Supplier Code of Conduct

PURPOSE

Unique Wholesale Distributors LLC. is committed to conducting business with integrity, transparency, and respect for people and the environment. This Supplier Code of Conduct outlines the minimum standards we expect our suppliers, vendors, contractors, and other business partners (collectively “Suppliers”) to uphold as part of our global supply chain.

SCOPE

This Code applies to all Suppliers and their subcontractors who provide goods or services to Unique Wholesale Distributors LLC. and its affiliates worldwide. Suppliers are expected to ensure that their employees, agents, and subcontractors comply with the principles outlined herein.

RISK ASSESSMENT

Supplier is responsible for compliance with the standards set out in this Code of Conduct ("Standards") throughout its operations and throughout its entire supply chain.

Without limiting Supplier's obligations hereunder, Supplier shall comply with the Standards in:

·       All of its Facilities; and

·       All of its operations, including with respect to manufacturing, distribution, packaging, sales, marketing, product safety and certification, intellectual property, labor, immigration, health, worker safety, and the environment.

Without limiting Supplier's obligations hereunder, Supplier is responsible for compliance with the Standards by all of its suppliers, vendors, agents, and subcontractors and their respective Facilities ("Partner(s)") and shall conduct risk assessments and audits as may be reasonably necessary to ensure and document compliance.

1. Legal and Regulatory Compliance

Suppliers must comply with all applicable local, national, and international laws, rules, and regulations, including but not limited to:

·       Labor laws

·       Health and safety regulations

·       Environmental laws

·       Trade regulations and sanctions

·       Anti-bribery and anti-corruption laws (e.g., U.S. FCPA, UK Bribery Act)

2. Labor and Human Rights

Suppliers shall respect and uphold the human rights of workers and treat them with dignity and respect as understood by the international community, including:

·       Freely Chosen Employment (Modern Slavery): No use of forced, bonded, indentured, or prison labor.

·       Child Labor: No employment of workers under the legal minimum age or under 15 years, whichever is higher.

·       Working Hours and Wages: Comply with applicable wage laws and regulations on working hours, meal and rest breaks, overtime, and benefits.

·       Freedom of Association: Respect the rights of workers to associate freely, join labor unions, and engage in collective bargaining.

·       Non-Discrimination: No discrimination in hiring, compensation, access to training, promotion, or termination based on race, color, gender, religion, nationality, age, disability, sexual orientation, or other protected characteristics. Ensure that hiring and advancement practices foster a diverse, equitable, and respectful work environment.

·       Humane Treatment: No harassment, abuse, corporal punishment, or other forms of coercion.

·       No Retaliation: Do not retaliate against any employee or other individual who raises concerns about their working conditions, or anything else covered by this Supplier Code of Conduct.

3. Health and Safety

Suppliers must provide a safe, sanitary, and healthy working environment, including:

·       Identifying and mitigating workplace hazards; post safety rules and permits as required by law

·       Providing appropriate personal protective equipment (PPE)

·       Ensuring emergency preparedness and training

·       Access to clean drinking water, sanitation facilities, and clean housing (where provided)

·       Ensuring that all facilities meet applicable building codes and industry design and construction standards, and are properly maintained, heated, cooled, and ventilated

4. Environmental Responsibility

Suppliers must operate in an environmentally responsible and sustainable manner, including:

·       Compliance with local, national, and international environmental laws and regulations,

·       Minimizing waste, emissions, discharges, and use of hazardous substances, in all cases in accordance with applicable law

·       Promoting energy efficiency and resource conservation

·       Proper handling and disposal of hazardous materials

5. Ethics and Business Integrity

Suppliers must maintain the highest ethical standards, at all times complying with the Foreign Corrupt Practices Act (FCPA) and other international anti-bribery laws.

·       Anti-Corruption: Suppliers shall not engage in any form of bribery, corruption, extortion, or embezzlement. Supplier must not offer cash, favors, gifts, or entertainment to Unique team members.

·       Conflicts of Interest: Suppliers must disclose any actual or potential conflicts of interest related to their business with Unique Wholesale Distributors LLC.

·       Confidentiality: Protect Unique Wholesale Distributors LLC confidential and proprietary information and use it only for authorized purposes.

·       Fair Business Practices: Compete fairly and honestly without engaging in anti-competitive behavior, intellectual property theft or misappropriation, or other deceptive practices.

·       Data Privacy & Cybersecurity: Protect the confidentiality, integrity, and security of business-sensitive data and any personal information shared during business interactions with Unique Wholesale Distributors Inc., and comply with applicable data protection laws (e.g., GDPR, CCPA).

6. Supply Chain Transparency

Supplier must:

·       Maintain accurate and complete records demonstrating compliance with this Code, in accordance with applicable local and federal regulations, and not for less than seven (7) years.

·       Monitor their own vendors, suppliers, agents and subcontractors for adherence to these standards

·       Cooperate fully with any audits, assessments, or investigations conducted by Unique Wholesale Distributors LLC or its designees.

·       Provide ongoing training to employees on business ethics, anti-corruption, labor rights, environmental practices, and health and safety, in support of continuous improvement.

7. Country of Origin Accuracy and Supply Chain Due Diligence

Suppliers must provide complete, accurate, and verifiable information regarding the country of origin of all materials and products supplied to Unique Wholesale Distributors LLC and must also conduct appropriate due diligence on their own supply chains to ensure the integrity and traceability of that information. This includes:

·       Truthful labeling and documentation of raw materials and finished goods.

·       Maintenance of transparent and traceable records that demonstrate the origin of components, including fibers, yarns, and fabrics.

·       Cooperation with Unique Wholesale Distributors LLC in any request for documentation to verify origin claims, including declarations, shipping records, and third-party certifications.

·       Suppliers must conduct appropriate due diligence on their own supply chains to: 

·       Identify and mitigate risks related to forced labor, unethical sourcing, or materials originating from restricted regions (e.g., as required under the U.S. Uyghur Forced Labor Prevention Act).

·       Ensure that upstream suppliers comply with applicable laws and this Code of Conduct.

·       Promptly notify Unique Wholesale Distributors LLC of any changes in sourcing or supply chain structure that may impact compliance.

·       Failure to provide accurate origin information or to exercise sufficient due diligence may result in suspension of business, regulatory reporting, or termination of the supplier relationship.

·       Provide ongoing training to employees on business ethics, anti-corruption, labor rights, environmental practices, and health and safety, in support of continuous improvement.

8. Reporting and Accountability

Suppliers and their workers may report concerns or potential violations of this Code to Unique Wholesale Distributors LLC through:

·       Email: [email protected] – Purchasing department        

Reports will be handled confidentially to the extent practicable. Ensure that all workers have access to safe and anonymous reporting mechanisms, and that no retaliation occurs against individuals who report concerns in good faith

9. Consequences of Non-Compliance

Unique Wholesale Distributors LLC reserves the right to assess compliance and take appropriate actions for violations of this Code, including:

·       Requesting corrective action plans within a defined timeline (e.g., 30, 60, or 90 days depending on severity of the issue or risk to compliance)

·       Reducing or suspending business

·       Termination of contracts

·       Reporting to government authorities