Supplier Terms & Conditions
M-KOPA Standard Purchase Order Terms & Conditions
In the absence of such valid written agreement, duly executed by both parties, then these Terms provide you (“Seller”) with the guidelines and legal stipulations of your purchase order (“Order”) with the relevant M-KOPA Group entity (as applicable, the “Purchaser”) for the goods and/or services that are described on the face of the Order. The M-KOPA Group consists of M-KOPA Holdings Limited and each of its direct and indirect subsidiaries including M-KOPA Kenya Limited, M-KOPA Uganda Limited, M-KOPA Solar Tanzania Limited, M-KOPA Hong Kong Limited, M-KOPA Ghana Limited and M-KOPA Solar Nigeria Limited.
1. Acceptance & Terms & Conditions
Seller accepts this Order and any amendments by signing the acceptance copy of the Order and returning it to Purchaser promptly. Even without such written acknowledgement, Seller’s full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of this Order, Seller agrees to be bound by and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in this Order.
These Terms apply to everything listed in this Order and constitute Purchaser’s offer to Seller, which Purchaser may revoke at any time prior to Seller’s acceptance. This Order is not an acceptance by Purchaser of any offer to sell, any quotation, or any proposal. Reference in this Order to any such offer to sell, quotation, or proposal will not constitute a modification of any of these Terms. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgement of this Order, or with the delivery of any goods or services under this Order, or otherwise, will not be binding on Purchaser, whether or not they would materially alter this Order, and Purchaser hereby rejects them. These Terms may be modified only by a written document signed by duly authorized representatives of Purchaser and Seller.
2. Default
Time is of the essence of this Order. Purchaser may write a notice of default to Seller to (a) terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as Purchaser may authorize in writing) after receipt of notice from Purchaser specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Purchaser for any excess costs for such similar goods or services.
As an alternate remedy, and in lieu of termination for default, Purchaser, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Purchaser in writing. If Seller does not comply with Purchaser’s delivery schedule, Purchaser may require delivery by the fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Purchaser provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by law, at equity or under this Order.
3. Price
This Order must not be filled at a price higher than shown on the face of the Order. If no price is set forth on the front of the Order, the goods or services will be billed at the price last quoted or at the prevailing market price, whichever is lower, and, in any event, goods and services ordered under this Order will not be billed at a higher price than last quoted or charged without Purchaser’s specific written authorization. The purchaser will be entitled at all times to set off any amount owed at any time by Seller or any of its affiliates to Purchaser or any of its affiliates against any amount payable at any time by Purchaser in connection with this Order. No extra charges of any kind will be allowed unless specifically agreed to in writing by the Purchaser. All applicable taxes arising out of transactions contemplated by the Order will be borne by Seller except as otherwise specified by the parties in writing. If Seller reduces its prices for such goods and/or services during the term of this Order, Seller shall correspondingly reduce the prices of goods and/or services sold thereafter to Purchaser under this Order.
4. Invoices, Payment & Taxes
5. Packaging
All goods must be packaged in the manner specified by Purchaser and shipped in the manner and by the route and carrier designated by Purchaser. If Purchaser does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. If Purchaser does not specify the manner of shipment, route, or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this Order.
6. Inspection
All goods and services will be subject to inspection and test by Purchaser at all times and places, including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made promptly and practicable after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as they are not in accordance with this Order nor impose liabilities on Purchaser for them. Purchaser’s payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Purchaser covering the goods and services ordered. Records of all inspection work by Seller will be kept complete and available to Purchaser during the performance of this Order and for seven (7) years after Seller’s completion of this Order. If any of the goods or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications, then Purchaser, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services. If Seller fails to make the necessary inspection, removal, and replacement in a time and manner satisfactory to Purchaser, Purchaser may at its option inspect and sort the goods; Seller will pay any related costs.
7. Warranties
Seller represents and warrants that:
8. Indemnification
Seller shall indemnify and hold Purchaser and its affiliates and its affiliates’ directors, officers, employees and agents harmless and, on Purchaser’s request, shall defend each of them from and against any or all third party claims, demands, litigation, or proceedings of whatever kind, whether based upon negligence, breach of express or implied warranty, strict liability, infringement of intellectual property rights, or any other theory, and from and against all direct, indirect, special, exemplary, incidental or consequential damages of every kind whatsoever, arising out of, by reason of, or in any way connected with the goods and/or services, the design, manner of preparation, manufacture, construction, completion, or delivery or non-delivery of any goods and/or services by Seller, any breach by Seller of any of its obligations hereunder, or any other act, omission or negligence of Seller or any of Seller’s employees, workers, servants, agents, subcontractors, or suppliers. Seller shall, on request, pay or reimburse Purchaser or any other party entitled to indemnification hereunder for all costs and expenses, including attorneys’ fees, as incurred by Purchaser or such other party in connection with any such claim, demand, litigation, proceeding, loss, or damage. In addition, for infringement claims, Seller will, at its own expense and at Purchaser’s option, either procure for Purchaser the right to continue using the allegedly infringing item, replace it with a non-infringing equivalent, or remove it and refund the purchase price and transportation and installation costs thereof.
9. Limitation of liability
Purchaser’s aggregate liability arising from or relating to this order is limited to the amount paid by purchaser for the goods and/or services. To the maximum extent allowable under applicable law, purchaser shall not be liable under this order for any special, incidental, consequential, indirect, or punitive damages including, without limitation, lost revenues even if purchaser has been advised of the possibility of such damages.
10. Purchaser’s property
Tangible or intangible property of any nature furnished to Seller by Purchaser or specifically paid for in whole or in part by Purchaser, and any replacements or attachments, are the property of Purchaser and, unless otherwise agreed in writing by Purchaser, will be used by Seller solely to render services or provide goods to Purchaser. Seller will not substitute any property or take any action inconsistent with Purchaser’s ownership of such property. While in Seller’s custody or control such property will be held at Seller’s risk, will be kept insured by Seller at its expense for its replacement cost with loss payable to Purchaser, and will be subject to removal at Purchaser’s written request, in which event Seller will prepare such property for shipment and redelivery to Purchaser in the same condition as originally received by Seller, reasonable wear and tear excepted, all at Seller’s expense.
11. Changes
At all times Purchaser will have the right to make changes to this Order, including changes to drawings, designs, configurations, specifications, quantities, methods of shipment or packing and delivery schedules or location of delivery. If any such changes cause an increase or decrease in the cost of or the time required for the performance of any work under this Order, an equitable adjustment will be made in the contract price or delivery schedule, or both, and this Order will be modified in writing accordingly. Nothing in this Section, including any disagreement with Purchaser as to any claimed adjustment, will excuse Seller from proceeding with this Order as changed. Any claim by the Seller for adjustment under this Section 11 must be in a detailed writing and delivered to Purchaser within five (5) days after the date Seller receives notification of change. Any change will be authorized only by a duly executed amendment to this Order. Information, such as technical information or guidance provided to Seller by representatives of Purchaser, will not be construed as a change within the meaning of this Section. If Seller considers that the conduct of any of Purchaser’s employees has constituted a change under this Order, Seller will immediately notify Purchaser’s Central Procurement Office, in writing, as to the nature of the change and any proposed adjustment, which will then be subject to this Section 11.
12. Compliance with laws
Seller represents and warrants that it is in compliance with and all goods and/or services supplied hereunder have been produced or provided in compliance with the applicable provisions of all national, supranational, federal, state, local laws or ordinances and all related lawful orders, rules and regulations. Seller shall comply with any provisions, representations, or agreements, or contractual clauses required to be included or incorporated by reference or operation of law in any Order. Seller shall be required to obtain and pay for any license, permit, inspection or listing by any public body or certification organization required in connection with the manufacture, performance, completion or delivery of any good and/or service.
13. Anti-corruption & fraud & tip offs
All Seller actions related directly or indirectly to the performance of this Order will comply with all applicable anti-corruption laws. Accordingly, Seller will not offer, promise, or provide any payments, loans, gifts of money, or anything of value to secure an improper advantage or for a corrupt purpose as described in applicable law. The Purchaser has a zero-tolerance policy for corruption, bribery, facilitation payments, fraud, misappropriation of company assets or any other forms of illegal behaviour. The Seller agrees to notify the Purchaser directly at compliance@m-kopa.com or through the Purchaser’s Whistleblowing hotline which is managed by an independent third party by emailing M-KOPA@tip-offs.com or by using www.tip-offs.com for any known or suspected violations of any of the aforementioned.
14. Confidentiality & proprietary information
Notwithstanding any document marking to the contrary, any knowledge or information that the Seller has disclosed or may later disclose to Purchaser, and which in any way relates to the goods or services covered by this Order will not, unless otherwise specifically agreed to in writing by Purchaser, be deemed to be confidential or proprietary information, and will be acquired by Purchaser, free from any restrictions. Seller will not transmit to Purchaser any sensitive personal information, including, but not limited to, identified health information, financial information, social security numbers, biometrics or other personally identified or identifiable information of sensitivity. Seller will keep confidential any information disclosed from the Purchaser including but not limited to technical, process, economic, or other information derived from drawings, specifications and other data furnished by Purchaser in connection with this Order (in whatever form or format) and will not divulge, export, or use, directly or indirectly, such information for the benefit of any other party without obtaining Purchaser’s prior written consent.
Except as required for the efficient performance of this Order, Seller will not use such information or make copies or permit copies to be made of such drawings, specifications, or other data without the prior written consent of Purchaser. If any reproduction is made with prior consent, this notice will be provided. Upon completion or termination of this Order, Seller will promptly return to Purchaser all materials incorporating any such information and any copies, except for one record copy. Seller agrees that no acknowledgement or other information concerning this Order and the goods or services provided will be made public by Seller without the prior written agreement of Purchaser.
15. Patents & data
All records, software, files, data, reports, information, work product, notes, plans, strategies, intellectual property and other information provided by Purchaser or prepared or developed by or for Purchaser pursuant to this PO ( “Work Product”) is the property of the Purchaser and constitutes works made for hire under applicable law. Seller assigns all intellectual property rights in the Work Product to the Purchaser and agrees to complete any documents requested by the Purchaser to perfect its ownership in the Work Product. Seller waives all moral rights related to the Work Product. Seller grants to the Purchaser an unlimited, nonexclusive license to use, copy, modify or create derivative works of any materials delivered to the Purchaser which are developed prior to or outside of this Order. All materials, equipment and other information supplied to Seller by the Purchaser will remain the property of Purchaser and be returned to the Purchaser when no longer needed by Seller in the provision of services or goods and in any event upon the expiration or earlier termination of this Order.
16. Work on purchasers’s premises
If Seller’s work under this Order requires Seller to be on the premises of Purchaser or at Purchaser’s direction, Seller will take all necessary precautions to prevent any injury to persons or damage to property, including following any rules, procedures or other requirements of Purchaser.
17. Insurance
Seller will secure and maintain insurance providing sufficient coverage to comply with its obligations and duty to indemnify as required under this Order. Within five (5) days of receipt of a request from the Purchaser, Seller agrees to provide the Purchaser with a certificate of insurance evidencing the Seller’s insurance coverages.
18. Termination
Purchaser may terminate all or any part of this Order for convenience at any time by written notice to Seller. Upon such termination, Purchaser’s liability will be limited to reasonable termination charges mutually agreed by Seller and Purchaser, provided that Seller must specify any proposed charges in writing within fifteen (15) days after termination. This Order shall terminate automatically, without notice, if Seller becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors.
Code of Conduct for Business Partners
M-KOPA is committed to establishing mutually beneficial relations with our suppliers, customers and business partners. In our business dealings we expect our business partners to adhere to business principles consistent with our own. We conduct our operations with honesty, integrity and openness, and with respect for the human rights and interests of our employees. We shall similarly respect the legitimate interests of those with whom we have relationships. A good reputation is not just important to M-KOPA, it is essential to our ongoing success.
Our Code of Conduct for Business Partners (“Code”) applies to all business partners and their employees, agents, suppliers and others working on their behalf worldwide (our “Business Partners”). It sets our minimum standards for their behaviour. Compliance with this Code helps to sustain and enhance the good reputation of both our Business Partners and M-KOPA and contributes to long term value creation for our stakeholders.
We expect all Business Partners to adopt this Code or their own code if it meets the minimum standards set out below. We also expect them to participate in appropriate training regarding these minimum standards. Any failure to comply with this Code is taken very seriously by M-KOPA and may result in termination of contractual engagements and legal action.
This Code cannot cover every eventuality, particularly as laws differ between countries. If specific situations are not expressly covered, the spirit of this Code must be upheld by exercising common sense and good judgement, always in compliance with applicable laws. It is vitally important that MKOPA and its Business Partners are, responsible and ethical participants in the markets in which we operate around the globe.
1. CONDUCTING BUSINESS LAWFULLY AND WITHIN INTEGRITY
Comply with laws
Business Partners are required, as a minimum standard, to comply with all the laws and regulations of the countries in which they operate including relevant international laws and regulations such as those on trade sanctions, export controls, reporting obligations, data protection and antitrust. in all business dealings.
Act with integrity in all business dealings
M-KOPA acts with integrity at all times and we expect our Business Partners to behave in the same way. Business Partners will not engage in personal activities or public comments that are intended to damage M-KOPA's business interests or reputation.
Business Partners will not offer, promise, give (including facilitation payments), demand or accept bribes or other improper advantage, including excessive gifts and entertainment, in order to obtain, retain or give business. Business Partners must record all business transactions accurately, prudently, and transparently, in compliance with applicable accounting standards and recognized best practice.
Compete fairly
M-KOPA believes in competing fairly. We expect our Business Partners not to engage in, nor be a party to, agreements, business practices or conduct that are anti-competitive. All competitive information is obtained and used legitimately and in compliance with all applicable laws and regulations. No attempt is made to divulge to M-KOPA any information about its competitors. Likewise, M-KOPA’s confidential information must not be shared with any third party unless expressly permitted by M-KOPA.
Confidential Information and Intellectual Property
M-KOPA’s confidential information, know-how and intellectual property must be respected and safeguarded. All information provided by M-KOPA that is not in the public domain is deemed confidential and is only to be used for its intended and designated purpose. All and any personal information about individuals, such as M-KOPA’s customers, employees or suppliers must be handled with full respect for the protection of their privacy and for all relevant privacy laws and regulations.
Supplier Screening and Due Diligence
M-KOPA is committed to carrying on business in accordance with the highest ethical standards. This includes complying with all applicable economic or trade sanctions laws, regulations, embargoes or restrictive measures (“Sanctions Laws”) that we are subject to. To ensure this, M-KOPA has implemented an IT – based screening solution to screen potential and existing Suppliers for PEPs, adverse media, money laundering, sanction listings among others. All Business Partners, their directors and shareholders shall be screened against the relevant Sanctions lists. M-KOPA prohibits any kind of business with a prohibited Business Partner (including shareholders and directors) and shall immediately terminate all business relationships with Business Partners who are sanctioned. Where adverse media alerts, Politically Exposed Persons or Special category alerts are found, M-KOPA may request for further information or terminate the business relations where the matter is not remediated.
Conflicts of Interest
All and any conflict of interest in any business dealings with M-KOPA, of which the Business Partner is aware, will be declared to M-KOPA to allow M-KOPA the opportunity to take appropriate action. Any ownership or beneficial interest in a Business Partner's business by a government official, representative of a political party or an M-KOPA employee are declared to M-KOPA prior to any business relationship with M-KOPA being entered into.
Product Quality
Products and services are stored and delivered to meet the specifications. quality and safety criteria specified in the relevant contract or product documents and are safe for their intended use.
2. RESPECTING TERMS OF EMPLOYMENT AND HUMAN RIGHTS
Treat suppliers, partners and customers properly
Business Partners should work in partnership with M-KOPA and its other suppliers, to meet the expectations of our customers, and to ensure quality, and timeliness throughout the supply chain. Business Partners should respect and treat in accordance with agreed terms the physical property, IT equipment, communication resources, technology, intellectual property, confidential information, data and any other tangible or intangible assets received from M-KOPA and other suppliers. Business Partners should insist and ensure their agents, sub-contractors and others working on their behalf act lawfully, and in accordance with the standards set out in this Code.
Treat co-workers with respect, dignity and fair treatment
Business Partners should recruit, select, and promote their employees solely on the basis of qualifications and skills. There is no discrimination in employment, including hiring, compensation, advancement, discipline, termination or retirement. In employment related decisions, Business Partners are required to comply with anti-discrimination requirements in the relevant jurisdictions concerning matters of race, role, gender, age, disability, ethnicity, religion, country of origin, social class, union membership, political views sexual orientation, pregnancy, marital status, etc. Business Partners must treat all employees with respect and dignity.
Employees are not required to work more than the regular and overtime hours allowed by the law of the country where the workers are employed. All overtime work by workers is on a voluntary basis.
Health, safety and security
M-KOPA requires Business Partners to remain committed to conducting all activities in a manner that achieves the highest practicable standards of health and safety. A healthy and safe workplace is provided to prevent accidents and injury arising out of, linked with, or occurring in the course of work or as a result of the employer's operations. Business Partners should protect their employees, physical assets, information and reputation from potential security threats including cyber security threats.
Respect human rights
M-KOPA requires Business Partners to uphold all internationally recognized human rights wherever their operations are located. M-KOPA explicitly prohibits the use of child or forced labour, human trafficking, slavery by its Business Partners, sub-contractors, or their supply chains. Upon accepting this Code, our Business Partners commit to the obligations under our Human Rights and Responsible Sourcing Policy.
3. COMMITMENT TO SUSTAINABILITY
Respect the environment
We believe that sustainability within our activities, business collaborations, and supply chain management efforts constitutes one of the most important parts of our mission. We acknowledge the International Labour Organization (“ILO”) and the United Nations Global Compact and commit to comply with the 10 principles of the UN Global Compact in all our business operations and to apply these principles in the entire supply chain. We expect our Business Partners to prioritise sustainability within their operations and supply chain and commit to the same principles.
Our Business Partners must adopt an innovative perspective and give importance to innovative practices to ensure that both their activities and the supply chain are more efficient, safer, more economical, and more durable. They must take actions to improve processes and be open and ready to implement our suggestions for actions that we can make during our supplier visits and/or cooperation.
Necessary measures must be taken to efficiently utilise the limited global resources. Utilisation of resources, ranging from reducing energy consumption and preventing waste of raw materials to recycling wastes, minimizing water usage, and supporting circular economy practices must be carefully monitored.
Our Business Partners must conduct activities to improve the regions that they operate in and attach importance to contribute to the regional economy and to provide employment opportunities.
Policies aimed at supporting human rights, including those focusing on women and children, as well as initiatives focused on the protection of animals, ecosystems, biodiversity, and nature, should be implemented. Actions must be undertaken with a steadfast commitment to these principles.
Reporting Concerns, Handling Grievances and Non-retaliation
Business Partners are provided with means by which to raise their concerns about any of the compliance requirements outlined in this Code and all partners who speak out about an issue are protected from retaliation. Further, Business Partners are provided with transparent, fair and confidential procedures that result in swift, unbiased and fair resolution of difficulties which may arise as part of their working relationship. Reports can be submitted confidentially and anonymously (where permitted by law by visiting https://mkopa.speakup.report/compliance).
Application and compliance
M-KOPA’s Code of Conduct for Business Partners, or the Business Partner's own code, should apply throughout any subsidiaries and to all their employees worldwide. This Code is not intended to replace Business Partners' existing policies or those of its subsidiary businesses. We expect our Code, or your own code, to serve as a governing document to which your internal policies must adhere. Business Partners must expect and encourage employees to bring promptly to management's attention any suspected or actual breaches of their code. M-KOPA reserves the right to conduct enquiries and investigations of Business Partners' conduct to satisfy ourselves that these minimum standards are being met.
Human Rights and Responsible Sourcing Policy
1. INTRODUCTION
M-KOPA sources products, components, materials, and services from around the world extending our responsibilities beyond our own operations, and into those of our Suppliers. As a company, we are committed to carrying on business in accordance with the highest ethical standards and recognise that forced labour has become a widespread problem in supply chains globally with virtually every country being touched in some way by this modern form of slavery. We also recognise that there are local and national differences in the standards a Supplier must meet, however this Human Rights and Responsible Sourcing Policy (hereinafter referred to as ‘Policy’) sets some minimum standards that must be achieved by all and represents M-KOPA’s commitment to the principles of sustainable development, environmental protection, and social responsibility. This commitment is rooted in the recognition that our business has both direct and indirect impact on our environment and society. This Policy and associated internal policies such as the M-KOPA Environment, Health, and Safety Policy, M-KOPA Code of Conduct, and the M-KOPA Environmental Social Management System form the framework through which we pursue this commitment.
2. POLICY STATEMENT
M-KOPA has a zero-tolerance policy and prohibits the use of all forms of Forced Labour, human trafficking, child labour, and modern slavery, in its own operations and supply chain. M-KOPA respects fundamental labour rights and international labour standards, including the International Labour Organization (ILO) Conventions (Child Labour No. 138; Forced Labour No. 29) and the United Nations Guiding Principles on Business and Human Rights (UNGPs). We expect our suppliers to act in a manner that is consistent with our commitment to human rights and fair labour conditions.
3. SCOPE
This Policy applies to all employees directly or indirectly employed by M-KOPA, and key business partners and stakeholders, including but not limited to suppliers and service providers. Whilst it is recognized that local legislation may vary from country to country, this Policy identifies our minimum standards. Compliance of this Policy is not optional, and breach of this Policy may lead to disciplinary action or the termination of contract. We understand that no policy can anticipate all the challenges that may arise on the job; however, we expect all those in scope to use their judgement in line with the Principles of Responsible Business Conduct (OECD) to act in accordance with this Policy. This Policy constitutes M-KOPA’s global policy to be applied in all M-KOPA entities currently in existence or incorporated in future and across all organizational activities.
This Policy shall be read in conjunction with the following M-KOPA Policies
- Procurement Policy
- Sanction’s Policy
- Anti-Money Laundering Policy
- Anti-Bribery and Corruption Policy
- Supplier Code of Conduct (hereinafter ‘the Code’)
- Safeguarding Policy and
- Any other policy in existence or implemented in future impacting the sourcing and procurement of good and services.
4. PURPOSE
The purpose of this Policy is to ensure that M-KOPA:
- is compliant with local, national, and other applicable laws and regulations regarding ethical sourcing, forced labour and child labour.
- sources products and services in accordance with this Policy.
- works with Suppliers to improve their practices regarding forced labour and child labour.
- acts to reduce, prevent, mitigate, and where appropriate, remedy forced labour and child labour in our supply chains.
This Policy shall be used as a tool to assist us in selecting and retaining Suppliers who follow business practices consistent with our policies and values and also help identify potential problems so that we can work with our business partners to address issues of concern as they arise.
5. M-KOPA’S EXPECTATIONS
Suppliers must comply fully with all legal requirements relevant to the conduct of their businesses and must adopt and follow practices which ensure that they manufacture goods fit and safe for use by consumers. In addition, Suppliers shall safeguard human rights, workers’ employment rights and worker’s health and safety.
5.1. Product safety
In sourcing for Suppliers, M-KOPA shall ensure the Supplier:
- Has the requisite permits and licenses to manufacture and produce the products.
- Incorporates in the design and development of products applicable safety standards.
- Where possible allows M-KOPA to commission its own products tests by an accredited third party.
- Delivers products that meet the specifications and quality and safety criteria specified in the relevant contract documents and are safe for their intended use.
- Inspections and quality control measures are in place to ensure the products produced meet the specifications, quality and safety standards specified in the relevant contractual documents.
5.2. Forced labour
Employment shall be voluntary and freely chosen without the threat or menace of penalty. Therefore, Suppliers shall:
- Ensure that no worker conducts work for the benefit of M-Kopa that he or she has not voluntarily accepted, and that no work is undertaken under any form of direct or indirect mental, physical, or financial coercion, threat of any penalty or sanctions, or which in any other way exploits workers.
- Actively prevent any forms of discrimination including but not limited to gender, race, colour, religion, ethnicity, nationality, marital status, sexual orientation, political, union membership, disability, or age. Under no circumstance should workers be exposed to physical, sexual, emotional, or psychological harassment or abuse.
- Ensure that all their workers have employment contracts that contain clear descriptions of their terms of employment.
- Ensure that all employees can terminate their employment at any time on reasonable notice, without being required to pay a penalty or provide any other kind of compensation.
- Where possible, hire employees directly and with clear employment terms. If recruitment agencies or labour brokers are used, they should be certified and adhere to international labour standards and should not charge workers any fees or costs for recruitment, directly or indirectly.
- Not use any type of Forced Labour, traffic or exploit workers by any means.
- Respect the freedom of movement of their workers and not confine them to the Supplier’s premises, including dormitories or housing provided. Suppliers shall not impose unreasonable restrictions on movement within their workplace or upon entering or exiting company-provided facilities.
- Not retain or control their worker’s passports, identity documents, or residency papers as a condition of working and unless to the extent reasonably necessary to complete legitimate administrative and immigration processing, workers shall have free and complete access to them.
- Not require workers to lodge any form of financial deposits with them and shall ensure workers are free to leave their employment after a reasonable notice period.
- Not confiscate in part or in full to pay off debt (unless that debt is lawfully owed to the employer) or unreasonable recruitment fees. Suppliers shall ensure that the third-party recruitment agencies it uses are compliant with the provisions of this Policy and the law.
5.3. Child labour and employment of young workers
In the Convention No. 138 of the International Labour Organization (ILO), the minimum working age has been specified as 15, and 14 for some developing countries. Employees under minimum age fall within the definition of child labour. Child labour should not be used under any circumstances.
5.3.1 Our suppliers must not employ workers below following limits, whichever is the highest:
- At least 15 years of age
- The age of completing compulsory education
- The legal working age within the country
5.3.2 Young workers under the age of 18, shall be protected from working overtime and nightshifts, and they should under no circumstances undertake hazardous work as defined in the Minimum Age Convention 1973 (No 138).
5.3.3 Our suppliers must have in place effective management systems which prevent child labour and protect young workers including:
- Have in place a policy on the prohibition of child labour clearly stating the minimum age which must be at least 15 years.
- Have in place a policy which prohibits young workers from undertaking any work defined as hazardous work as per the Minimum Age Convention 1973 (No 138).
- Have in place an adequate age verification process to collect and maintain all documentation required to confirm and verify workers age such as birth certificates and other types of identification.
- Have in place a system for identify workstations and operations that are considered hazardous according to applicable laws.
- Maintain government required permits for the employment of young workers.
5.4. Employment terms, wages and record keeping
When engaging workers, Suppliers shall comply, at a minimum, with all local laws regulating wages, overtime compensation and legally mandated benefits with record keeping that is accurate and transparent. Employees must be remunerated at least in accordance with minimum legal standards or industry standards; whichever is higher.
Suppliers shall provide workers with written and understandable information about their pay and employment conditions. Deductions from wages, unless provided by law, shall only happen with the express approval of the worker concerned which approval shall be obtained without coercion. Suppliers must also cover the insurance requirements of workers consistent with local laws.
If the Supplier provides accommodation for its workers, the costs of such accommodation shall be reasonable. The Supplier shall ensure that their workers have full and complete control of any money earned and any outstanding payments upon termination are paid in full (or no later than the next payroll date). Suppliers shall not coerce workers to continue working in order to receive any outstanding payments.
5.5. Working hours
In line with the Hours of Work (Industry) Convention 1919 (No 1) suppliers must not require workers to work over 48 hours of regular work weekly, and total working hours must not under any circumstances exceed 60 hours per week.
- Overtime must be voluntary and compensated at a premium rate as per local law.
- Workers must not work more than 60 hours per week or in line with the local limit of working hours, whichever is less, except under extraordinary circumstances.
- Breaktimes must be provided as per local law.
- Workers must be entitled to at least 24 hours of consecutive hours of rest in every 7-day period. If workers must work on a rest day, they much be compensated with an alternative rest day in the same 7-day period, or immediately following.
Time records systems: Our suppliers must have in place clear policies for managing working hours, overtime, and leave entitlements.
- Accurate time records must be maintained and should also include overtime, breaks, and leave taken.
- Time worked by workers, regardless of wage systems, shall be fully documented by timecards or other mechanisms.
- Time records must be authentic and accurate, and multiple time keeping systems should not be maintained.
Leave entitlements should be as follows:
- Public holidays: our suppliers must provide workers with all official public holidays as required by local law. If a worker volunteers to work on a public holiday they must be compensated at a premium rate and/or be provided with an alternative rest day in the same 7-day period, or immediately following.
- Annual leave: Our suppliers must provide workers with paid annual leave as required by local law and must ensure workers can utilize their annual leave entitlement without undue restrictions.
- Sick leave: Our suppliers must provide workers with sick leave as required by local laws. No restrictions should be imposed on sick leave.
- Any workplace procedures on utilization of sick leave i.e. requirement to provide a medical certificate must be in line with local law and must be clearly communicated to all workers.
- Other types of leave: Other types of leave such as maternity, paternity, bereavement, official business leave, must be provided in line with local law, and must be clearly defined to all workers.
Leave records systems:
- Suppliers must have in place clear policies outlining workers’ leave entitlements as per local law and must include legally compliant processes that workers are required to abide when requesting leave.
- Suppliers must maintain adequate management systems to monitor utilization of workers’ annual leave.
- Workers must be fully informed of their leave entitlements within their contracts, and through training, and in workplace policies.
5.6. Working conditions Suppliers must:
- provide a safe and hygienic working environment for their workers (including supplier provided worker accommodation) that is without risk to health and without any unreasonable hazards. Workers have the right to refuse work that is unsafe.
- have in place processes and practices designed to mitigate risks to workers’ physical and mental health in the workplace, having regard to the prevailing knowledge of the industry the Supplier operates in and of any specific hazards.
- respect the right of a worker to refuse work if the worker reasonably believes the workplace is unsafe, without suffering discrimination or loss of pay.
- Take adequate steps to prevent accidents and injury to workers arising out of, associated with or occurring in the course of work, by minimising so far as reasonably practicable, the causes of hazards inherent in the working environment.
- Provide personal protective environment specific to the working areas and the operations to be conducted must be used. Unless specified otherwise, our Suppliers are expected to completely provide their employees with personal protective equipment specific to their jobs and duties, free of charge.
- Provide workers with access to clean toilet facilities, clean drinking water and where appropriate sanitary facilities for food storage and preparation.
5.7. Migrant workers
Migrant workers shall have the same entitlements as local workers as stipulated by local law. If suppliers engage foreign or migrant workers, such workers must be engaged in full compliance with the immigration and labour laws of the host country.
5.8. Sub-contracting
Where sub-contracting is permitted, Suppliers must have adequate processes in place for properly managing sub-contracting to ensure that sub-contractors operate in accordance with this Policy.
5.9. Access to Remedy
M-KOPA is dedicated to upholding the highest standards of human rights within its operations and across its supply chain. As part of this commitment, we cooperate with our suppliers and stakeholders in providing appropriate remediation in instances where our activities have caused or contributed to adverse human rights impacts. Our suppliers should be committed to establishing and participating in effective grievance mechanisms. These mechanisms should be designed to ensure that individuals and communities adversely impacted by business operations have a clear, accessible avenue for raising concerns and seeking redress. We expect our suppliers to adopt policies and practices similar to M-KOPA that enable the effective remedy of any adverse human rights impacts arising during their operations.
Please refer to our Supplier Code of Conduct for details on our grievance mechanism for raising anonymous concerns and complaints.
5.10. Freedom of Association and the Right of Collective Bargaining:
The rights to join and become a member of trade unions, to be represented by them and to participate in workers’ councils as specified with local laws must be respected. In addition to the aforementioned rights, where Freedom of Association (FoA) rights are restricted, it is expected that suppliers and employers find parallel means for promoting and developing an environment conducive to independent and free association and bargaining.
6. ENVIROMENTAL AND SOCIAL POLICY
Consistent with the above commitment, M-KOPA will:
Comply with applicable national laws and regulations and strive to achieve best practice; • Communicate and promote awareness, accountability, and environmental and social responsibility among employees, customers, partners, suppliers, contractors, and other stakeholders; • Adhere to the OECD's Principles of Responsible Business Conduct (RBC) by taking proactive steps to identify, prevent and address negative impacts on human rights throughout M-Kopa's operations and business relationships (including supply chains); • Ensure that M-KOPA supply chain and procurement prioritise companies who have strong ESG measures embedded in their management systems; • Ensure M-KOPA’s suppliers are adhering to M-KOPA’s Supplier Code of Conduct.
.svg)