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              Grand Rapids MI USA, Jan 1 2015

Dear Business Partner:

Fabory is committed to the highest standards of product quality, honesty, fairness and business integrity. As a result, we, and all entities affiliated with our corporate parent, W.W. Grainger Inc. (“Grainger”) expect our business partners to maintain high ethical standards, adhere to all applicable laws, and avoid even the perception of impropriety or conflict of interest. This includes complying with the UK Bribery Act, the U.S. Foreign Corrupt Practices Act and similar laws.

To this end, we wish to inform all business partners that doing business with us is dependent upon your compliance with the attached Ethical Standards of Behavior and that going forward this requirement will be an integral part of our business relationship.

We thank you for your ongoing support and partnership.

Sincerely, 


Matthew Kelley

Managing Director Fabory North America
 

Ethical Standards of Behavior

1. You will use only legitimate and ethical business practices in the conduct of your business and comply fully with all laws applying to commercial or public sector corruption, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, laws  implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, local anti-corruption laws and laws prohibiting the payment or acceptance of commercial or public sector bribes, money laundering and terrorism.

2. Neither you nor any of your employees or agents will

a.   Pay, offer, promise, or authorize the payment, directly or indirectly, of any monies or anything of value to any person, including but not limited to any government official or employee, any political party or candidate for political office, or any employee or official of a public international organization, for the purpose of inducing or rewarding any favorable action or obtaining any improper advantage in any commercial transaction or in any governmental matter.

b.   Pay a gratuity, bribe or inducement to any government official, even if it appears customary or consistent with prevailing business practices. 

i.   Prohibited payments include, for example, any payment to a government immigration, labor or social security official to influence a decision in connection with Contractor; government purchasing agent to influence his decision to purchase products from Fabory /Grainger; any  payment to  customs officials to expedite the handling of products being imported or to reduce or minimize the amount of duty to be paid; any payment to  officials to reduce taxes or expedite the resolution of tax matters;  any payment of travel expenses; contribute to an election campaign of a candidate for government office,  or otherwise give a gift (other than of nominal value) to any to an official in any agency that may regulate Fabory’s /Grainger’s business or who is a current or potential customer or supplier.

c.   Will offer, or accept, an offer of gifts, samples or any other thing of value or similar inducement from to or from Fabory /Grainger or any customer.  

3. You will permit, upon the request of Fabory /Grainger, audits by Fabory /Grainger, and agree that such auditors will have full and unrestricted access to, and to conduct reviews of, all records related to the work performed for, or services or equipment provided to, Fabory /Grainger, and to report any violation of any of the United States Foreign Corrupt Practices Act, UK Bribery Act or any other applicable laws and regulations, with respect to:

  1. the effectiveness of existing compliance programs and codes of conduct

  2. the origin and legitimacy of any funds paid to Fabory /Grainger;

  3. its books, records and accounts, or those of any of its subsidiaries, joint ventures or affiliates, related to work performed for, or services or equipment provided to, Fabory /Grainger;

  4. all disbursements made for or on behalf of Grainger; and

  5. all funds received from Fabory /Grainger in connection with work performed for, or services or equipment provided to, Fabory /Grainger. 

4. You represent that you are not an agent, employee, officer, or representative of any government or any agency or other instrumentality of any government and will inform Fabory /Grainger of any change in such status or representation.

5. You will, and will cause your employees and agents to, cooperate fully in any investigation of your activities by Fabory /Grainger or any governmental, legal, or regulatory body.

6. Fabory /Grainger may withhold performance under its agreement with you in the event Fabory /Grainger has reason to believe you are the subject of an investigation into your activities by any governmental, legal, or regulatory body.  Fabory /Grainger may withhold such payment until such time as it is advised by such body that the investigation has been completed and that the body has concluded that you acted appropriately and in compliance with all applicable, laws, rules, and regulations and have been officially cleared of all wrongdoing.

7. If you violate any of the ethical standards set forth in our agreement with you, you will not be entitled to and hereby waive any right to claim or receive any compensation under this Agreement.

8. In the event you become aware of any ethical, compliance or business conduct issue related to Grainger, its products or any employee, agent or representative of Fabory /Grainger, you will, as soon as reasonably practicable, but no later than 30 days thereafter, notify Fabory /Grainger of such matter. Such notice may be provided anonymously via the Grainger hotline number: 1-888-873-3731, or to the General Counsel of W.W. Grainger Inc.

9. Annually, you will provide written certification of continued performance consistent with these standards, including without limitation, financial statements and information as may be reasonable requested by Fabory /Grainger.

10. You acknowledge that a violation of this Article will be a material breach of our agreement with you.   

11. You hereby certify that information supplied during any due diligence review was complete and accurate. You will inform Fabory /Grainger in writing of any material changes to the original information supplied during due diligence review and agree that Fabory /Grainger will have the right to review the appointment of you in such event. A material omission or misrepresentation of such information will constitute just cause for the immediate termination of our agreement with you without any liability whatsoever of Fabory /Grainger to you.