Basic Agreement for Huawei Supplier Qualification V1.0
Basic Agreement for Huawei Supplier Qualification
Part I: General Terms
1
The Parties
For the purpose of this Basic Agreement:
“Cooperation” shall mean the business relationship established between Huawei and Supplier for
the purpose of purchasing products and services by Huawei from the Supplier under this Basic
Agreement.
"Huawei" shall mean Huawei Investment & Holding Co., Ltd. and/or its global subsidiaries and
affiliates.
"Supplier" shall mean an enterprise, organization, or person, who agrees to be bound by this Basic
Agreement and wants to become or has been a supplier of Huawei.
Both of Huawei and Supplier can collectively be referred to as "Parties", or singularly as a "Party", as
the case maybe.
2
Components of this Basic Agreement
This Basic Agreement for Huawei Supplier Qualification ("Basic Agreement") is comprised of five
parts: ⑴ "General Terms", ⑵ "Non-Disclosure Agreement", ⑶ "Honesty and Integrity Commitment",
⑷ "Supplier's Corporate Social Responsibility Agreement" and ⑸ "Electronic Information Exchange
Agreement". All of the above five parts constitute contractual commitments with legal binding effect.
3
Amendments
Huawei reserves the right to amend this Basic Agreement from time to time. The amended version
shall replace the previous version on the date on which the amendment is published without any
further notice from Huawei. Supplier may query and/or download the latest version of Basic
Agreement from the Huawei Portal (www.huawei.com). If you do not accept the amended version,
you should immediately stop all businesses with Huawei, including new businesses that have not
been commenced as well as ongoing businesses for which the bidding or business negotiation
process is underway.
4
Entire Agreement
This Basic Agreement is the entire understanding between the Parties concerning the subject matter
hereof and supersedes all prior discussions, agreements, and representations, whether oral or
written, expressed or implied.
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5
Severability
If any clause in this Basic Agreement is held by competent judicial authority to be invalid in any
respect, such invalidity shall not affect the validity of the remainder of this Basic Agreement, provided
that such invalid clause does not materially affect the Parties' rights and obligations under this Basic
Agreement. The Parties shall negotiate in good faith to replace the invalid clause by such as has the
effect nearest to that of the clause being replaced.
6
Applicable Law and Dispute Resolution
(1) For a supplier registered in Mainland China, the following provisions shall apply:
This Basic Agreement shall be governed by and construed in accordance with the laws of
People's Republic of China, without reference to its conflict of law rules. Any dispute arising from
or in connection with this Basic Agreement shall be settled through friendly consultations
between the Parties. In case no settlement can be reached through friendly consultations, each
Party may file a suit to the court having jurisdiction in Longgang District, Shenzhen.
(2) For a supplier registered in a place other than Mainland China, the following provisions shall
apply:
This Basic Agreement shall be governed by and construed in accordance with the laws of
People's Republic of China, without reference to its conflict of law rules. Any dispute arising from
or in connection with this Basic Agreement shall be submitted to the Shenzhen Arbitration
Commission (SZAC) for arbitration in accordance with the SZAC's Arbitration Rules. The award
of the arbitration shall be final and legally binding on both Parties.
(3) In the event the Parties afterwards sign a Master Purchase Agreement ("MPA") or a specific
transaction agreement other than an MPA (collectively referred as the "Other Agreement"), and
such Other Agreement has an Applicable Law and Dispute Resolution provision different from
hereof, then the Parties agree that, the Applicable Law and Dispute Resolution provision in the
Other Agreement, shall take precedence over this Basic Agreement with retroactive effect.
7
Effect and Termination
This Basic Agreement shall come into effect immediately upon the supplier's clicking the Agree
button.
Party II: Non-Disclosure Agreement
1
Discloser and Recipient
For purposes of this Non-Disclosure Agreement ("Agreement"), the party disclosing Confidential
Information and the party receiving Confidential Information are individually referred to as the
"Discloser" and the "Recipient", respectively. Both the Discloser and the Recipient can be collectively
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referred to as "Parties".
2
Scope of Application
This Agreement governs the actions, rights, and obligations regarding the disclosure, usage, and
protection of Confidential Information before the Effective Date and during the term of the Basic
Agreement. The duties and obligations of each Party under this Agreement shall survive the
termination of the business relationship between the Parties until such time when the duties and
obligations lapse in accordance with Article 4 Exclusion to Confidential Information of this
Agreement.
3
Confidential Information
3.1 Confidential Information shall mean
(1) Any information or data which are disclosed to the Recipient under the terms of this Agreement,
including but not limited to trade secrets, know-how, research results, business plans, customer
information, financial data, document templates, programming specifications, development
processes, quality standards, contract clauses, and any information shall be kept confidential
that the Discloser receives from a third party;
(2) Any information that Supplier receives or learns from Huawei's customer during the Cooperation
between Parties, including but not limited to trade secrets, know-how, research results, business
plans, customer information, financial data, document templates, programming specifications,
development processes, quality standards, and contract clauses, whether in written, oral,
electronic, and physical form, and that either is deemed having a confidential value to Huawei's
customer, or Huawei's customer has a confidentiality obligation for. Article 3.2 Means of
Disclosure shall not bind the means of disclosing to or receiving information from Huawei's
customer.
3.2 Means of Disclosure
Confidential Information shall be disclosed in written and marked "CONFIDENTIAL", with the name of
the Discloser and the date of disclosure. If the Confidential Information is initially disclosed orally, it
shall be reduced to written form (including the date of the oral disclosure and name of the Discloser)
by the Discloser and submitted to the Recipient within fifteen (15) days of the first oral disclosure.
4
Exclusion from Confidential Information
Confidential Information in this Agreement shall not include any information:
(1) is published or becomes publicly available in any other form;
(2) is already known to the Recipient at the time of disclosure, and without a restriction on
confidentiality;
(3) is provided to the Recipient by a third party in a manner not infringing any other party's lawful
right nor breaching any relevant confidentiality obligations; and without a restriction on
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confidentiality;
(4) is independently developed by the Recipient without the use of any of the Confidential
Information;
(5) is explicitly approved for release by written authorization of the Discloser; or
(6) is explicitly approved for release by written authorization of Huawei's customer, if it is Huawei's
customer's Confidential Information.
5
Use Restrictions
The Recipient agrees to use Confidential Information only for the purposes of the Cooperation, and
shall:
(1) not reverse engineer, de-compile, or disassemble any Confidential Information;
(2) not disclose, publish, spread, or distribute Confidential Information to any third party other than
its employees who have the needs to know in order to perform their work, and such disclosure
shall be limited to the extent that the purpose of the Cooperation can be achieved;
(3) use reasonable care, but in no event less than the same degree of care that it uses to protect its
own confidential and proprietary information of similar importance, to prevent any unauthorized
use, disclosure, publication, or dissemination of Confidential Information;
(4) not use Confidential Information for its own benefits or those of any third party without prior
written permission from the Discloser; and
(5) Supplier shall not use Huawei's customer's Confidential Information for its own benefits or those
of any third party without prior written permission from Huawei's customer.
6
Mandatory Disclosure Exemption
The Recipient may disclose Confidential Information upon an order from a judicial or other
governmental administrative authority, provided that the Recipient shall:
(1) send the Discloser a reasonable notice prior to such disclosure for the Discloser to have a
reasonable opportunity to seek a protective order or the equivalent to prevent the Confidential
Information from further dissemination;
(2) if mandatory disclosure is related to Huawei's customer's Confidential Information, Supplier shall
send both Huawei and Huawei's customer a reasonable notice prior to such disclosure for
Huawei and/or Huawei's customer to have a reasonable opportunity to seek a protective order or
the equivalent to prevent the Confidential Information from further dissemination; and
(3) obtain a written assurance from the applicable judicial or administrative authority confirming that
it will afford the Confidential Information the highest level of protection under applicable law or
regulation.
7
Non-Publicity
Without a written permission from the other Party, neither party may publish the relationship between
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the Parties in any way, express or implied, through any media channel, including but not limited to,
official websites, newspapers, broadcasts, television, magazines, etc. Information regarding
Cooperation includes, without limitation, the relationship, the scope, value, and project of the
Cooperation, the content of any contracts, customer information, the future trends of the Cooperation,
etc.
8
Return or Destruction of the Confidential Information
(1) Upon termination of the Cooperation or the written request by the Discloser, the Recipient shall
immediately return and/or destroy all Confidential Information received from the Discloser during
the course of Cooperation, including but not limited to originals, photocopies, duplicates, and
summaries or abstracts of Confidential Information that exist in any form, and provide a written
confirmation to the Discloser for such destruction.
(2) As for Huawei's customer's Confidential Information, upon Huawei's customer's written request
or the termination of the Cooperation, Supplier shall immediately return and/or destroy, if
Huawei's customer so requests, all Confidential Information obtained during the Cooperation,
including but not limited to originals, photocopies, duplicates, and summaries or abstracts of
Confidential Information that exist in any form, and provide to Huawei a written confirmation for
such return or destruction, which should be countersigned by the said Huawei's customer.
9
Ownership
(1) All Confidential Information is and shall remain the property of the Discloser. Nothing in this
Agreement shall be construed as transferring or granting any express or implied license under
the Confidential Information of the Discloser, nor shall the Recipient use Confidential Information
outside the scope of the Cooperation.
(2) For the Confidential Information provided by Huawei's Customer, Huawei's customer shall be
deemed as the owner. Nothing in this Agreement shall be construed as transferring or granting
any express or implied license under the Confidential Information of Huawei's customer. Supplier
shall not use Huawei's customer's Confidential Information outside the scope of the Cooperation
or any limitation imposed by Huawei's customer in writing.
10 No Warranty
(1) Unless otherwise agreed to between the Parties, all the Confidential Information is provided "AS
IS" without warranty of any kind. The Recipient agrees that the Discloser shall not be liable to the
Recipient for any losses of whatsoever nature arising from or relating to Recipient's use or not
being able to use such Confidential Information.
(2) Huawei makes no warranties or presentations to Supplier with respect to Huawei's customer's
Confidential Information and shall not be liable to Supplier for any losses of whatsoever nature
arising from or relating to Supplier's use or not being able to use such Confidential Information.
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11 Liabilities
(1) Both Parties expressly agree that due to the unique nature of Confidential Information, monetary
damages may be inadequate to compensate the Discloser's losses for any breach of the
Agreement by the Recipient. Therefore, in order to provide more effective protection for their
interests, the Parties agree and acknowledge that upon any such breach or any threat thereof, in
addition to any other remedies available at law, in equity, or otherwise,
(i)
the Discloser shall be entitled to obtain an injunctive relief against the breach or threatened
breach of the Agreement by the Recipient, without the necessity of proving any actual
damages;
(ii) the Discloser shall be entitled to be compensated by the Recipient for any and all losses or
damages, including without limitation, attorney's fees, court costs, and any costs or
expenses arising out of or in connection with any breach of Recipient's obligations under
this Agreement or the unauthorized use or disclosure of Discloser's Confidential Information;
and
(iii) the Recipient shall defend, indemnify, and hold harmless the Discloser against any
third-party claim, including but not limited to claim by Huawei's customer, arising from or in
connection with Recipient's breach of this Agreement.
(2) Supplier acknowledges and agrees that in the event its breach or threatened breach of this
Agreement involving Huawei's customer's Confidential Information, Huawei shall be entitled to
make claim against Supplier and take any protective measures on behalf of Huawei's customer
in accordance with this Agreement; and that the aforesaid notwithstanding, Huawei shall not be
jointly liable with its customer.
Part III: Honesty and Integrity Commitment
1
Preface
In order to protect the legitimate business rights and interests during the course of Cooperation
between Supplier and Huawei, to fully demonstrate the spirits of fairness, impartiality, honesty, and
faithful cooperation with Huawei, to combat commercial bribery, unfair competition, and commercial
frauds, as well as to establish mutual cooperation based on trust and honesty, Supplier makes the
following commitments and presentations to Huawei.
2
Commitments
(1) Supplier shall comply with the applicable laws and regulations and other rules relating to fair
trade, honesty, and self-disciplined anti-corruption practice, and conduct regular training on
honesty and integrity for its employees so as to ensure that they possess professional integrity
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and follow sound business behavior.
(2) Supplier shall forbid any form of bribery to Huawei's employees, including but not limited to:
(i)
providing as gifts any cash, securities, payment vouchers, communication equipment,
vehicles, stationery or office goods of high value, other valuables, etc.;
(ii) organizing without the prior written consent of Huawei any of the following activities
participated by Huawei's employees, including but not limited to tourist travels,
entertainment of high consumption, or travels to scenic resorts under false pretences of
business meetings, except if the aforesaid activities are paid for by Huawei;
(iii) any forms of bribery to Huawei's current or past employees through an agent, such as
through a "consultancy" or other intermediaries by signing "consultant agreements" and
paying "consultant fees"; and
(iv) any forms of bribery as defined by the applicable laws or regulations.
(3) Supplier shall support Huawei in building a business culture of honesty and integrity by rejecting
any solicitation for kickbacks and favors from Huawei's employees during the course of
day-to-day business, and immediately filing a report to Huawei Procurement Inspection Dept
through the channels listed hereunder upon occurrence of such solicitation. Supplier further
acknowledges that its failure to reject or report such solicitation or its agreement to satisfy such
solicitation shall be deemed as committing bribery by itself.
COMPLAINT CHANNELS:
E-MAIL: PURCHASE_AUDIT@HUAWEI.COM
TEL: +86-755-28786148
FAX: +86-755-28789314
(4) Supplier shall make voluntary self-declaration regarding any affiliated relation and conflict of
interest as set forth below:
(i)
Supplier shall voluntarily disclose to Huawei in the manner as requested by Huawei whether
it is a Conflict of Interest Supplier of Huawei. (A supplier will be regarded as a Conflict of
Interest Supplier in any of the following situations: (a) any current Huawei employee is an
investor of the supplier; (b) any current Huawei employee fills a part-time position in the
supplier; (c) any main relative of a current Huawei employee is an investor of the supplier; (d)
any main relative of a current Huawei employee works for the supplier; or (e) any former
employee of Huawei becomes an investor of the supplier or works for the supplier after
he/she left Huawei.) Supplier shall not set up a business with a Huawei employee or his/her
relatives, or allow them to be a shareholder of Supplier's business for the purpose of
receiving unlawful or unethical gains from Supplier.
(ii) Supplier shall make a voluntary self-disclosure in the bidding process involving Huawei, on
whether there are any affiliated relations ("affiliated relations" mean the relations between
the proprietary shareholder, actual controller, director, supervisor and senior manager of a
business entity with the entities which are directly or indirectly under their control, and other
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relations which may lead to transfer of the business entity’s interests) between Supplier and
other bidder(s).
(5) Supplier shall carry out the spirit of integrity and good faith throughout the course of its business
with Huawei and at a minimum comply with the following:
(i)
Do not supply to Huawei any products or materials which to Supplier's knowledge are not in
conformity with the agreed quality standards or technical specifications.
(ii) Do not promote to Huawei any products or materials which are against the future trend of
the industry or do not match Huawei's technical development roadmap.
(iii) Make sure that all documents, information, data, statements, and oral representations
provided to Huawei are true and correct.
(iv) Strictly comply with all the commitments made, and all contracts, agreements, and
memorandums signed with Huawei; ensure that products or services are provided to
Huawei on time, in agreed quantity, and with agreed quality; and be reasonable in making
quotations to Huawei without any fraudulent statements or misrepresentation, and avoid
profiteering.
(v) Do not collude, induce, or influence any third party such as a supervisory company or its
personnel in any attempt to undermine their duty on quality supervision, or to intentionally
conceal any product or service quality issues which are known or shall be known.
3
Liabilities
Because Supplier's breach of its commitment herein may result in irreparable economic harm and all
kinds of legal consequences detrimental to Huawei, Supplier shall assume the following liabilities in
the event there is a breach by Supplier or its personnel of one or more provisions herein:
(1) Huawei is entitled to disqualify Supplier as Huawei's supplier, unilaterally terminate the
procurement agreement without liability therefrom, put Supplier on Huawei's blacklist of
suppliers, and reserve the right to take any further action available under law against Supplier.
Huawei's rights to claim against Supplier for damages and compensation shall survive the
change and termination of the procurement business relationship between the Parties.
(2) Supplier shall refund to Huawei all the improper profits gotten from bribery, and pay to Huawei a
one-off liquidated damage in the amount of fifteen percent (15%) of the total procurement
amount, i.e. PO amount, including all paid as well as unpaid amounts occurred during the period
from the date when the bribery first occurs until the bribery is discovered.
(3) Supplier shall refund to Huawei all the improper profits gotten from the behavior of not voluntarily
disclosing the Conflict of Interest Supplier and/or affiliated relation, and pay to Huawei a one-off
liquidated damage in the amount of fifteen percent (15%) of the total procurement amount, i.e.
PO amount, including all paid as well as unpaid amounts occurred during the period from the
date when Supplier fails to report the affiliated transaction to the date when the transaction is
discovered.
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(4) Supplier shall indemnify Huawei for all the costs and losses incurred by Huawei arising from or in
connection with Supplier's breach herein, including but not limited to production delays, cost
increase due to change to a new supplier, and fines or penalties imposed by governmental
authorities.
Huawei is entitled to offset the above amount from any amount payable from Huawei to Supplier.
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Part IV Supplier Corporate Social Responsibility Agreement
This Supplier Corporate Social Responsibility Agreement ("Agreement") is formulated based on the
Electronic Industry Citizenship Coalition Code of Conduct (hereinafter referred to as "the Code",
http://www.eiccoalition.org) which establishes standards to ensure that working conditions in the global
electronics supply chain are safe, that workers are treated with respect and dignity, and that business
operations are environmentally responsible and ethically compliant.
Fundamental to adopting the Code is the understanding that all businesses must operate in full
compliance with the laws, rules and regulations of the countries in which they operate. It is encouraged
that Supplier go beyond the aforesaid legal responsibilities by benchmarking internationally recognized
standards, so as to advance its social and environmental responsibilities and compliance with ethical
rules.
Upon execution of this Agreement, both Parties agree to adhere to the principles set forth in the Code and
to plan and implement such principles in their respective organizations. Additionally, Supplier shall have
its downstream suppliers understand the Code and implement the Corporate Social Responsible (CSR)
principles contained in the Code, so that the principles are carried out throughout its supply chain.
Huawei reserves the right to audit Supplier's performance on implementing CSR principles upon a
reasonable prior notice to Supplier.
The Code is comprised of five sections:
Sections 1 to 3 outline standards for labor, health and safety, and environment, respectively. Section 4
provides guidelines on how to comply with the requirements set forth in the Code. Section 5 describes the
standards and norms relating to business ethics. Details are as follows:
1. Labor
1.1. Freely Chosen Employment
Forced, bonded (including debt bondage) or indentured labor, or involuntary prison labor shall not to
be used. All work must be voluntary, and workers shall be free to leave or terminate their employment
anytime upon reasonable notice. Workers shall not be required to surrender government-issued
identification, passports, or work permits to Supplier or labor agents as a condition of employment.
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1.2. Child Labor Avoidance
Child labor is not to be used in any stage of the supply chain. The term "child" refers to any person
under the age of 15 (or 14 where the law of the country permits), or under the age for completing
compulsory education, or under the minimum age for employment in the country, whichever is
greatest. The use of legitimate workplace apprenticeship programs, which comply with all laws and
regulations, is supported. Workers under the age of 18 shall not perform work that is likely to
jeopardize the health or safety of young workers.
1.3. Working Hours
Studies of business practices clearly link worker strain to reduced productivity, increased turnover
and increased injury and illness. Workweeks are not to exceed the maximum set by local law. Further,
a workweek should not be more than sixty (60) hours per week, including overtime, except in
emergency or unusual situations. Workers shall be allowed at least one (1) day off per seven-day
week.
1.4. Wages and Benefits
Compensation paid to workers shall comply with all applicable wage laws, including those relating to
minimum wages, overtime hours and legally mandated benefits. In compliance with local laws,
workers shall be compensated for overtime at pay rates greater than regular hourly rates. Deductions
from wages as a disciplinary measure shall not be permitted. The basis on which workers are being
paid is to be provided in a timely manner via pay stub or similar documentation.
1.5. Humane Treatment
There is to be no harsh and inhumane treatment including any sexual harassment, sexual abuse,
corporal punishment, mental or physical coercion or verbal abuse of workers; nor is there to be the
threat of any such treatment. Supplier's disciplinary policies and procedures shall be clearly defined
and communicated to workers.
1.6. Non-Discrimination
Supplier shall be committed to a workforce free of harassment and unlawful discrimination. Supplier
shall not engage in discrimination based on race, color, age, gender, sexual orientation, ethnicity,
disability, pregnancy, religion, political affiliation, union membership or marital status in hiring and
employment practices such as promotions, rewards, and access to training. In addition, workers or
potential workers shall not be subjected to medical tests that could be used in a discriminatory way.
1.7. Freedom of Association
Open communication and direct engagement between workers and management are the most
effective ways to resolve workplace and compensation issues. Supplier shall respect the rights of
workers to associate freely, join or not join labor unions, seek representation, join workers' councils in
accordance with local laws. Workers shall be able to communicate openly with management
regarding working conditions and management practices without fear of reprisal, intimidation, or
harassment.
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2. Health and Safety
Supplier shall recognize that in addition to minimizing the incidence of work-related injury and illness,
a safe and healthy work environment enhances the quality of products and services, consistency of
production and worker retention and morale. Supplier shall also recognize that ongoing worker input
and education is essential to identifying and solving health and safety issues in the workplace.
Recognized management systems such as OHSAS 18001 and ILO Guidelines on Occupational
Safety and Health were used as references in preparing the Code and may be a useful source of
additional information.
The health and safety standards are:
2.1. Occupational Safety
Workers exposure to potential safety hazards (e.g., electrical and other energy sources, fire, vehicles,
and fall hazards) are to be controlled through proper design, engineering and administrative controls,
preventative maintenance and safe work procedures (including lockout / tag out), and ongoing safety
training. Where hazards cannot be adequately controlled by these means, workers are to be provided
with appropriate, well-maintained, personal protective equipment. Workers shall not be disciplined for
raising safety concerns.
2.2. Emergency Preparedness
Emergency situations and events are to be identified and assessed, and their impact minimized by
implementing emergency plans and response procedures, including: emergency reporting, employee
notification and evacuation procedures, worker training and drills, appropriate fire detection and
suppression equipment, adequate exit facilities and recovery plans.
2.3. Occupational Injury and Illness
Procedures and systems are to be in place to prevent, manage, track and report occupational injury
and illness, including provisions to: (1) encourage worker reporting; (2) classify and record injury and
illness cases; (3) provide necessary medical treatment; (4) investigate cases and implement
corrective actions to eliminate their causes; and (5) facilitate return of workers to work.
2.4. Industrial Hygiene
Worker exposure to chemical, biological and physical agents is to be identified, evaluated, and
controlled. Engineering or administrative controls must be used to control overexposure. When
hazards cannot be adequately controlled by such means, worker health is to be protected by
appropriate personal protective equipment programs.
2.5. Physically Demanding Work
Worker exposure to the hazards of physically demanding tasks, including manual material handling
and heavy or repetitive lifting, prolonged standing and highly repetitive or forceful assembly tasks is
to be identified, evaluated and controlled.
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2.6. Machine Safeguarding
Production and other machinery are to be evaluated for safety hazards. Physical guards, interlocks
and barriers are to be provided and properly maintained where machinery presents an injury hazard
to workers.
2.7. Sanitation, Food, and Housing
Workers are to be provided with ready access to clean toilet facilities, potable water and sanitary food
preparation, storage, and eating facilities. Worker dormitories provided by Supplier or a labor agent
are to be maintained clean and safe, and provided with appropriate emergency egress, hot water for
bathing and showering, and adequate heat and ventilation and reasonable personal space along with
reasonable entry and exit privileges.
3. Environmental
Supplier shall recognize that environmental responsibility is integral to producing world-class
products. In manufacturing operations, adverse effects on the community, environment and natural
resources are to be minimized while safeguarding the health and safety of the public.
Recognized management systems such as ISO 14001, the Eco Management and Audit System
(EMAS) were used as references in preparing the Code and may be a useful source of additional
information.
The environmental standards are:
3.1. Environmental Permits and Reporting
All required environmental permits (e.g. discharge monitoring), approvals and registrations are to be
obtained, maintained and kept current and their operational and reporting requirements are to be
followed.
3.2. Pollution Prevention and Resource Reduction
Waste of all types, including water and energy, are to be reduced or eliminated at the source or by
practices such as modifying production, maintenance and facility processes, materials substitution,
conservation, recycling and re-using materials.
3.3. Hazardous Substances
Chemical and other materials posing a hazard if released to the environment are to be identified and
managed to ensure their safe handling, movement, storage, use, recycling or reuse, and disposal.
3.4. Wastewater and Solid Waste
Wastewater and solid waste generated from operations, industrial processes and sanitation facilities
are to be characterized, monitored, controlled and treated as required prior to discharge or disposal.
3.5. Air Emissions
Air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone depleting
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chemicals, and combustion by-products generated from operations are to be characterized,
monitored, controlled, and treated as required prior to discharge.
3.6. Product Content Restrictions
Supplier shall adhere to all applicable laws, regulations and customer requirements regarding
prohibition or restriction of specific substances, including labeling for recycling and disposal.
4. Management System
Supplier shall adopt or establish a management system whose scope is related to the content of this
Code. The management system shall be designed to ensure: (1) compliance with applicable laws,
regulations and customer requirements related to the participant's operations and products; (2)
conformance with the Code; and (3) identification and mitigation of operational risks related to the
Code. The management system should also facilitate continual improvement.
The management system should contain the following elements:
4.1. Company Commitment
A corporate social and environmental responsibility policy provides statements affirming Supplier's
commitment to compliance and continual improvement, endorsed by executive management.
4.2. Management Accountability and Responsibility
Supplier clearly identifies company representative[s] responsible for ensuring implementation of the
management systems and associated programs. Senior management reviews the status of the
management system on a regular basis.
4.3. Legal and Customer Requirements
Supplier shall identify, monitor, and understand all applicable laws, regulations, and customer
requirements, including the requirements of the Code.
4.4. Risk Assessment and Risk Management
Supplier shall have a process to identify the environmental, health and safety and labor practice risks
associated with its operations. Determination of the relative significance for each risk and
implementation of appropriate procedural and physical controls to ensure regulatory compliance to
control the identified risks is required.
[Areas to be included in a risk assessment for environmental health and safety are production areas,
warehouse and storage facilities, plant/facilities support equipment, laboratories and test areas,
sanitation facilities (bathrooms), kitchen/cafeteria and worker housing/dormitories.]
4.5. Improvement Objectives
Supplier shall have written performance objectives, targets and implementation plans to improve its
social and environmental performance, including a periodic assessment of Supplier's performance in
achieving those objectives.
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4.6. Training
Programs for training managers and workers to implement Supplier's policies, procedures, and
improvement objectives and to meet applicable legal and regulatory requirements are required.
4.7. Communication
Processes for communicating clear and accurate information about Supplier's performance, practices,
and expectations to workers, suppliers, and customers shall be in place.
4.8. Worker Feedback and Participation
Ongoing processes to assess employees understanding of and obtain feedback on practices and
conditions covered by the Code and to foster continuous improvement are required.
4.9. Audits and Assessments
Supplier shall conduct periodical self-evaluations to ensure conformity to legal and regulatory
requirements, the content of the Code and customer contractual requirements related to social and
environmental responsibility.
4.10. Corrective Action Process
A process for timely correction of deficiencies identified by internal or external assessments,
inspections, investigations and reviews shall be in place.
4.11. Documentation and Records
Supplier shall create and maintain documents and records to ensure regulatory compliance and
conformity to company requirements along with appropriate confidentiality to protect privacy.
5. Ethics
To meet social responsibilities and to achieve success in the marketplace, Supplier shall uphold the
highest standards of ethics including:
5.1. Business Integrity
The highest standards of integrity are to be expected in all business interactions. Supplier shall
prohibit any and all forms of bribe, corruption, extortion and embezzlement (covering promising,
offering, giving or accepting any bribes). All business dealings should be transparently perform ed
and accurately reflected on Supplier's business books and records. Monitoring and enforcement
procedures shall be implemented to ensure compliance with anti-corruption laws.
5.2. No Improper Advantage
Bribes or other means of obtaining undue or improper advantage are not to be offered or accepted.
5.3. Disclosure of Information
Information regarding business activities, structure, financial situation and performance is to be
disclosed in accordance with applicable regulations and prevailing industry practices. Falsification of
records or misrepresentations of conditions or practices are unacceptable.
5.4. Intellectual Property
Intellectual property rights are to be respected; transfer of technology and know-how is to be done in
a manner that protects intellectual property rights.
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5.5. Fair Business, Advertising and Competition
Standards of fair business, advertising, and competition are to be upheld. Means to safeguard
customer information should be available.
5.6. Protection of Identity
Programs that ensure the confidentiality and protection of Supplier and employee Whistleblower are
to be maintained.
(Whistleblower shall mean any person who makes a disclosure about improper conduct by an
employee or officer of a company, or by a public official body.)
The five sections above are based on the Code, and the following Section 6 is Huawei's further
expectations to Supplier.
6. Huawei's Further Expectations
Supplier shall respect internationally proclaimed human rights and should avoid being complicit in
human right abuses of any kind. Supplier shall respect the personal dignity, privacy, and rights of
every individual.
Supplier is expected to demonstrate the awareness of energy saving and emission reduction where
applicable. Additionally, Supplier is expected to increase usage of green packaging (recyclable,
reusable, etc.) where feasible.
Supplier shall inform Huawei if tantalum, tin, tungsten, and gold (3TG) sourced from the Democratic
Republic of Congo or the surrounding countries of Sudan, Uganda, Rwanda, Burundi, the United
Republic of Tanzania, Zambia, Angola, Congo, or Central African Republic are used in Supplier’s
products.
Part V: Electronic Information Exchange Agreement
This Electronic Information Exchange Agreement ("Agreement") is to govern the activities of exchanging
electronic information between the Parties through Huawei's Supplier Relationship Management (SRM)
system and to set forth the legal effect of such information exchange.
1. Legal Effect of Information Exchanged Through SRM
Parties hereby undertake and agree that any information officially submitted and affirmed through the
SRM system, including but not limited to any contracts, statements, offers, acceptances, and
itemized lists, shall have been properly authorized by each Party and have legally binding effect upon
the Parties the same as physical written contracts including appendixes (if applicable).
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2. Parties' Rights and Obligations
2.1. Huawei's Rights and Obligations
(1) Huawei has the right to review and approve at its sole discretion Supplier's application for
Huawei's permission for Supplier to obtain, modify, or terminate the use of the SRM system.
(2) Huawei reserves the right to modify all or any part of the services of the SRM system at any time
without prior notice.
(3) Huawei reserves the right to delete or dispose in a restrictive manner the following information or
programs without prior notice:
(i)
any information which is, including without limitation, fraudulent, threatening, or false;
(ii) any information which is irrelevant to the SRM system or is submitted for purposes other
than "procurement – supply";
(iii) any information involving malicious bids or is intended to disrupt the order of normal
transactions;
(iv) any information that causes or is likely to cause damage to the legitimate interests of
Huawei and/or other users of the SRM system;
(v) any information that has content in violation of the law or against public interests of the
society;
(vi) any information or program that threatens or is likely to threaten the security of the operation
of the SRM system.
(4) After Supplier's use of the SRM system is terminated for any reason, Huawei is entitled but not
obligated to maintain or migrate Supplier's data in the system, including but not limited to
Supplier's basic information, transaction records, etc.
2.2. Supplier's Rights and Obligations
(1) Supplier may submit the application for Huawei's permission to use, modify, or terminate
Supplier's use of the SRM system, and receive an account name and password after its
application is approved by Huawei.
(2) Supplier shall ensure that any and all data and information submitted to the SRM system are
truthful and accurate and are updated immediately upon any change of such data and
information.
(3) Supplier shall not transfer its user account and password of the SRM system to others or
authorize others to use its user account and password by any means. Supplier shall take overall
responsibility for any and all activities and events carried out under its account.
(4) Supplier shall ensure that any and all its actions in the SRM system are conducted in honesty
and good faith and shall comply with the laws and regulations of the jurisdiction where Suppler
resides, as well as social norms, public interests, and user guidelines of the SRM system.
Supplier shall exclusively assume legal responsibility and liability for any legal consequence as a
result of its use of the system.
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(5) Supplier shall not copy, modify, translate, or otherwise reproduce in any other derivative form,
any data, content, or information in the SRM system, including without limitation, bidding
documents, contracts, or quotations, and shall not use such reproduction for publication, public
demonstration, internet hyperlink or transmission, uploading onto other Internet servers by
"mirror imaging", storing into other information retrieval/index system, or for any other
commercial purposes.
(6) Supplier shall not use the following methods for logging in to the SRM system or take any action
that will cause damage to the system or its services:
(i)
Access to or logging in to the SRM system by any automatic methods, including but not
limited to robotic software, screen-refreshing software, or any automatic re-visiting software;
(ii) Any actions that cause or are likely to cause unreasonable or disproportionate heavy loads
to the internal structure of the SRM system;
(iii) Interference or attempt to interfere with the normal functioning of the SRM system or any
activity carried out over the system.
3. Intellectual Property
Huawei is the legitimate owner of all intellectual property rights of all software, programs, and content
used on the SRM system, which include, without limitation, work products, pictures, logos, records,
data, and web page designs. Such intellectual property rights include but are not limited to copyrights,
trademarks, patents, and other exclusive rights, which are all protected by applicable laws.
4. Liabilities
Supplier acknowledges and agrees that any breach of this Agreement may cause serious harm to
Huawei. Once a breach occurs, Supplier shall cure such breach within five (5) calendar days and
compensate Huawei for all losses and damages (including any and all direct, indirect, punitive,
special, or consequential damages) incurred by Huawei therefrom.
5. Disclaimer
(1) SUPPLIER ACKNOWLEDGES AND AGREES THAT ALL THE DATA AND INFORMATION
PROVIDED BY HUAWEI THROUGH THE SRM SYSTEM ARE PROVIDED "AS IS". HUAWEI
HEREBY DOES NOT PROVIDE WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
(2) HUAWEI DOES NOT PROVIDE ANY WARRANTY AS TO THE ACCURACY, TIMELINESS, OR
COMPLETENESS OF ANY INFORMATION IN THE SRM SYSTEM.
(3) IN NO EVENT SHALL HUAWEI BE LIABLE TO SUPPLIER FOR ANY DIRECT, INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY OTHER
LOSSES ARISING FROM OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE
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THE SRM SYSTEM OR THE INFORMATION TRANSFERRED THROUGH THE SRM SYSTEM,
WHETHER BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR A
JUDGMENT BY A COURT OF COMPETENT JURISDICTION, EVEN HUAWEI HAS BEEN
ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF ANY SUCH DAMAGE.
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