Supplier Code of Conduct

Last Updated: March 10, 2023

Argyle expects the business partners that we work with, including all vendors, consulting firms, staffing agencies, agency temps, partners and licensees (“Suppliers”) to operate in a manner consistent with high ethical and legal standards, including as described in this Supplier Code of Conduct (“Supplier Code of Conduct”). Suppliers are responsible for ensuring that their employees, affiliates, distributors, subcontractors, agents, or other representatives involved in providing products or services to Argyle, or to consumers or customers on Argyle’s behalf, read and comply with this Supplier Code of Conduct. If you suspect illegal or unethical practices, it is your responsibility to report it to Argyle and the appropriate local authorities.

• Conflict of Interest: Suppliers are expected to avoid all conflicts of interest or situations giving the appearance of a potential conflict of interest. Suppliers are expected to provide notification to all affected parties if an actual or potential conflict of interest arises. This includes a conflict between the interests of Argyle and personal interests or those of close relatives, friends, or associates.

• Child Labor: Suppliers will not directly or indirectly employ workers that are younger than the applicable required minimum age.

• Human Trafficking and Forced Labor: Suppliers will not knowingly source materials from supply chains associated with human trafficking and will take reasonable efforts to ensure that their own suppliers comply with this requirement.

• Wages and Working Hours: Suppliers must comply with all applicable wage and hour laws, including those relating to minimum wage, overtime hours, and other elements of compensation, and must provide all legally mandated benefits. Suppliers will not require employees to work more than the maximum number of hours permitted under applicable laws.

• Freedom of Association: Suppliers must respect workers´ rights to associate freely and in compliance with existing local laws and without intimidation, reprisal or harassment.

• Discrimination: Argyle expects its suppliers to treat their employees with respect and dignity and to refrain from any unlawful harassment. To the extent prohibited by applicable law, Suppliers will not discriminate against any person because of their race, color, sex, religion, national origin, age, disability, sexual orientation, gender identity, genetic information, veteran status, or any other basis.

• Environmental Health and Safety Laws: Suppliers must comply with all applicable environmental, health and safety laws and regulations and must provide workers with a safe and healthy work environment. Suppliers must strive to reduce their negative impact on the environment through the conservation of natural resources, reduced energy consumption and other means. While a Supplier, its affiliates, agents or representatives are on-site at any Argyle location or at a Argyle customer location on behalf of Argyle, Supplier shall comply with Argyle policies and applicable site requirements.

• Harassment: We expect our suppliers to ensure their employees can perform work in an environment free from physical, psychological and verbal harassment, or other abusive conduct.

• Global Trade Compliance: Suppliers must comply with all export-import laws, customs duties and all other laws pertaining to their international business activities.

• Anti-Corruption, Gifts, and Improper Payments: Suppliers are prohibited from engaging in corruption, extortion or embezzlement in any form. Suppliers must comply with all applicable anti-corruption laws and regulations of the countries in which they operate such as the U.S. Foreign Corrupt Practices Act, and as applicable any other international anti-corruption conventions. Suppliers will not offer or accept bribes or employ other means to obtain an undue or improper advantage. Bribes, kickbacks, facilitating payments and similar payments to government officials or to Argyle employees or agents acting on Argyle’s behalf are prohibited. Argyle employees are discouraged from accepting gifts of more than minimal value or lavish entertainment from suppliers. When business meals and entertainment are appropriate to further business relationships, those expenses may not be extravagant in nature.

• Intellectual Property Rights: Suppliers must respect and refrain from infringing upon the intellectual property rights of others, including patents, trademarks, copyrights and other proprietary rights.

• Data Protection Law: Suppliers must at all times comply with their obligations under all laws and regulations applicable to the processing of information relating to an identified or identifiable natural person, including, as applicable,  (a) the Gramm-Leach Bliley Act and any binding regulations promulgated thereunder, including  the “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30) issued pursuant to Section 504, (b) the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and any binding regulations promulgated thereunder (“CCPA”),  the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and other similar state laws, (c) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (d) the Swiss Federal Act on Data Protection (“FADP”), (e) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) and (f) the UK Data Protection Act 2018; in each case, as updated, amended or replaced from time to time.

• Fair Dealing and Competition Law: Suppliers should not take unfair advantage of anyone else through manipulation, concealment, abuse, misrepresentation of material facts or any other unfair dealing. Supplier will not engage in collusive bidding, price fixing, price discrimination or other unfair trade practices in violation of applicable antitrust and competition laws. Supplier will uphold fair business standards in advertising, sales and competition.

• Confidentiality: Suppliers must protect the Confidential Information entrusted to them by Argyle, its affiliates, customers, consumers, suppliers, or other third parties in connection with the products or services Supplier provides Argyle. Confidential Information may only be used and disclosed in a manner authorized by Argyle. Confidential Information includes any information of Argyle, its customers, consumers, or suppliers that is not generally known to the public.

• Responsible Sourcing of Minerals: Suppliers must comply with applicable laws and regulations regarding conflict minerals which include tin, tungsten, tantalum and gold. Additionally, suppliers should establish a policy to reasonably assure that the tin, tungsten, tantalum and gold which may be contained in the products they manufacture do not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses. Suppliers should exercise, as may be directed by law, due diligence on the source and chain of custody of these minerals and therefore at a minimum require the same from their next tier suppliers.

• Records Maintenance: Suppliers are expected to create accurate records, and not alter any record entry to conceal or misrepresent the underlying transaction represented by it. All records, regardless of format, made or received as evidence of a business transaction must fully and accurately represent the transaction or event being documented. Records should be retained based on the applicable retention requirements.

• Monitoring Compliance: Suppliers should establish and maintain a process of ensuring compliance with this Supplier Code of Conduct. Supplier should maintain all documentation necessary to demonstrate its compliance with the Supplier Code of Conduct. Upon Argyle request, Supplier should be prepared to provide Argyle or its affiliates access to such documentation.

Our relationship with you is based on mutual trust and respect. You may also demonstrate your commitment to these principles through compliance with your own code of conduct or company policies that embrace and are materially consistent with these standards. However, Argyle may ask you to verify your compliance by any of the following methods and to take corrective action if there is a reason for concern:

1.       Self-Assessments: We may ask you to fill in a questionnaire on compliance.

2.      Third-Party Assessments: We may solicit a third party, e.g., a data provider, on your compliance and performance.

3.      Certifications/Statements: We may ask you for a certification or statement confirming compliance

Disclaimer: the expectations set forth in this Supplier Code of Conduct are not intended to conflict with or modify the terms and conditions of your contracts with Argyle. If a contract requirement is more restrictive than this Supplier Code of Conduct, you must comply with the more restrictive contract requirement.