Our Next Energy, Inc. (“ONE”) is committed to respecting the highest standards of human rights, labor, health and safety, ethical and environmental conduct, and operating its business in a legally compliant manner. We view this as a fundamental responsibility to our customers and as our duty as a catalyst of positive change in the industry. We are proud to drive this change by only sourcing goods and services from Suppliers that are required to provide safe working conditions, treat workers with fundamental dignity and respect, act fairly and ethically, and use environmentally responsible practices whenever they provide goods or services to ONE.

 ONE developed this Supplier Code of Conduct (“SCoC”) to ensure its Suppliers engage in responsible, ethical and legal business practices. All Suppliers must themselves, and require their subcontractors and vendors to, operate in accordance with the principles and requirements in this SCoC as applicable, and in full compliance with all applicable laws and regulations in the countries and regions where business is conducted.

All references to “applicable laws” or “regulations” in this SCoC include all local, national and international laws, codes, rules, directives, regulations and treaties applicable in the countries and regions where business is conducted. All references to “Suppliers” include all manufacturers, suppliers, and distributors of goods and services in the supply chain that take part in purchasing, manufacturing, and/or finishing processes for ONE, including providers, vendors, selling partners, contractors, and subcontractors.

Suppliers must conduct employee training covering detection of forced labor; conduct self-audits or obtain independent audits, including with respect to the recruitment of workers and government-labor programs; promptly implement corrective action plans where necessary; track and report on their performance of this SCoC; and require and monitor subcontractor and vendor adherence to this SCoC.

The provisions of this SCoC constitute minimum standards. Should applicable laws or regulations govern the same issue, the provision that offers greater protection for workers shall apply. 

Labor and Human Rights

Right to Work, Human Trafficking, and Involuntary or Forced Labor

Suppliers may only engage workers who have a legal right to work in the region where work is performed. Suppliers shall not traffic persons or use involuntary or forced labor, which includes work or service that is extracted from any person under threat, force, coercion, abduction, fraud or penalty for its non-performance and which the worker does not offer voluntarily. Forced labor also includes prison or bonded labor, indentured servitude, and slavery. In addition, Suppliers shall maintain awareness of and comply with the Uyghur Forced Labor Prevention Act (UFLPA). The UFLPA prohibits the entry of products made with forced labor into the U.S. market, specifically anything manufactured or produced in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China. All work must be voluntary, and workers should be free to leave or terminate employment or other work status with reasonable notice, without penalty or a deduction from wages except where permitted or required by applicable laws or regulations. There shall be no unreasonable restrictions on workers’ freedom of movement in any Supplier-controlled facility. Workers’ original government-issued identification, passports, work permits, and immigration and travel documents may not be withheld as a condition to receive work. Suppliers may only have temporary possession of the foregoing documents to the extent required by law to complete administrative and immigration processing.

Workers shall not be required to pay Suppliers or their agents any fees to secure or maintain employment. This includes recruitment, application, recommendation, hiring, placement, processing, renewals, and/or recurring fees of any kind. If such fees are found to have been paid by any worker, the Supplier shall promptly repay such fees to the worker.

Child Labor and Work Done by Young Persons

Suppliers shall comply with all applicable child labor laws in the countries and regions where business is conducted. All workers must be (i) at least 15 years old; or (ii) the age of completion of compulsory education; or (iii) the minimum age to work in the country and region where work is performed, whichever is greater. Subject to the foregoing, juveniles who are younger than 18 years old may be employed provided they do not perform hazardous work, including that which might jeopardize their health or safety, or work that compromises their education (e.g., night shifts or overtime). Instances of child labor must be immediately remediated once discovered, including through corrective measures that facilitate the child’s safety and well-being. Suppliers shall maintain documentation that verifies every worker’s date of birth. In those countries where official documents are not available to confirm the exact date of birth, Suppliers shall confirm a worker’s age using an appropriate and reliable assessment method, and keep all records related to such confirmation.

Anti-discrimination

Suppliers shall not (i) discriminate on the basis of race, religion, disability, age, color, gender identity, sexual orientation, caste, creed, national origin, marital or family status, pregnancy, trade union affiliation, political affiliation, social group, ethnicity, ancestry, citizenship, migrant status, veteran status or any other status protected by law in hiring and other working practices such as recruitment, job applications, promotions, job assignments, training, wages, benefits, and termination; (ii) inquire about a worker’s marital, pregnancy, or parental status as a criterion for hiring or continued employment; or (iii) require pregnancy or medical tests, except where required by applicable laws or regulations or prudent for workplace safety and all such tests must not be used in a discriminatory manner. Suppliers shall make reasonable disability, religious, or pregnancy-related accommodations, as applicable, without discriminatory impact on pay or level of employment.

Wages and Benefits

Suppliers shall pay their workers, including contract workers and those paid by piece rate, in a timely manner and provide compensation (including minimum wages and allowances, overtime pay, benefits, and paid leave) in a manner that satisfies or exceeds applicable laws and regulations. In countries where such laws do not exist, Suppliers are encouraged to pay wages that equal or exceed local industry average wages, pay overtime at a rate that exceeds the regular hourly wage and is equal to the industry average overtime rate, and maintain policies that provide reasonable worker benefits. Suppliers are further encouraged to pay wages that are sufficient to meet at least the basic needs of workers and their families. Suppliers must show upon request that legal wages for regular and overtime hours are correctly calculated.

Suppliers shall not make any withholdings and/or deductions from wages for disciplinary purposes, nor for any reasons other than those permitted or required by applicable laws or regulations, without the express authorization of workers. Likewise, all workers shall be provided with written and understandable information regarding their wages prior to being hired, as well as pay stubs or similar documentation each time wages are paid.

 All Supplier/worker relationships must be properly established in accordance with all applicable laws and regulations. Obligations to employees shall not be avoided through the wrongful use of subcontracting relationships, apprenticeship or internship arrangements, or the like.

Working Hours

Suppliers must adhere to all applicable laws and regulations pertaining to working hours, and overtime must be voluntary. Suppliers must provide vacation time, leave periods, and holidays consistent with applicable laws and regulations.

Suppliers should regularly monitor working hours to maintain the health, safety, and welfare of workers, and are encouraged to provide at least four days off every 30 days. Workers must be provided with legally required breaks or reasonable breaks where the law is silent. Advance notice of overtime shifts should be provided when possible.

Freedom of Association

Suppliers will recognize and respect workers’ rights to form, join, or refrain from joining, a labor union or other lawful organization, and will respect workers’ rights to freedom of association and collective bargaining. No retaliation may arise from the non-violent exercise of such rights and no remuneration or payment may be offered to workers to hinder the exercise of such rights.

Reporting

Suppliers are encouraged to create and maintain an anonymous grievance mechanism for workers to report workplace grievances in accordance with all applicable laws and regulations. 

Health and Safety

Humane Treatment

All workers must be treated fairly and with dignity and respect. Suppliers shall not engage in or tolerate violence, abuse, harassment, or coercion, including physical, verbal, sexual, or psychological, or any form of torture or cruel, inhuman, or degrading treatment. Threats of violence, corporal punishment, psychological coercion, sexual harassment, gender-based violence, or any other forms of intimidation are not permitted.

Safe and Hygienic Working Conditions

Suppliers must comply with all applicable laws and regulations governing workplace health and safety.

Workers shall be provided with a safe and hygienic work environment, ensuring minimum conditions of light, ventilation, hygiene, fire prevention, and safety measures. The facilities where work is conducted shall meet all legal requirements, be structurally sound, and include first-aid supplies and fire detection and suppression equipment. Workers shall have reasonable and unrestricted access to clean toilet facilities, handwashing stations, and safe drinking water. Where necessary, facilities for food storage shall be provided. Accommodations, where provided, shall be clean and safe.

Suppliers shall conduct regular risk assessments to understand the possibility of workers being exposed to health and safety hazards, (including but not limited to chemical, electrical, and other energy sources, fires, vehicles and fall hazards, etc.) and actively prevent risks associated with these hazards. If hazards cannot be eliminated or reduced, potential hazards are to be controlled at lower than accepted levels in alignment with local law through proper design, engineering and administrative controls. When hazards cannot be adequately controlled by such means, suppliers will provide workers with appropriate personal protective equipment (PPE) free of charge and shall provide physical protection devices/walls and control devices for workers’ safety. Suppliers shall conduct preventative maintenance for such facilities and machinery.

Appropriate steps shall be taken to avoid accidents and injuries to workers by minimizing as much as possible the risks inherent to work. Suppliers will evaluate production and other machinery for safety hazards. Suppliers are to promptly inform the risks associated with identified hazards to workers who work with (or are otherwise exposed to) hazardous or dangerous conditions or materials and, in addition, workers are to be provided appropriate training in advance and on an ongoing basis.

Physically Demanding Work

Suppliers will identify, evaluate and control worker exposure to the hazards involved with physically demanding tasks, including manual material handling and heavy or repetitive lifting, prolonged standing and highly repetitive or forceful assembly tasks.

Emergency Preparedness

Suppliers shall evaluate in advance potential emergency situations and accidents. To minimize the impact of potential emergency situations, suppliers shall establish emergency response plans and procedures, including emergency reporting, employee notification and evacuation procedures. Suppliers shall implement emergency preparedness, in accordance with all applicable laws and regulations, by preparation for escape facilities, installment of clear and unobstructed egress, fire detecting and accessible extinguishing systems, adequate exit facilities and establishment of recovery plan.

Health and Safety Communication

Suppliers shall provide workers with up-to-date health and safety education recurrently. Suppliers must display educational health and safety information in highly visible locations. 

Ethics

Anti-bribery and Anti-corruption

Suppliers shall not offer, promise, authorize, give or receive bribes or anything of value to obtain or provide undue or improper advantages. Engaging in deception, corruption, extortion, or embezzlement in any form is prohibited. In addition, Suppliers must not induce ONE employees or other workers to violate applicable laws or regulations or this SCoC.

Suppliers are required to comply with all applicable anti-corruption laws, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act (as applicable). Suppliers must not, either directly or indirectly, accept from or offer, give, authorize or promise to government officials anything of value to encourage them to act improperly or to reward them for doing so. Prohibited payments may take many forms including, but not limited to cash or cash equivalents, gifts, meals and entertainment.

No Conflict Minerals/ Responsible Sourcing

ONE is committed to avoiding the use of minerals that have fueled conflict. Suppliers shall implement a policy committing to the responsible sourcing of all minerals and materials. This policy requires conducting due diligence in accordance with the Organization for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including its current supplements on tin, tantalum, tungsten and gold (3TG) or their derivatives.

Suppliers should ensure that no conflict minerals, including 3TG or its derivatives, that originate in the Democratic Republic of the Congo or any adjoining country are incorporated in, or necessary to, the functionality or production of any goods furnished to ONE, including in any component included in such goods by a third party, unless the conflict minerals were processed by a facility listed as compliant pursuant to the CFSI Conflict-Free Smelter Program.

 The supplier shall exercise due diligence on the source and chain of custody of Conflict Minerals contained in products and ensure supplier’s due diligence measures are available to ONE upon request, and such materials and minerals shall be supplied by smelters and refiners that are certified by Responsible Minerals Assurance Process (RMAP) or any other company that incorporates a similar certification.

Fair Competition and Antitrust

Suppliers must adhere to all applicable fair trade, competition and antitrust laws and regulations. Suppliers are prohibited from engaging in any anti-competitive conversations or forming anti-competition agreements, including illegal price-fixing, market sharing, customer allocation or any other illegal restrictive practices, at any stage of the production or distribution chain. Suppliers must refrain from insider trading when in possession of information at ONE that could impact an investor’s decisions. To ensure compliance with these obligations, suppliers are responsible for providing their employees with appropriate guidance and training.

Confidentiality, Privacy, and Intellectual Property

Suppliers must safeguard ONE’s written and oral proprietary and confidential information and not improperly disclose any such information. When any personally identifiable information is collected, stored, processed, transmitted, or shared, Suppliers shall comply with all applicable privacy and information security laws.

Suppliers shall respect the intellectual property rights of ONE and of all third parties and will conduct technology and know-how transfers in a manner protecting intellectual property rights. In manufacturing and furnishing goods and services to ONE, the Supplier shall not infringe or misappropriate the patents, copyrights, trademarks, trade secrets, or other intellectual property rights of any party and shall take all appropriate actions to ensure that ONE will not receive any infringing goods or services.

Documentation and Records

Suppliers shall create, retain, and dispose of business records in full compliance with all applicable laws and regulations. Suppliers shall not (i) make false, inaccurate or misleading entries or omissions in any records or systems; or (ii) make a payment or approve an invoice, expense report or other document that it knows to be false, inaccurate or misleading. All Suppliers’ facilities must maintain a valid business license. Suppliers are responsible for reviewing and complying with all legal requirements and securing the required permits and documents necessary to operate, including, for example, licenses (e.g., health and safety permits, occupancy permits, etc.) and required customs records.

Trade

Suppliers shall comply with all applicable import, re-import, sanctions, anti-boycott, export and re-export control laws. Suppliers must refrain from supplying goods or services to ONE if their acquisition is restricted or forbidden, encompassing items or services originating from a country or produced by an individual, corporation, organization or entity under sanctions, embargoes or other applicable limitations. 

Transparency

Suppliers shall carry out their activities in an honest, upright and transparent manner, and shall keep and maintain complete and accurate records regarding working conditions (e.g., wage and working hour records) at their facilities.

Suppliers must disclose information regarding their human rights, labor, health and safety, ethical and environmental practices upon ONE’s reasonable request, where necessary to demonstrate conformance with this SCoC, or in accordance with applicable regulations. Suppliers will cooperate with any information requests or assessments ONE may initiate to confirm such Suppliers’ fulfillment of their obligations under this SCoC or to meet ONE’s own disclosure and reporting obligations. In addition, ONE may monitor compliance with this SCoC through the unannounced inspection of Suppliers’ facilities by ONE’s employees or third-party auditors.

Suppliers are required to maintain documentation regarding their compliance with this SCoC and permit reasonable access to their facilities for inspection. Suppliers are required to act with best business practices such as keeping and maintaining accurate chain of custody records of both goods and component materials. Suppliers are also required to provide accurate chain of custody records when requested by ONE. ONE may refuse delivery of any goods and services identified as produced with forced labor or otherwise in violation of this SCoC.

Enforcement

A breach of any applicable laws or regulations or this SCoC by a Supplier or any of its subcontractors or vendors shall constitute a material breach by such Supplier of any agreement between such Supplier and ONE. In such event, ONE may either terminate the agreement and its business relationship with the Supplier or require the Supplier to implement a corrective action plan. If corrective action is required but not implemented by the Supplier, ONE may suspend the placement of future orders and/or terminate current production. Suppliers shall immediately notify ONE if they become aware of any non-compliance with applicable laws, regulations or this SCoC by their company or any of their subcontractors or vendors and will take immediate actions as necessary to remedy any non-compliance. 

Environmental

ONE is committed to working to support transitions to sustainable energy and environmental practices. ONE respects the right to a clean, healthy, and sustainable environment and requires the same of its Suppliers. Suppliers are expected to undertake efforts to reduce their environmental impacts and support environmental sustainability by implementing environmentally sustainable practices throughout their operations and supply chain. These efforts to reduce environmental impacts should be made through resource and energy efficiency, sustainable sourcing of materials and minimization of waste generation (air, noise and water emissions), in accordance with all environmental laws and regulations. Suppliers are expected to make efforts towards minimizing adverse impacts on the environment and demonstrate continuous improvement in their environmental practices. These efforts should additionally be made to minimize adverse effects on the community while safeguarding the health and safety of the public. Such efforts should include reduction of the use of energy, air emissions, greenhouse gas emissions, waste, use of water, pollution, and hazardous materials.

Suppliers shall comply with all applicable laws and regulations regarding the prohibition or restriction of specific substances in products, manufacturing, operations, and services. Suppliers are required to identify and effectively manage the safe handling, movement, storage, and disposal of hazardous substances that pose a threat to human life or the environment.

Environmental Permits and Reporting

Suppliers must acquire and maintain all environmental permits as required by law and fulfill the obligation to report. Suppliers shall stay up to date on the latest legal revisions and comply with them.

 Pollution Reduction and Waste Management

Suppliers shall minimize or eliminate resource consumption, waste generation, emissions and discharges of pollutants by improving processes at the source, by way of adding pollution control equipment, modifying production, maintenance and facility processes, conducting preventative maintenance, preserving resources, recycling and reusing. Suppliers will routinely monitor and disclose pollution contribution, as required by and in accordance with applicable law. Suppliers should assess cumulative impacts of pollutions sources at their facilities.

 Water Consumption and Management

Suppliers shall characterize and monitor water sources, use and discharge. All wastewater is to be treated prior to discharge, as required by local law. In addition, wastewater shall be routinely monitored to ensure regulatory compliance.

Energy Consumption and Greenhouse Gas Emissions

Suppliers shall proactively take steps to manage their greenhouse gas emissions, set clear reduction targets and consistently monitor their performance to attain these objectives. Suppliers should actively strive to manufacture environmentally friendly, low-carbon products and incorporate renewable energy sources into their production processes.

Suppliers shall be aware of the characteristics of volatile organic compounds, aerosol, corrosive gas, dust, ozone layer-depleting materials, and combustion byproducts in the work processes. They should manage these materials in compliance with applicable laws, and appropriately dispose of them. The status of the emissions shall be continuously monitored. 

Life Cycle and Circularity

In order to enable the transformation of our industry from a linear consumption towards a circular, closed loop system, Supplier shall continuously demonstrate accountability and make efforts to optimize and explore circular business models for the products delivered to ONE, including its packaging, all in accordance with internationally recognized circular principles.

ONE reserves the right to modify this Supplier Code of Conduct at any time and to add new or additional terms. Such modifications and new or additional terms will be incorporated into this Supplier Code of Conduct and be effective immediately. Your continued participation in the supply chain for ONE will be deemed acceptance thereof.

Revised [November 10, 2023]