destruction of Andwin Personal Information.

2.3

Company shall not “sell” (as defined in the CCPA) any Andwin Personal Information.

2.4

Company shall assist Andwin in fulfilling its obligations under the CCPA to respond to individual requests related to Andwin Personal Information about them, including by promptly fulfilling requests to access or delete relevant Personal Information.

2.5

Company hereby certifies that it understands its obligations under this Addendum, and shall comply with them.

3. No Consideration

Notwithstanding anything in the Agreement or any order or Statement of Work entered into in connection therewith, Company’s access to Andwin Personal Information is not part of the consideration exchanged by the parties in respect of the Agreement.

4. Duration of Addendum

Notwithstanding the expiration of the Term of the Agreement, this Addendum will remain in effect until, and automatically expire upon, Company’s deletion or return to Andwin all Andwin Personal Information.

Change Notice

An advanced notification of changes having a material impact on the products.

A product change includes, but is not limited to the following:

Any change to the products form, fit, function, specification, manufacturing location, packaging changes or discontinuation of products.

For changes to products, please make every reasonable effort to notify Andwin Scientific six (6) calendar months prior to the change, or within 72 hours of supplier’s knowledge of the change. The Change Notification letter will include the vendor part number(s) that are affected.

Please ensure all communications for change notifications are sent to changenotice@andwin.com.

Please do NOT use this mailbox to communicate new item requests, price changes or discrepancies or anything outside of a product change as defined above.

Thank you for visiting this website. These website terms of use, which incorporate the Terms and Conditions below apply to your use of this website and any and all other websites operated by The Andwin Corporation (“Andwin”). Please note that these Terms & Conditions apply, regardless of the means of delivery of any of our sites to you.

By using any of Andwin sites, you indicate that you have read and accept these Terms & Conditions, and agree to abide and be bound by all such Terms & Conditions (as modified from time to time). If you do not accept all applicable Terms and Conditions, please refrain from using any Andwin site.

Copyrights

These materials are provided by Andwin as a service to the public and are to be used for personal informational purposes only. Reproduction without the express written permission of Andwin is strictly prohibited.Andwin is not responsible for any other web sites that are hyper-linked to or from the Andwin web site.