Appendix to Terms and Conditions Vendor Code of Conduct for Goods and Services Not for Resale
Follett purchases over $1 billion per year on goods and services from its supplier network. Follett has been in business over 100 years and has worked hard to establish a reputation for honesty and fairness with customers, suppliers, employees, shareholders, communities and government entities. Follett purchases goods and services on the basis of price, quality, safety and the value they provide to Follett. This Vendor Code of Conduct outlines standards for business conduct for all suppliers who do business with Follett.
LEGAL AND REGULATORY COMPLIANCE PRACTICES
All Follett Vendors and their Representatives shall conduct their business activities in full compliance with the applicable laws and regulations of their respective countries while conducting business with and/or on behalf of Follett. In addition to any specific obligations under Vendor’s agreement with Follett, all Follett Vendors shall, without limitation:
· Comply with all applicable trade control regulations and applicable laws as well as all export, re-export and import restrictions.
· Conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.
· Comply with all applicable environmental laws and regulations regarding hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage, disposal, and release to the environment of such materials.
· Be honest, direct, and truthful in discussions with regulatory agency representatives and government officials.
· Not participate in international boycotts that are not sanctioned by the U.S. government or required by applicable laws.
· Comply with the anti-corruption laws of the countries in which it does business, including the United States Foreign Corrupt Practices Act, and not make any direct or indirect payments or promises of payments to foreign government officials for the purpose of inducing the individual to misuse his/her position to obtain or retain business.
· Provide equal employment opportunity to all employees and applicants for employment without regard to race, sex, color, creed, religion, national origin, age, disability, marital status or sexual orientation in accordance with all applicable laws, directives and regulations of federal, state and city entities.
Follett Vendors and their Representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under their specific agreements with Follett. In addition to any specific obligations under Vendor’s agreement with Follett, all Follett Vendors shall, without limitation, abide by the following:
· Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.
· The Vendor’s conduct does not negatively impact the intellectual property ownership rights of Follett and others including, but not limited to, copyrights, trademarks, patents and trade secrets.
· The Vendor and/or its Representatives will refrain from giving Follett employees an individual gift or a combination of gifts with a value greater than $100.00 in a given year (or any lower amount in accordance with applicable laws) and never offer a bribe, kickback, bartering arrangement for goods or services, and/or any other incentive to a Follett employee in order to obtain or retain Follett business. Use good judgment, discretion, and moderation when offering gifts or entertainment to Follett employees and avoid causing a Follett employee to breach his or her ethical or professional obligations, including those set forth in Follett’s Employee Code of Conduct. The Employee Code can be obtained by calling (708) 437 2320.
· The Vendor will calculate the price(s) contained in any bid or proposal independently, without collusion, consultation, communication, or agreement with any other competing Vendor for the purpose of restricting competition.
· Unless otherwise required by law, the price(s) which the Vendor quotes in its bid or proposal will not knowingly be disclosed by the Vendor, directly or indirectly, to any other competing Vendor prior to the closing date for bids or proposals.
· The Vendor will not make any attempt to induce any other individual or entity to submit or not to submit a bid or proposal to Follett.
· The Vendor will not engage in any conduct that causes, or is likely to cause, a Follett employee to breach his or her confidentiality, ethical or professional obligations, including those set forth in Follett’s Employee Code of Conduct. In the event a Follett employee is believed to have acted improperly, Vendor will call Follett Ethics Hotline at (800) 243 9930 or otherwise notify Follett of such conduct.
· Vendors and/or their Representatives will not deal directly with any Follett employee whose spouse, domestic partner, or other family member or relative holds a significant financial interest in, or exercises substantial control of, the Vendor. Dealing directly in the course of negotiating the Vendor agreement or performing the Vendor’s obligations with a spouse, domestic partner, or other family member or relative who is employed by Follett is also prohibited.
· If circumstances arise where it is in the best interest of Follett to deal with outside organizations associated with Follett persons, including Follett shareholders, such dealing must be approved in advance by the Board or an appropriate officer with no interest in the matter. Disclosure of any such persons must be provided when completing the Vendor Information Sheet.
Follett reserves the right to change the Terms and Conditions from time to time or may require additional Terms and Conditions based on the specific Follett Business Entity involved. Published January 11, 2008