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This Supplier Code of Conduct (“Code”) sets forth the minimum standards that all suppliers, vendors, contractors, consultants, service providers, and other business partners (collectively, “Supplier”) must adhere to when conducting business with Ivy Enterprises, Inc. d/b/a Ivy Beauty (“Company”).

This Code applies globally and supplements any contractual obligations between Supplier and Company. Where local laws impose stricter requirements, such laws shall prevail.

1. Compliance with Laws and Regulations

Supplier shall operate in full compliance with all applicable laws, regulations, and industry standards in every jurisdiction in which it operates, including but not limited to:

  • Labor and employment laws
  • Health and safety regulations
  • Environmental laws
  • Anti-corruption and anti-bribery laws
  • Trade compliance (including sanctions and export controls)
  • Product safety and regulatory requirements

Supplier shall maintain all required licenses, permits, and registrations necessary to conduct its business.

2. Labor and Human Rights

Supplier shall uphold internationally recognized human rights standards, including those set forth in the UN Guiding Principles on Business and Human Rights and relevant ILO conventions.

A. Prohibition of Forced Labor

  • Supplier shall not engage in or support:
  • Forced, bonded, indentured, or involuntary prison labor
  • Human trafficking or modern slavery
  • Retention of identity documents or restriction of movement

B. Child Labor

  • Supplier shall not employ workers under the age of 16 (or higher if required by law)
  • Any young workers must be protected from hazardous work

C. Wages and Working Hours

  • Compensation must meet or exceed legal minimum wage or industry standards (whichever is higher)
  • Overtime must be voluntary and compensated in accordance with law
  • Working hours shall comply with applicable laws

D. Freedom of Association

  • Supplier shall respect workers’ rights to:
  • Freely associate
  • Join or not join unions
  • Engage in collective bargaining

E. Humane Treatment

  • Supplier shall treat all workers with dignity and respect and shall not engage in:
  • Harsh or inhumane treatment
  • Physical punishment
  • Coercion or intimidation

3. Health and Safety

Supplier shall provide a safe and healthy working environment.

  • Requirements include:
  • Identification and mitigation of workplace hazards
  • Provision of appropriate personal protective equipment (PPE)
  • Regular safety training in a language understood by workers
  • Emergency preparedness and response systems
  • Adequate sanitation, potable water, and hygiene facilities

Workers must have the right to refuse unsafe work without retaliation.

4. Non-Discrimination and Equal Opportunity

  • Supplier shall not discriminate in any employment-related decision based on:
  • Race, color, ethnicity
  • Gender, gender identity, or sexual orientation
  • Religion or belief
  • Age
  • Disability
  • National origin or citizenship
  • Any other protected category under applicable law

Employment decisions must be based solely on merit, qualifications, and performance.

5. Anti-Harassment and Workplace Conduct

  • Supplier shall maintain a workplace free from:
  • Harassment (verbal, physical, sexual, or psychological)
  • Bullying or intimidation
  • Threats or acts of violence

Suppliers must implement clear disciplinary procedures and reporting mechanisms.

6. Anti-Corruption and Business Integrity

Supplier shall conduct its business with the highest standards of integrity and shall comply with all applicable anti-corruption and anti-bribery laws and regulations, including but not limited to:

  • U.S. Foreign Corrupt Practices Act (“FCPA”)
  • UK Bribery Act
  • Any applicable local anti-corruption laws

Supplier shall maintain policies, procedures, and internal controls reasonably designed to prevent, detect, and address corruption risks.

A. Prohibited Conduct

  • Supplier shall not, directly or indirectly (including through third parties):
  • Offer, promise, give, solicit, or accept any bribe, kickback, facilitation payment, or other improper advantage;

Provide or authorize the provision of anything of value (including cash, cash equivalents, gifts, travel, entertainment, services, or employment opportunities) to any person, including government officials or private parties, to improperly influence any act or decision;

  • Make payments or provide benefits for the purpose of:
  • Securing or retaining business;
  • Obtaining any improper advantage;
  • Influencing regulatory or customs outcomes;
  • Engage in any form of commercial bribery or improper inducement in private sector transactions;

Circumvent or attempt to circumvent applicable anti-corruption laws through intermediaries or indirect arrangements.

“Anything of value” shall be interpreted broadly and includes both tangible and intangible benefits.

B. Government Officials and High-Risk Interactions

  • Supplier shall exercise heightened diligence when interacting with:
  • Government officials, employees, or representatives
  • State-owned or state-controlled entities
  • Political parties, candidates, or public international organizations
  • Supplier shall not:

Make political contributions, charitable donations, or sponsorships on behalf of or for the benefit of Company without prior written approval;

Provide gifts, hospitality, or travel to government officials except where strictly lawful, reasonable, and pre-approved in writing by Company.

C. Gifts, Hospitality, and Business Courtesies

  • Any gifts, meals, travel, or entertainment provided or received in connection with Company business must:
  • Be reasonable in value and frequency;
  • Be customary and for legitimate business purposes;
  • Not be intended to influence or appear to influence a business decision;
  • Not be cash or cash equivalents (e.g., gift cards, vouchers);
  • Be accurately recorded in Supplier’s books and records;

Comply with all applicable laws and Company policies (if provided).

D. Third Parties and Subcontractors

Supplier shall not use agents, consultants, distributors, or other third parties to engage in conduct that would be prohibited if performed directly by Supplier.

  • Supplier shall:
  • Conduct appropriate due diligence on third parties engaged in connection with Company business;
  • Ensure such third parties are contractually bound to comply with anti-corruption laws and standards equivalent to this Code;

Remain fully responsible for the acts and omissions of such third parties.

E. Books, Records, and Internal Controls

  • Supplier shall:
  • Maintain accurate, complete, and transparent books and records reflecting all transactions;
  • Not establish or maintain any undisclosed or off-the-books accounts;
  • Implement internal controls reasonably designed to prevent and detect improper payments;

Retain supporting documentation for all payments and expenditures related to Company business.

Falsification of records or mischaracterization of transactions is strictly prohibited.

F. Reporting Obligations

  • Supplier shall promptly notify Company if it becomes aware of:
  • Any actual or suspected violation of this Section;
  • Any request or demand for an improper payment or benefit;

Any government investigation or enforcement action related to corruption.

Supplier shall cooperate fully with any investigation conducted by Company.

G. Training and Compliance Programs

  • Supplier is expected to:
  • Provide periodic anti-corruption training to relevant employees;
  • Maintain written anti-corruption policies appropriate to the nature and risk of its business;

Designate responsible personnel for compliance oversight, where appropriate.

7. Trade Compliance and Sanctions

  • Supplier shall comply with all applicable:
  • Export control laws
  • Economic sanctions
  • Customs regulations

Supplier must not engage in transactions involving restricted parties or prohibited jurisdictions.

8. Environmental Responsibility

Supplier shall operate in an environmentally responsible manner and comply with all environmental laws.

  • Expectations include:
  • Proper handling and disposal of hazardous materials
  • Monitoring and reduction of emissions, waste, and water usage
  • Maintenance of required environmental permits
  • Implementation of environmental management systems
  • Supplier is encouraged to:
  • Set measurable sustainability targets
  • Track and report environmental performance

9. Product Safety and Regulatory Compliance

  • Where applicable (especially for cosmetics, chemicals, and consumer goods), Supplier shall:
  • Ensure products and materials comply with all applicable regulatory frameworks (e.g., FDA, EU Cosmetics Regulation, REACH, etc.)
  • Provide accurate documentation (e.g., SDS, COA, technical dossiers)
  • Maintain traceability of raw materials and components

10. Conflicts of Interest

Supplier shall avoid any situation that creates, or appears to create, a conflict between Supplier’s interests and those of Company. Supplier shall act in a manner that ensures objective, fair, and independent business decisions.

A. Definition of Conflict of Interest

A “conflict of interest” arises when any personal, financial, or other interest interferes, or appears to interfere, with Supplier’s ability to act in the best interests of Company.

Conflicts may be actual, potential, or perceived, and all such situations must be disclosed.

B. Prohibited or Restricted Situations

Supplier shall not engage in any activity that improperly influences, or could reasonably be perceived to influence, business decisions involving Company, including but not limited to:

Financial interests (direct or indirect) in any entity that competes with or does business with Company in a manner that could affect Supplier’s objectivity;

Personal, familial, or close relationships with Company employees, officers, or contractors who have decision-making authority over Supplier selection, evaluation, or compensation;

Providing anything of value (including gifts, favors, employment opportunities, or preferential treatment) to Company personnel outside of permitted business courtesies;

Hiring or engaging current or former Company employees in a manner that creates undue influence or access to confidential information, without prior disclosure to Company;

Engaging in outside business activities that conflict with Supplier’s obligations to Company.

C. Disclosure Obligations

  • Supplier shall promptly disclose in writing to Company:
  • Any actual, potential, or perceived conflict of interest;
  • Any change in circumstances that may give rise to a conflict;

Any relationship or transaction that could reasonably be expected to affect impartial decision-making.

Such disclosure must be made prior to entering into the relevant transaction, or immediately upon becoming aware of the conflict.

D. Mitigation and Approval

  • Upon disclosure, Supplier shall:
  • Cooperate with Company in assessing the risk posed by the conflict;
  • Implement mitigation measures as directed or approved by Company;

Refrain from proceeding with the relevant activity unless and until Company provides written approval.

Company reserves the right, in its sole discretion, to determine whether a conflict is acceptable and what remedial actions are required.

E. Internal Controls

  • Supplier shall maintain reasonable internal controls and procedures designed to:
  • Identify and manage conflicts of interest;
  • Ensure employees are aware of and comply with conflict-of-interest policies;

Require periodic certifications or disclosures from relevant personnel, where appropriate.

F. Records and Transparency

Supplier shall maintain accurate records of all disclosed conflicts and related mitigation actions and shall provide such records to Company upon request.

G. Cooperation and Audit

Supplier shall fully cooperate with any inquiry, audit, or investigation conducted by Company relating to potential conflicts of interest and shall provide access to relevant information and personnel as reasonably requested.

H. Failure to Disclose

Failure to disclose a conflict of interest in accordance with this Section shall be deemed a material breach of this Code and may result in corrective action, suspension, or termination of the business relationship, in addition to any other remedies available to Company.

11. Business Records and Transparency

  • Supplier shall:
  • Maintain accurate and complete records
  • Ensure transparency in all business dealings
  • Provide documentation upon reasonable request

Falsification of records is strictly prohibited.

12. Responsible Sourcing and Subcontracting

Supplier shall ensure that all goods and services provided to Company are sourced and performed in a responsible, ethical, and compliant manner throughout its supply chain.

A. Due Diligence on Subcontractors and Suppliers

Supplier shall conduct appropriate risk-based due diligence prior to engaging any subcontractor, sub-supplier, or third party involved in the provision of goods or services to Company, including:

  • Assessment of legal compliance, financial stability, and operational capability;
  • Evaluation of labor, human rights, environmental, and anti-corruption practices;
  • Screening against applicable sanctions, restricted party lists, and enforcement databases;

Verification of licenses, certifications, and regulatory compliance where applicable (e.g., chemicals, cosmetics, packaging materials).

Supplier shall maintain records of such due diligence and provide them to Company upon request.

B. Flow-Down Obligations

  • Supplier shall ensure that all approved subcontractors and sub-suppliers:
  • Are contractually bound in writing to comply with standards no less stringent than those set forth in this Code;
  • Acknowledge and agree to comply with applicable laws and Company requirements;

Are informed of, and trained on, relevant compliance expectations where appropriate.

Supplier shall be responsible for ensuring continuous compliance by its subcontractors.

C. Full Responsibility and Liability

  • Supplier shall remain fully responsible and liable for:
  • The acts and omissions of its subcontractors and sub-suppliers;
  • Any breach of this Code or applicable laws by such parties;

The quality, safety, legality, and compliance of all goods and services delivered.

No subcontracting arrangement shall relieve Supplier of its obligations to Company.

D. Traceability and Transparency

  • Supplier shall maintain adequate systems to ensure full traceability of:
  • Raw materials, components, and finished goods;
  • Origin of materials and production locations;

All subcontractors and sub-suppliers involved in the supply chain.

Supplier shall disclose such information to Company upon request and promptly notify Company of any material changes in its supply chain.

E. Ongoing Monitoring

  • Supplier shall implement ongoing monitoring processes to ensure that subcontractors:
  • Continue to comply with this Code and applicable laws;

Address any identified risks or non-compliance issues in a timely manner.

Supplier shall take immediate corrective action where violations are identified.

F. Prohibited Practices

  • Supplier shall not engage subcontractors that:
  • Use forced labor, child labor, or other unlawful labor practices;
  • Are subject to sanctions or legal restrictions;
  • Fail to meet applicable regulatory requirements;

Have been previously rejected or disqualified by Company.

G. Notification Obligations

  • Supplier shall promptly notify Company of:
  • Any intended changes to subcontractors or key supply chain participants;
  • Any significant compliance risks or violations identified within its supply chain;

Any governmental investigation, enforcement action, or material incident involving a subcontractor.

H. Remediation and Replacement

  • Where a subcontractor fails to meet the requirements of this Code, Supplier shall:
  • Promptly implement corrective actions acceptable to Company;
  • Replace the subcontractor if remediation is not timely or effective;

Bear all costs associated with remediation, replacement, and any resulting disruption.

13. Monitoring, Audits, and Compliance

  • Company reserves the right to:
  • Conduct audits (announced or unannounced)
  • Request documentation demonstrating compliance

Supplier shall cooperate fully with such audits.

14. Reporting and Whistleblowing

  • Supplier shall:
  • Provide mechanisms for workers to report concerns anonymously
  • Prohibit retaliation against whistleblowers

Supplier is encouraged to report any violations of this Code to Company.

15. Violations, Remedies, and Indemnification

Supplier shall promptly notify Company upon becoming aware of any actual or suspected violation of this Code and shall fully cooperate in any reasonable investigation conducted by Company.

In the event of any violation of this Code, Company reserves the right, subject to applicable law and the terms of any governing agreement, to:

  • Require Supplier to implement prompt corrective actions, including the development and execution of a remediation plan reasonably acceptable to Company;
  • Suspend or terminate any current or future business relationship with Supplier for cause;
  • Withhold payments or seek reimbursement of amounts previously paid, to the extent permitted by applicable law and the applicable agreement.

Without limiting the foregoing, any violation of Section 6 (Anti-Corruption and Business Integrity) shall be deemed a material breach. Supplier acknowledges that any such violation may result in significant harm to Company, including reputational damage and regulatory exposure, the amount of which would be difficult to ascertain with certainty.

Accordingly, Supplier agrees that, in the event of a violation of Section 6, Supplier shall pay to Company, as liquidated damages and not as a penalty, an amount equal to ten percent (10%) of the total purchase amount paid to Supplier during the twelve (12) months preceding such violation. The parties agree that this amount represents a reasonable estimate of the damages likely to be incurred.

Company may, to the extent permitted by applicable law and the applicable agreement, offset such amounts against any amounts owed to Supplier.

In addition, Supplier shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to such violation.

Company reserves the right to pursue any other remedies available at law or in equity to the extent permitted by applicable law.

Supplier shall also be responsible for reasonable and documented costs incurred by Company in connection with investigations, audits, or remediation efforts resulting from Supplier’s non-compliance.

16. Acknowledgment; Binding Effect; Order of Precedence

Supplier acknowledges and agrees that this Code is an integral and binding condition of doing business with Company.

A. Binding Incorporation

This Code is hereby incorporated by reference into, and forms part of, all agreements, purchase orders, statements of work, and other commercial arrangements between Supplier and Company (collectively, “Agreements”), whether or not expressly referenced therein.

Supplier’s acceptance of any purchase order, engagement, or continuation of business with Company shall constitute Supplier’s acceptance of, and agreement to comply with, this Code.

B. No Defense of Lack of Notice

Supplier agrees that this Code is publicly available and accessible via Company’s website, and Supplier waives any claim or defense based on lack of receipt, review, or awareness of this Code.

C. Order of Precedence

In the event of any conflict or inconsistency between this Code and any Agreement:

This Code shall prevail with respect to matters relating to compliance, ethics, anti-corruption, labor and human rights, health and safety, environmental obligations, and business integrity;

The terms of the applicable Agreement shall prevail only with respect to commercial terms, including pricing, delivery, specifications, and payment terms, unless otherwise expressly stated in writing.

D. Minimum Standards; No Limitation

This Code establishes minimum compliance standards and shall not be interpreted to limit any broader or more stringent obligations imposed on Supplier under applicable law or under any Agreement.

E. Continuing Obligation

Supplier’s obligations under this Code shall apply throughout the duration of the business relationship and shall survive termination of any Agreement to the extent necessary to enforce compliance and remedies.

Last updated: April 2026