Vendor Code of Conduct
1. Purpose and Applicability:
2. Ethical Business Conduct and Compliance
The Vendor shall conduct its business with honesty, integrity, transparency, and professionalism, and shall not knowingly engage in any activity that may adversely affect the reputation, goodwill, or interests of Treet Group.
The Vendor shall adhere to the highest standards of moral and ethical conduct and shall not engage in any form of integrity violations, including Sanctionable Practices as defined under applicable regulations.
Vendors shall conduct business honestly, transparently, and ethically. Bribery, corruption, facilitation payments, kickbacks, fraud, misrepresentation, or unethical inducements are strictly prohibited.
2.1 Gifts, Favors, and Benefits
The Vendor shall under no circumstances offer, provide, or promise any gifts, favors, entertainment, hospitality, or any other benefits to any employee of Treet Group, including such employee’s close relatives, if such items could directly or indirectly be perceived to influence, induce, or reward any business decision, action, or inaction, or otherwise cause reputational, financial, or operational harm to Treet Group.
Without limitation, the Vendor shall:
i. Not provide any gifts or benefits, monetary or non-monetary, irrespective of value, unless expressly authorized in writing by Treet Group’s authorized officer.
ii. Ensure that any engagement with Treet Group employees is strictly professional and for legitimate business purposes.
iii. Promptly disclose in writing to Treet Group any offer, request, or acceptance of gifts, favors, or benefits by Vendor personnel or subcontractors, even if inadvertent.
iv. Violation of this clause shall constitute a material breach of this Code and may result in immediate suspension, withholding of payments, termination of contracts, and legal remedies available to Treet Group.
2.2 Conflicts of Interest
The Vendor shall avoid any real or apparent conflict of interest and promptly disclose any such situation to Treet Group. This includes situations where the Vendor or its personnel have financial interests that could influence or appear to influence their duties.
2.3 Misrepresentation and Fraud
The Vendor shall ensure that all information, documents, statements, proposals, invoices, certifications, and communications provided to Treet Group, whether prior to, during, or after the engagement, are true, accurate, complete, and not misleading in any material respect. The Vendor shall not engage in any act of misrepresentation, concealment, falsification, fraud, or other deceptive practices in connection with its engagement with Treet Group. Any violation of this clause shall constitute a material breach of this Code, entitling Treet Group to suspend or withhold payments, terminate the engagement immediately, and pursue all remedies available under law or contract. The Vendor shall promptly report any discovered errors, inaccuracies, or irregularities in its submissions. and cooperate fully in any investigation conducted by Treet Group.
2.4 Anti-Terrorism and Anti-Money Laundering
The Vendor shall not, directly or indirectly, engage in, support, or facilitate any act of terrorism, terrorist financing, or any transaction or activity that violates applicable anti-terrorism, anti-money laundering, or counter-proliferation laws and regulations of Pakistan or any other applicable jurisdiction. The Vendor shall implement and maintain policies, procedures, and controls to prevent its personnel, subcontractors, or agents from participating in or supporting such activities. Any violation of this clause shall constitute a material breach of this Code and the relevant agreement, entitling Treet Group to immediately suspend, withhold, or terminate the engagement and pursue all remedies available under law or contract.
The Vendor represents that neither it nor its directors, shareholders, affiliates, or key personnel are listed on any applicable sanctions, watchlists, or restricted party lists (including UN, EU, OFAC, or Pakistan-notified lists), and shall immediately notify Treet Group if this status changes.
3. Compliance with Applicable Laws
Each Vendor represents, warrants, and covenants that, at all times during its engagement with Treet Group, it shall fully comply with all applicable laws, regulations, rules, notifications, standards, and guidelines of the Islamic Republic of Pakistan, including but not limited to labor, employment, occupational health and safety, anti-corruption, environmental, tax, trade, and data protection laws, as well as any applicable laws of other jurisdictions in which it operates.
The Vendor shall establish, maintain, and continuously monitor robust internal policies, procedures, and compliance systems designed to ensure adherence to all applicable legal and regulatory requirements, including employment and labor laws, to prevent, detect, and remediate forced labor, child labor, human trafficking, slavery, or any other exploitation or abuse within its operations, supply chains, and subcontractors, to ensure that all its employees, subcontractors, and third-party agents are aware of, trained on, and comply with the Vendor’s labor, human rights, and anti-exploitation policies, to maintain accurate records and documentation evidencing compliance with labor standards and regulatory obligations and provide such records to Treet Group upon reasonable request; and to promptly report to Treet Group any actual, suspected, or potential violations of laws, labor standards, or human rights obligations relating to the engagement.
Failure to comply with this clause 3 shall be considered a material breach of this Code, entitling Treet Group to suspend, withhold, or terminate the engagement, and to pursue any remedies available under law or contract.
4. Labor, Human Rights, and Social Responsibility
The Vendor shall ensure compliance with minimum age requirements, avoid engaging children or persons under 18 in hazardous work, and pay wages in legal tender at regular intervals with proper documentation. Deductions shall only occur as permitted by law and communicated to employees.
The Vendor shall not engage in harassment, sexual harassment, exploitation, or abuse and shall have mechanisms for reporting and addressing such incidents without retaliation.
The Vendor shall implement policies ensuring a diverse, inclusive, and equitable workplace and take reasonable steps to prevent unlawful discrimination based on race, gender, religion, disability, and other protected characteristics.
5. Health, Safety, and Environment
The Vendor shall provide a safe and hazard-free work environment, provide necessary training, personal protective equipment, and identify and mitigate risks to health and safety. The Vendor shall comply with environmental laws, reduce waste, conserve natural resources, use energy-efficient practices, and take commercially reasonable measures to eliminate conflict minerals from products.
6. Payment Integrity, Invoicing, and Tax Compliance
The Vendor shall submit invoices that are true, accurate, complete, and fully compliant with all applicable laws, regulations, and contractual requirements. Each invoice shall accurately reflect the goods supplied or services performed and shall not be false, inflated, duplicated, or otherwise misleading in any manner. The Vendor shall maintain detailed and auditable records supporting all invoiced amounts and shall provide such records to Treet Group upon request for verification and audit purposes.
Payments to the Vendor shall be made exclusively through lawful banking channels, including crossed cheques, IBFT, RTGS, or other electronic transfer mechanisms approved by Treet Group. The Vendor shall comply with all applicable tax laws, rules, and regulations, and acknowledges that all payments are subject to applicable withholding taxes, statutory deductions, or other levies as required by law.
Treet Group shall have the absolute right to suspend, withhold, or defer any payment, in whole or in part, in the event of any breach or suspected breach by the Vendor of this Code, any contractual obligation, or any applicable law or regulation. Any such suspension, withholding, or deferment shall not constitute a breach or default by Treet Group.
For advance payments, mobilization payments, or other prepayments, Treet Group may, at its discretion, require the Vendor to deposit such funds into an escrow account maintained with a bank acceptable to Treet Group or provide security in the form of post-dated cheques, bank guarantees, or performance guarantees. Such measures are intended to secure the advance payments and ensure proper performance by the Vendor. Failure to comply with this requirement shall entitle Treet Group to withhold, recover, adjust, or set off the advance payment against any amounts due from the Vendor without liability.
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7. Quality, Performance, and Delivery Obligations
The Vendor shall deliver goods and perform services in strict accordance with the agreed specifications, quality standards, quantities, and timelines set forth in any agreement, purchase order, work order, statement of work, or other contractual document executed with Treet Group. The Vendor shall immediately notify Treet Group in writing of any circumstances that may result in a delay or deviation from the agreed schedule and shall propose corrective actions to mitigate such delays or deviations.
The Vendor shall implement appropriate quality control and assurance procedures to ensure that all goods and services meet the agreed specifications, applicable standards, and any regulatory requirements. Treet Group reserves the right to inspect, test, or audit any goods or services prior to acceptance, and the Vendor shall provide all necessary assistance, documentation, and access for such inspection.
In the event that the goods or services are found to be defective, non-conforming, or delayed, the Vendor shall, at its own cost and within a reasonable period as determined by Treet Group, promptly remedy, replace, or re-perform the affected goods or services. Repeated or material non-performance, delays, or failure to meet agreed quality standards shall constitute a material breach of this Code and may result in suspension of deliveries, withholding of payments, termination of contracts, and other legal remedies available to Treet Group.
The Vendor shall also maintain records of production, service delivery, and quality checks, and provide such records to Treet Group upon reasonable request to verify compliance with this clause.
The Vendor shall be solely responsible for the safe delivery of all goods to Treet Group and shall maintain adequate insurance at its own cost to cover loss, damage, theft, or any other risks during transit until the goods are received, inspected, and accepted by Treet Group. The Vendor shall provide evidence of such insurance upon request and shall promptly replace, repair, or compensate Treet Group for any loss or damage occurring during transit. Failure to maintain such insurance or to remedy loss or damage shall constitute a material breach of this Code and the relevant agreement. The Vendor shall maintain adequate commercial general liability, product liability, and professional indemnity insurance (as applicable) and provide evidence upon request.
8. Confidentiality, Data Security, and Intellectual Property
The Vendor shall strictly maintain the confidentiality of all non-public, proprietary, or confidential information of Treet Group, including technical, commercial, financial, strategic, and operational information, whether disclosed in writing, electronically, verbally, or through observation. The Vendor shall implement and maintain industry-standard and contractually specified data security measures to prevent unauthorized access, disclosure, alteration, or loss of such information. Any actual, suspected, or potential breach of confidentiality or data security must be reported immediately to Treet Group, and the Vendor shall cooperate fully in investigating, containing, and remedying the breach.
The Vendor shall not, under any circumstances, copy, reproduce, reverse engineer, use, disclose, distribute, or otherwise exploit any intellectual property of Treet Group or third parties, except as expressly authorized in writing by Treet Group. All intellectual property created, developed, or derived by the Vendor in the course of performing services or supplying goods to Treet Group shall remain the sole and exclusive property of Treet Group, and the Vendor hereby assigns all rights, title, and interest to Treet Group.
For the purposes of this Code, the term ‘Trademarks’ shall mean all trademarks, service marks, trade names, logos, brand names, symbols, designs, labels, get-up, and other brand identifiers appearing on or in connection with the Treet Group products, whether such Trademarks are (i) owned by a Treet Group entity, (ii) owned by third parties and lawfully licensed to a Treet Group entity, or (iii) used pursuant to co-branding, strategic alliance, or similar arrangements.
Vendors shall not use the Trademarks as part of their trade-name or of the name under which their business is conducted or permit to use a trademark or to use such Trademarks or any trademarks which shall be similar to or substantially similar to or so nearly resembles the Trademarks as to be likely to cause confusion or mistake or deceive the public.
Vendors undertake neither to do nor to permit to be done any act which would or might jeopardize or invalidate any registration of or the right of title of the owner of the Trademarks, not to apply to vary or cancel registered rights to the Trademarks nor to do any act which might support an application to remove the Trademarks from the register.
Any violation of this clause shall constitute a material breach of this Code and of any agreement with Treet Group, entitling Treet Group to immediate remedies, including injunctive relief, termination of the contract, withholding of payments, and pursuit of any damages available under law or contract.
9. Subcontracting, Audit, and Monitoring
The Vendor remains responsible for acts and omissions of subcontractors and supply chain partners. Treet Group reserves the right to audit or verify compliance with this Code upon reasonable notice.
10. Non-Compliance, Survival, and Precedence
Any breach of this Code may result in corrective actions, suspension, termination, or legal proceedings without prejudice to other rights or remedies.
The obligations under this Code, including ethical conduct, confidentiality, data protection, intellectual property, audit, reporting, and non-retaliation, shall survive the termination or expiry of any engagement.
This Code shall prevail over any prior or contemporaneous oral or written understanding, arrangement, or representation between the Vendor and Treet Group or its affiliates, to the extent of any inconsistency regarding ethical conduct, compliance, or standards of behavior.
Any breach of this Code shall be deemed a breach of the applicable agreement between the Vendor and Treet Group, entitling Treet Group to exercise all contractual, statutory, and equitable remedies available, including termination for cause.
11. Governing Law and Jurisdiction
This Code shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, and the courts at Lahore shall have exclusive jurisdiction.
Any failure or delay by Treet Group in enforcing this Code shall not constitute a waiver of any rights.
12. Protection Against Counterfeit Products
The Vendor represents, warrants, and undertakes that all goods, materials, components, or products supplied to Treet Group shall be genuine, authentic, and free from any unauthorized, imitation, or counterfeit parts or materials. The Vendor shall maintain effective processes to detect, prevent, and eliminate counterfeit or suspected counterfeit items from the supply chain.
The Vendor shall:
1. Implement and maintain procedures for verifying the authenticity and traceability of all products supplied to Treet Group.
2. Promptly notify Treet Group if it becomes aware or suspects that any goods supplied or to be supplied may be counterfeit or non-conforming.
3. Cooperate fully with Treet Group to investigate, quarantine, and remove any counterfeit or suspect counterfeit items, including the recall of goods if necessary.
4. Accept full liability for any losses, damages, or costs arising from the supply of counterfeit or unauthorized products, including but not limited to replacement costs, damages, and legal claims.
Failure to comply with this clause shall be considered a material breach of this Code and may result in suspension of deliveries, withholding of payments, termination of contracts, and any other remedies available to Treet Group under law or contract.
The Vendor shall fully cooperate with any recall, regulatory inquiry, or enforcement action relating to goods supplied, at its own cost.
13. Indemnifications:
The Vendor shall indemnify, defend, and hold harmless Treet Group, its affiliates, officers, and employees from and against any claims, losses, damages, liabilities, costs, or expenses arising from or relating to the Vendor’s breach of this Code, negligence, willful misconduct, or failure to comply with applicable laws or contractual obligations
14. Non-Exclusivity:
Nothing in this Code or any agreement between the Vendor and Treet Group shall be construed as creating an exclusive relationship. Treet Group reserves the right to engage, procure, or contract with any other vendors or service providers at its sole discretion, without restriction or liability to the Vendor.
15. Vendor Declaration and Undertaking
I/We hereby acknowledge that I/we have read, understood, and agree to comply with this Vendor Code of Conduct and undertake to ensure compliance by our employees, agents, and subcontractors.
