Supplier Code of Conduct

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Contents

1. 1Introduction
2. 2Policy Requirements
3. 3Applicability
4. 4Slavery and Human Trafficking
5. 5Compensation and Benefits
6. 6Work Hours
7. 7No Discrimination, Abuse, or Harassment
8. 8Health and Safety
9. 9Freedom of Association and Collective Bargaining
10. 10Environmental Protection
11. 11Gifts and Entertainment
12. 12Artificial Intelligence
13. 13Reporting Violations
14. 14Compliance with Laws
15. 15Termination
16. 16Signature Blocks

Section 1

Introduction

Corporate integrity, responsible product sourcing, and the safety and wellbeing of workers across the global supply chain are of paramount importance to AIRS Medical. These principles apply to all aspects of AIRS Medical’s business, and encompass all manufacturers, distributors, vendors, and other suppliers that distribute the products that AIRS Medical sells, distributes, markets, or otherwise do business with AIRS Medical (each a “Supplier” and collectively “Suppliers”).

These principles are reflected in this Code of Conduct (“Code of Conduct”), which establishes the minimum standards that must be met by any Supplier that sells goods to or does business with AIRS Medical, regarding: Supplier’s treatment of workers; workplace safety; the impact of Supplier’s activities on the environment; and Supplier’s ethical business practices.

Section 2

Policy Requirements

It is important that Supplier’s workers understand Supplier’s obligations under this Code of Conduct. Therefore, Supplier shall develop and maintain a similar policy containing equivalent or similar terms and conditions of this Code of Conduct as part of its corporate policies. Supplier shall make the policy available in a location that is accessible to its workforce. Supplier shall bear the entire cost of preparing, translating, and maintaining such policies.

Section 3

Applicability

This Code of Conduct applies to all Suppliers that provide goods to AIRS Medical; or otherwise do business with AIRS Medical. Supplier is responsible for compliance with the standards set out in this Code of Conduct throughout its operations and throughout its entire supply chain (“Standards”). 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, labour, immigration, health, worker safety, and the environment.

Supplier is responsible for compliance with the Standards by all of its suppliers, vendors, agents, and subcontractors and their respective facilities (“Partners”).

Section 4

Slavery and Human Trafficking

All labour must be voluntary. Supplier shall not support or engage in slavery or human trafficking in any part of its supply chain. Without limiting Supplier’s obligations hereunder, Supplier shall not, and shall ensure that its Partners do not, support or engage in, or require any: (a) compelled, involuntary, or forced labour; (b) labour to be performed by children or individuals below the minimum legal working age, or otherwise in circumstances where the performance of services would be unlawful or exploitative; (c) bonded labour, indentured labour and prison labour.

The following shall apply to the Supplier without limiting the Supplier’s obligations:

• Compliance and Documentation. Supplier shall implement and maintain a reliable system to verify the eligibility of all workers, including age eligibility and legal status of foreign workers. They shall also implement and maintain a reliable recordkeeping system regarding the eligibility of all workers.
• Hazardous Work. Supplier shall not, and shall ensure that its Partners do not, support, or engage in, or require any hazardous labour to be performed by any person under the age of 18. Hazardous labour involves any work, that by its nature or the circumstances in which the work is undertaken, involves the substantial risk of harm to the safety or health of the worker or coworkers if adequate protections are not taken.
• Identification Papers. Supplier shall not require any worker to surrender control over original: (i) identification papers or documents giving a foreign worker the right to work in the country; (ii) identification papers or documents, such as a passport, giving a foreign worker the right to enter or leave the country; or (iii) documents, such as a birth certificate, evidencing the worker’s age.
• Financial Obligations. Supplier shall not, whether or not as a condition to the right to work, require any worker (or worker’s spouse or family member) to directly or indirectly, pay recruitment or other fees or other amounts, incur debt, make financial guarantees, or incur any other financial obligation.
• Freedom of Movement. Supplier shall ensure that workers have the right to freedom of movement without delay or hindrance; the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation. Worker’s freedom of movement rights include each worker’s right to leave the facilities without retaliation: (i) at the end of each workday; (ii) based on reasonable health and safety-related justifications; and (iii) based on any reasonable circumstances, such as personal or family emergencies.
• Freedom to Terminate Employment. Supplier shall allow workers to terminate their employment or work arrangement without restrictions, and without the threat or imposition of any discipline, penalty, retaliation, or fine or other monetary obligation.

Section 5

Compensation and Benefits

Supplier must compensate all workers with wages, including overtime premiums, and benefits that at a minimum meet the higher of (a) the minimum wage and benefits established by applicable law; (b) collective agreements; (c) industry standards; (d) an amount sufficient to cover basic living requirements. Supplier shall make wage payments and provide benefits on a timely basis according to their employment or services agreements. Supplier’s obligation to compensate and provide benefits applies to all workers at all times, including during periods of training, apprenticeship, and probation.

Supplier shall (1) provide proof of payment to workers in the workers’ native language showing hours worked, wage amounts and rates (regular, overtime, bonus, or other discretionary remuneration), and deductions; (2) ensure that proof of payment is accurate, is clearly calculated, and enables workers to quickly verify the amount of payment and method of calculation; and (3) maintain proper documentation of wage payments for their internal controls.

Supplier shall not make any deductions from wages, except income tax withholdings and those that are legally allowed, or permitted methods are used without breaching any applicable labour code, laws, and regulations.

Section 6

Work Hours

6.1 Regular Work Hours

Supplier shall not require or allow workers to work more than the maximum legally permitted number of regularly paid hours worked per week.

6.2 Overtime Work Hours

Additional overtime hours are voluntary, and must not exceed the maximum legally permitted number of overtime hours worked per week.

6.3 Rest and Lunch Breaks

Supplier shall allow workers to take reasonable rest breaks, including bathroom breaks; and reasonable lunch breaks.

6.4 Other Requirements

Supplier shall not require workers to work more than a certain number of hours per continuous 24-hour period that may cause health effects in a harmful way; permit workers to take at least one regularly scheduled day off per seven-day schedule; not require workers who voluntarily work on their designated rest day to work on their designated rest day; not force workers to work on a nationally recognised or religious holiday; permit workers to take paid or unpaid leave as allowed by law; and not require or ask workers to take work home in a way to destroy adequate work-life balance.

6.5 Documentation

Supplier shall use an industry-accepted time-keeping system to track worker work hours and develop work-hour policies to ensure compliance with this Code of Conduct and applicable law.

Section 7

No Discrimination, Abuse, or Harassment

Supplier shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement, or any other employment practice based on race, colour, national origin, gender, gender identity, sexual orientation, military status, religion, age, marital or pregnancy status, disability, or any other characteristic other than the worker’s ability to perform the job.

Supplier shall treat workers with respect and dignity. Supplier shall not subject workers to corporal punishment, or physical, verbal, sexual, or psychological abuse or harassment. Supplier must not condone or tolerate such behaviour by its Partners.

Section 8

Health and Safety

Supplier shall provide a safe, healthy, and sanitary working environment. Supplier shall implement procedures and safeguards to prevent workplace hazards, and work-related accidents and injuries, including procedures and safeguards to prevent industry-specific workplace hazards, and work-related accidents and injuries, that are not specifically addressed in these Standards.

General and industry-specific procedures and safeguards include those relating to health and safety inspections; equipment maintenance; maintenance of facilities; worker training covering the hazards typically encountered in their scope of work; fire prevention; and documentation and recordkeeping. Supplier shall provide workers adequate and appropriate protective equipment to protect workers against hazards typically encountered in the scope of work.

Supplier shall:

• Ensure that all facilities meet all applicable building codes and industry design and construction standards;
• Obtain and maintain all construction approvals, zoning and use permits required by law;
• Ensure that all facilities have (i) an adequate evacuation plan; (ii) adequate, well-lit (including emergency lighting), clearly marked, and unobstructed emergency exit routes, including exit doors, aisles, and fire-rated enclosed stairwells; (iii) a sufficient number of emergency exit doors, which are located on all sides of each building, are unlocked from the inside, and are readily opened with a push bar with minimal force, and from the occupied side and swing in the direction of emergency travel; (iv) visible and accurate evacuation maps posted in the local language, and including a you are here mark; (v) adequate ventilation and air circulation, lighting, first aid kits and stations, fire safety, prevention, alarm, and suppression systems, access to potable water, and access to private toilet facilities; and
• Post safety rules, inspection results, incident reports, and permits, in each case, as required by law.

If Supplier provides dining facilities for its workers, it shall provide safe, healthy, and sanitary facilities (including food preparation and storage areas) that comply with all the Standards set out in the Health and Safety section of this Code of Conduct. Supplier shall maintain all food preparation permits and health certificates required by law.

Section 9

Freedom of Association and Collective Bargaining

To the extent the law permits, Supplier shall respect, and shall not interfere with, the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining. Supplier shall not: (a) take any action to prevent or suppress the workers’ exercise of freedom of association or collective bargaining rights; (b) discriminate or retaliate against, or discipline or punish, any worker who supports or exercises freedom of association or collective bargaining rights; (c) discriminate or retaliate against, or discipline or punish, any worker who raises collective bargaining compliance issues; or (d) discriminate or retaliate against, or discipline or punish, any worker based on union membership or the worker’s decision to join or not join a union.

Section 10

Environmental Protection

Supplier shall operate its facilities in compliance with all environmental laws, including laws and regulations relating to waste disposal, emissions, discharges, and hazardous and toxic material handling.

Supplier must ensure that the goods that it manufactures (including the inputs and components that it incorporates into its goods) and packaging materials comply with all environmental laws.

Section 11

Gifts and Entertainment

Supplier must maintain the appropriate ethical standards. Supplier must not offer cash, favours, gifts, or entertainment to AIRS Medical’s team members. Supplier shall also comply with applicable anti-bribery laws or regulations applicable to corrupt practices act.

Section 12

Artificial Intelligence

Supplier must adhere to responsible and ethical practices throughout the development and use of artificial intelligence. Supplier must be accountable for AI systems throughout the AI systems’ lifecycle and ensure that any development or use of AI systems is in compliance with all applicable laws, regulations, and contracts.

Supplier shall (a) ensure that any AI systems used or developed by Supplier are robust, secure, and safe throughout their entire lifecycle; (b) develop and use AI systems in a manner that respects human rights and human-centric values, including: (i) fairness, equality, inclusivity, diversity, privacy and data protection; and (ii) avoiding discrimination and bias. (c) be transparent about AI systems; (d) ensure the explainability, auditability, and traceability of AI systems used or developed by Supplier; and (e) establish and maintain appropriate governance, policies, and procedures that promote the responsible, accountable, and ethical use of AI systems.

Section 13

Reporting Violations

Supplier shall self-report any violations of the Code of Conduct. Supplier can also submit questions and comments regarding the Code of Conduct, to AIRS Medical’s representative at the time in active communication and contact.

Supplier shall not retaliate or take disciplinary action against any worker who has, in good faith, reported violations or questionable behaviour, or who has sought advice regarding this Code of Conduct.

Section 14

Compliance with Laws

Supplier shall comply with all applicable national and local laws and regulations, including laws and regulations relating to all the Standards. Where this Code of Conduct requires Supplier to meet a higher standard than set out by law or regulation, Supplier shall meet such higher standards. Supplier acknowledges that these Standards set out audit standards that AIRS Medical may use to determine whether Supplier is meeting the requirements set out in this Code of Conduct.

Supplier acknowledges that AIRS Medical may in its discretion conduct inspections of the facilities to confirm Supplier’s compliance with this Code of Conduct. AIRS Medical has no obligation to conduct inspections.

Section 15

Termination

AIRS Medical may immediately terminate its business relationship (including any purchase orders and purchase contracts) with Supplier if Supplier or its Partners fail to meet the Standards.