COMPLIANCE POLICY

1.      Purpose
The purpose of this manual is to inform Griffin Distribution’s interested parties of the core expectations we have regarding the Supplier’s performance expectations, quality management systems, and customer requirements for the purpose of doing business with Griffin Distribution

2.      Scope  
This manual applies to all Suppliers providing Griffin Distribution with materials, products, processing and related services including Supplier sub-tier sources. Acceptance of any and/or all purchase orders constitute acceptance and commitment on behalf of the recipient to comply with this manual’s content. The general requirements outlined herein do not supersede conflicting requirements in the Griffin contract, purchase order, or drawing, including applicable engineering and process specifications.

3.      Definitions

3.1     Products shall be defined per Article 3 of EU Directive 2002/95/EC.

3.2    Producer shall be defined per Article 3 of EU Directive 2002/95/EC.

4.      References

4.1.    International Standard - Quality management systems-Requirements – ISO 9001

4.2.   Griffin Quality Manual.

4.3.   REACH (EC 1907/2006) Regulation

4.4.   Restriction of Hazardous Substances (RoHS) Directive 2002/95/EC (RoHS I), Directive 2011/65/EU (RoHS II), and EU Directive 2015/863 (RoHS III)

4.5.    Responsible Minerals Initiative (RMI) Conflict Minerals Reporting

5.      Responsibilities

5.1    It is the responsibility of the Vice President of Operations and the President to implement and maintain this policy.

5.2.  It is the responsibility of the Vice President of Operations to periodically review (at least annually) this policy and associated reference documents. Reviews and updates to documentation shall be included in the agenda Management Review meetings.

5.3.   It is the responsibility of all Griffin Sales, Materials Management & MIS personnel to ensure that this policy is adhered to in their respective job functions.

5.4.   Disclaimer: Griffin’s responsibility for product content is limited to the information and material certifications available from the manufacturers of product line suppliers. There is no implied warranty by Griffin of compliance for the product content of material identified in the Purchase Orders issued by its Customers, or for any product procured through other distributors or product brokers. Neither is there any implied warranty by Griffin for the product content of material or product manufactured or resold by Griffin Customers.

6.      ITAR Compliance Policy

Griffin is committed to conducting its business in full compliance with all applicable U.S. export control laws and regulations. Compliance is critical to the company's continued success and our ability to maintain our reputation for good corporate citizenship.

Under this Export Controls Compliance Policy, no employee may violate the International Traffic in Arms Regulations (ITAR), administered by the U.S. Department of State, Directorate of Defense Trade Controls (DDTC); the Export Administration Regulations (EAR) administered by the U.S. Commerce Department, Bureau of Industry & Security, or any other applicable U.S. export law or regulation. Griffin personnel shall report any suspected violations of the Policy, and direct any questions concerning Policy requirements to the Vice President of Operations or the Company President.

7.      Environmental Policy

Griffin is committed to complying with our customers’ requirements, environmental legislation and government regulations, preventing pollution, and achieving our quality objectives and environmental compliance. Our Continual Improvement activities are customer-centric, aimed at improvements in Quality, Delivery, Cost, Employee Training, Safety, and the effectiveness of our Quality and Environmental Commitments.

8.      Supplier Code of Conduct

Griffin values its reputation for conducting business in a legally compliant and ethical manner. Consistent with this commitment, Griffin strives to do business with those who share in its culture, values, and ethical business practice. Griffin has developed this Supplier Code of Conduct to guide its Suppliers on how to engage in an ethical, responsible, and legal business practice. These standards are consistent with our expectations of Griffin employees and leadership team.

8.1.     Business Conduct of Ethics

8.1.1.    Anti-bribery and Anti-Corruption

Suppliers shall not utilize bribery and corruption in conducting their business. Suppliers shall not offer, provide, nor request either directly or indirectly, to agree to receive nor accept any undue pecuniary or other advantage for the purpose of obtaining, retaining, directing or securing any commercial, contractual, regulatory or personal advantage. It includes any financial or other vantage given or requested for the improper performance of a public function or business activity.

8.1.2.     Gifts, Entertainment, and Hospitalities

Bribes or inappropriate, lavish, or repeated gifts to Griffin’s employees are forbidden, regardless of local custom. Furthermore, Suppliers must not offer entertainment or gifts to government officials – or make direct or indirect political contributions on Griffin’s behalf.

8.1.3.     Global Trade Compliance

Suppliers are required to comply with all applicable international trade laws and regulations, including import, export, and re-export controls regulations, as well as applicable embargoes, sanctions, and anti-boycott laws.

8.1.4.     Anti-trust and Competition Laws

Suppliers must avoid agreements or actions that illegally limit trade or competition. They may not offer Griffin’s employees any confidential information about a Griffin Distribution competitor.

8.1.5.     Conflicts of Interest

Griffin’s Suppliers and subcontractors must avoid involvement in actual or apparent conflicts of interest between the Supplier’s (or subcontractors) interests and the interests of Griffin. Any actual or apparent conflict of interest must be disclosed.

8.1.6.     Anti-Money Laundering

Griffin conducts business only with reputable Suppliers involved in legitimate business activities using funds from legitimate sources. Suppliers are required to comply with applicable laws relating to money laundering.

8.2.        Workplace, Labor and Human Rights

8.2.1.      Ethical Employment Practices and Non-Discrimination Policy

Suppliers are expected to keep their workplaces free of harassment, harsh treatment, violence, intimidation, corporal punishments, mental or physical coercion, verbal abuse and discrimination. Suppliers shall make no distinctions on the grounds of gender, sexual orientation, race or religion for employment-related decisions.

8.2.2.      Working Conditions

Suppliers shall uphold fair working conditions. Workers shall be paid at least the local industry rate or minimum wage stipulated by national law, whichever is higher, and benefit from social security programs according to national legal standards. Workers are to be treated with dignity and respect and afford them equal opportunity to the fullest extent provided by law.

8.2.3.      Forced, Bonded, Indentured, Slave, Child and Prison Labor, and Human Trafficking

Forced, bonded, or indentured labor shall not be used under any circumstances. All work must be voluntary. The use of child labor of any form is forbidden, and this shall include bonded labor.

8.2.4.      Freedom of Association

Suppliers must respect the right of their employees to join (or not) any lawful association without fear of retaliation.

8.3.       Health, Safety, and Environment

8.3.1.      Safety

Suppliers shall provide a safe and healthy workplace for their employees and subcontractors. Suppliers are required to conduct operations in compliance with applicable safety laws and regulations. Griffin requires its Suppliers to know, understand, and comply with all applicable laws governing product safety and quality.

8.3.2.      Environmental Regulatory Compliance

Suppliers shall respect and comply with environmental regulatory requirements on all levels (local, state and federal). All their activities shall be covered by respective environmental permits and licenses required.

8.3.3.      Pollution Prevention and Resource Reduction

Wastes of all types should be reduced or eliminated at the source or by practices such as modifying production, maintenance and facility processes using material substitution, conservation, recycling, and re-using materials.

8.3.4.      Hazardous Substances

Chemical and other material posing hazard if released to the environment should be identified and managed to ensure safe handling, movement, storage, recycling or reuse and disposal. Suppliers must meet applicable laws and regulations (per U.S. Department of Transportation (USDOT) and the International Air Transport Association (IATA) when transporting/shipping hazardous materials.

8.3.5.      Waste and Emissions

Suppliers should characterize, monitor, control and treat wastewater, solid waste and air emissions generated from operations as required prior to discharge or disposal.

9.      Additional Provisions

9.1.    Conflict Minerals

The 2010 Wall Street Reform and Consumer Protection Act (commonly referred to as the Dodd-Frank Act) imposes reporting requirements on manufacturers if their products contain metals derived from minerals defined as “conflict minerals”. These requirements are intended to eliminate funding for armed conflict in the Democratic Republic of Congo (DRC) and surrounding countries. Griffin agrees with the spirit of the Wall Street Reform and Consumer Protection Act and common understanding in international society regarding this issue. Suppliers must cooperate in due diligence requests made by Griffin with respect to the origin of intermediaries associated with the purchases of materials or products containing Conflict Minerals, whether or not those materials or products may have been mined or produced in the Covered Countries or obtained from recycled sources, in compliance with GRIFFIN reporting requirements.

9.2.   REACH (EC 1907/2006) Compliance

In response to European Union’s REACH Substance of Very High Concern (SVHC) Candidate List, Griffin will collect all available manufacturers’ information relevant to the content compliance required by the end user.

9.3.   Restriction of Hazardous Substances (RoHS) Compliance

In response to Directive 2002/95/EC (RoHS I), Directive 2011/65/EU (RoHS II), and EU Directive 2015/863 (RoHS III) of the Parliament of the European Union, GRIFFIN will identify and collect all available manufacturers’ information relevant to the content compliance required by the end user. 

9.4.  Confidentiality, Intellectual Property and Data Privacy

Suppliers are required to protect and use responsibly GRIFFIN intellectual assets and confidential information. Suppliers may not use for their own purposes or disclose to any third party Griffin Intellectual property, trade secrets or other confidential, proprietary or sensitive information without prior written consent of GRIFFIN. Suppliers shall comply with Griffin requirements relating to confidentiality, security, data privacy, and intellectual property protection. Suppliers are further prohibited from transferring, publishing, disclosing, or using GRIFFIN confidential information other than as necessary in the ordinary course of business or as authorized by Griffin Distribution

9.5.    Diversity

Through the power of a diverse supply base, we will succeed with operational excellence so that we can delight our customers. A diverse supply base also enables Griffin to contribute to the economic well-being of our community in which we live and work. By engaging Supplier diversity as a value-added strategy, Griffin helps to expand market share and obtains quality products and services while ensuring that our Suppliers adequately reflect our values.

10.   Overall Compliance

Our relationship with our customers is based on mutual trust and respect. Griffin demonstrates commitment to these principles through compliance with our own code of conduct or company policies that embrace these standards. Griffin may ask suppliers to verify compliance with these expectations by any of the following methods and to take corrective action if there is a reason for concern:

· Self-Assessments: We may ask suppliers to fill in a questionnaire on compliance to these expectations.
· On-site Audits: We may contact suppliers to ask for permission to verify compliance with these expectations.
· Certifications/Statements: We may require suppliers to provide a certification or statement confirming compliance.
· Licenses/permits: We may require suppliers to show proof of any license or permit.

11.   Supplier Corrective Action Request

A Supplier Corrective Action Request (SCAR) may be issued to the Supplier for non-conformances discovered during an Griffin audit of the Supplier’s quality system or because of delivered product quality, customer satisfaction or continuing delivery performance problems. SCARs may also be issued for each rejection of material at Griffin or our customer when it is determined that the Supplier is at fault. Supplier Corrective Action responses shall be in the 8-D format.

12. Supplier Requirements

12.1.    Product Safety

Supplier shall ensure the company strives for Product Safety Compliance. The Supplier shall inform Griffin regarding all aspects of product safety when requested or where applicable.

12.2.   Health & Safety Labels

Supplier shall ensure that hazardous symbols as well as other legally required hazardous warning information are clearly visible and permanently attached to all the individual packaging units as well as on the outer packing of the shipping units. The Supplier shall comply with the specific legal requirements of the country to which the product is consigned. The Supplier shall ensure that the declaration of the conformity and the hazard analysis accompanies all products.

12.3.   Shelf-Life Materials

Griffin requires equal to or greater than 90% remaining shelf life for any applicable product on the order upon receipt by Griffin. Griffin reserves the right to return, for full refund (including return shipping charges) any product received with less than 90% remaining shelf life. At Griffin’s discretion, Griffin may retain any product received with less than 90% remaining shelf life.

12.4.   Hazardous Materials

For goods that may contain potentially hazardous materials, if requested by Griffin, Supplier shall promptly furnish to Griffin in whatever form and detail Griffin requests a Material Data Sheet (MDS) with

· a list of all potentially hazardous ingredients in the goods
· the quantity of one or more such ingredients, and
· information concerning any changes in or additions to such ingredients.

Before shipping the goods, Supplier agrees to furnish to Griffin sufficient warning and notice in writing (including appropriate labels on the goods, containers and packing) of any hazardous material that is an ingredient or a part of any of the goods, together with such special handling instructions necessary to advise carriers, Griffin, and their respective employees how to exercise that measure of care and precaution that will best prevent bodily injury or property damage in the handling, transportation, processing, use or disposal of the goods, containers and packing shipped to Griffin. Supplier shall comply with all applicable local, state, and federal laws and regulations pertaining to product and warning labels. Supplier shall comply with Griffin's applicable environmental requirements.

12.5.  Electrostatic discharge sensitive devices (ESDS) Policy

Electrostatic discharge sensitive devices (ESDS) shall always be protected from ESD damage by manufacturer’s protective packaging.  Any product received from a vendor or returned from a customer that is not contained in the manufacturer’s protective packaging or equivalent Faraday bag or static dissipative packaging will be identified as non-conforming material and will be segregated and dispositioned by responsible Product Management as required by Griffin’s Non-Conforming Material Procedure.

12.6.  Risk Assessment

Supplier shall also have risk assessment protocols in place to identify areas within the supply chain that could affect the ability to meet the organization’s requirements in the event of a deviation from the normal business process.

13. Trade Compliance

13.1     Third Party agrees that while acting on behalf of Griffin, it shall perform all activities in strict compliance with all provisions of all trade, customs, import and export and sanctions and other related and similar laws, regulations, requirements and restrictions which are applicable under the laws of its respective territories and any other jurisdiction applicable to the business conducted by the third party on behalf of Griffin, by way of example and without limitation:

13.1.1 Customs Regulations:
- Import Clearance Requirements,
- Import Restrictions/Commodities prohibited entry.

13.1.2 Export Control Laws:
- Laws that govern dual-use goods,
- Laws that govern sale, transport, or transfer of military or defense related articles.

13.1.3 Export clearance requirements,
13.1.4 U.S. Anti-Boycott Laws,
13.1.5 Applicable trade sanctions and trade embargoes.
13.1.6 Prohibitions to deal with “Denied” or “Restricted” Parties,
13.1.7  Third party agrees to halt any activity that does not satisfy the requirements or violates these laws.

13.2       Third Party agrees that where the services it provides to Griffin includes arranging shipments for export or brokerage/customs clearance work it will conduct Restricted Party Screening (screening the parties to a transaction to determine whether a company has been sanctioned for making illegal shipments, violating regulations or performing illegal acts) before allowing departure of export shipments, or prior to conducting brokerage/clearance work for importations that did not originate at a Griffin office. In addition, Third Party acknowledges that Griffin’s policy is that it does not engage in any activity involving Cuba, Iran, North Korea or Syria and Third Party will adhere to such policy when providing services on behalf of Griffin.

13.3       In the event of any suspected breach, non-compliance, or violation of any applicable export or import laws and/or regulations identified associated with Griffin business, Third Party shall notify Griffin as soon as possible, disclose all known details in connection with such matter to Griffin and provide all reasonable support to ensure that such non- compliance matter is satisfactorily resolved as promptly as possible.

13.4     Third Party agrees to promptly notify Griffin in the event of:
13.4.1 Any material violation or, potential material violation of any law, violation of Griffin policy in connection with Third- Party’s work for Griffin (including by Griffin personnel),
13.4.2 Any inquiry or investigation by a governmental authority that is associated with Griffin business and disclose,
13.4.3 All known details in connection with such matter, and/or
13.4.4 Any notice of potential litigation against Griffin or against third party in connection with Griffin transactions, by any party.

13.5.  Risk Assessment

Supplier shall also have risk assessment protocols in place to identify areas within the supply chain that could affect the ability to meet the organization’s requirements in the event of a deviation from the lawful trade practices.

Compliance Policy Rev. B
Approved: D.Herrera
Jan-01-2024