Code of conduct for vendors

INTRODUCTION

Bulkhaul has established standards for its business-related practices that are contained within this Code of Conduct for Vendors guidelines (“Guidelines”).  These Guidelines reflect our commitment to our values of honesty, integrity, respect,and responsibility. Bulkhaul expects all vendors to share and embrace these values together with commitment to legal and regulatory compliance.

Whilst vendors are independent entities from Bulkhaul, the business practices and actions of a vendor, when conducting business with or on behalf of Bulkhaul, may significantly impact and reflect upon Bulkhaul. Because of this, Bulkhaul expects all vendors and their employees, agents, and subcontractors (“Representatives”) to follow our high ethicalstandards set forth in these Guidelines, while they are conducting business with us or on our behalf.

It is the responsibility of our vendors and Representatives to understand and adhere to Bulkhaul’s expectations. Vendorsshould notify a member of Bulkhaul management if and when any situation develops that causes the vendor orRepresentative to operate in a way that may be in conflict with Bulkhaul’s expectations or standards. Bulkhaul may request the removal of any vendor or Representative who behaves in a manner that we consider to be acting inconsistently with these Guidelines or any Bulkhaul policy.

 

EXPECTED CONDUCT OF VENDORS AND REPRESENTATIVES

While conducting business with or on behalf of Bulkhaul, all vendors and Representatives are expected to conduct theirbusiness interactions and activities with integrity and in compliance with the applicable laws and regulations of theirrespective countries and the territories they are conducting business in.  Bulkhaul expects its vendors andRepresentatives to share its commitment to human rights and equal opportunity in the workplace.  In addition to the obligations under the vendor’s agreement with Bulkhaul, all vendors and Representatives are required to follow our ethical standards, which include expected conduct in the areas of regulatory compliance, business practices, and employment.  A summary of these expectations is noted in this document.

Bulkhaul is committed to providing a working environment free from sexual harassment and ensuring all staff are treated, and treat others, with dignity and respect.  Sexual harassment is any unwanted physical, verbal or non-verbal conduct of a sexual nature that has the purpose or effect of violating a person's dignity, or creating an intimidating, hostile, degrading, humiliating or offensive environment for them.

Sexual harassment or victimisation of any member of staff, or anyone they come into contact with during the course of their work, is unlawful and will not be tolerated.

 

EXPECTED LEGAL & REGULATORY COMPLIANCE PRACTICES

Vendors and their Representatives are expected to:

• Conduct business in compliance with antitrust and fair competition laws that govern the jurisdictions in which they dobusiness
• Comply with the anti-corruption laws of the countries in which they do business
• Not make any direct or indirect payments, proposed payments, facilitating payments, or offer something of value to another person or someone who is an employee of the government or a public agency with the intent to influence him or her
• Comply with all applicable environmental laws and regulations
• Be honest and truthful in discussions with regulatory agency representatives and government officials
• Not conduct their business in a manner which would be against the laws of the UK or the laws of the countries in which they do business
• Comply with all applicable trade control laws that apply to any aspects of Bulkhaul operations; and
• Not impose improper boycott requirements on Bulkhaul

ADDITIONAL EXPECTATIONS – ECONOMIC CRIME, TRANSPARENCY, AND SANCTIONS COMPLIANCE

Vendors and their Representatives are expected to:

• Comply with the principles and requirements of the UK Economic Crime and Corporate Transparency Act 2023 (ECCTA), and with all equivalent laws relating to the prevention of fraud, false accounting, and economic crime in the jurisdictions where they operate.
• Maintain adequate and effective procedures to prevent fraud, bribery, false accounting, and other economic crimes in connection with their dealings with Bulkhaul or on Bulkhaul’s behalf, regardless of where such dealings occur.
• Not engage in, facilitate, or fail to prevent fraudulent, deceptive, or corrupt conduct intended to benefit themselves, Bulkhaul, or any third party.
• Ensure transparency in ownership and control structures, and cooperate fully with Bulkhaul in providing accurate and up-to-date information required for due diligence, compliance, or reporting purposes.
• Promptly report to Bulkhaul any suspected fraud, financial misconduct, or breach of applicable economic crime or transparency laws in any jurisdiction in which they operate.
• Comply with all applicable international trade and economic sanctions laws, regulations, and embargoes, including those imposed by the United Kingdom, European Union, United States, United Nations, and any other jurisdiction in which they conduct business.
• Ensure that no dealings with or on behalf of Bulkhaul involve sanctioned individuals, entities, countries, or sectors, either directly or indirectly.
• Maintain appropriate screening and compliance controls to identify and prevent transactions that could breach applicable sanctions or export control laws.
• Promptly notify Bulkhaul of any sanctions-related issue, investigation, or potential breach that may affect their ability to conduct business with Bulkhaul.
• Refrain from taking any action, or failing to take an action, that could cause Bulkhaul to be in violation of any applicable sanctions or economic crime legislation.

EXPECTED BUSINESS PRACTICES

Vendors and their representatives are expected to:

·       Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy and security

·       Comply with the UK GDPR, Data Protection Act 2018 and any national data protection laws applicable to the countries in which they conduct business and the Bulkhaul policies on data protection

·       Comply with the intellectual property ownership rights of Bulkhaul and others including but not limited to patents,trademarks, and trade secrets and use software, hardware and content only in accordance with their associated license or terms of use

·       Protect and responsibly use the physical and intellectual property of Bulkhaul and only use such assets when authorized by Bulkhaul to do so

·       Where granted access to Bulkhaul-provided information technology and systems (including e-mail) primarily forBulkhaul business-related purposes and in accordance with applicable Bulkhaul policies including the ITC Policy

·       Bulkhaul policy prohibits vendors and representatives from using Bulkhaul-provided assets, technology or systemsto create, access, store, print, solicit, or send any material that is harassing, discriminating, abusive, threatening violence or similarly inappropriate or unlawful

·       Comply with Bulkhaul requirements for maintenance of passwords, confidentiality, and security and follow its privacyprocedures as a condition of receiving access to Bulkhaul’s internal corporate network, systems, and buildings

·       Use good judgment and moderation if offering gifts or entertainment to Bulkhaul associates

·       In general, vendors and representatives should refrain from giving Bulkhaul associates any individual gifts

·       Vendors and representatives should never offer a bribe, kickback, or bartering arrangement for goods or services orany other incentive to a Bulkhaul associate in order to obtain or retain Bulkhaul business

·       Any gifts or entertainment given or received must be in compliance with the law, and must not violate Bulkhaul policy

·       Avoid an actual conflict of interest or even the appearance of a conflict of interest

·       Vendors or representatives should not deal directly during negotiation or otherwise with any Bulkhaul associate whose spouse or other family member or some other close relation is an employee or has a personal or financial interest in the vendor or the vendor’s business

·       Avoid insider trading by buying or selling Bulkhaul or another company stock when in possession of informationabout Bulkhaul or another company that is not available to the investing public and that could influence an investor’s decision to buy or sell stock; and

·       Create, retain and dispose of business records in full compliance with all applicable legal and regulatoryrequirements.

EXPECTED EMPLOYMENT PRACTICES

Vendors and their Representatives are expected to:

·       Cooperate with Bulkhaul’s commitment to providing a workplace free of sexual, racial or other harassment anddiscrimination

·       Treat Bulkhaul employees and staff with honesty and respect – harassment, abuse or disrespect of any kind will not be tolerated

·       Provide a safe and healthy work environment and comply with all applicable safety and health laws, regulations andpractices

·       Prohibit the use, possession, distribution, and sale of illegal drugs or alcohol while on Bulkhaul owned or leasedproperty

·       Prohibit the use of forced or child labour whether in the form of indentured labour or otherwise in its business and supply chains

·       Comply with all local wage, hours and minimum working age laws and requirements; and

·       Maintain employee records in accordance with local and national regulations.

SITE RULES AND HEALTH & SAFETY COMPLIANCE

Vendors and their Representatives are expected to:

·     Comply with all site-specific rules, policies, and procedures at any location where they conduct business on behalf of Bulkhaul, including Bulkhaul sites and the sites of customers, suppliers, or other third parties.

·     Adhere to all health, safety, security, and environmental requirements applicable to the site, including personal protective equipment (PPE), restricted areas, and emergency procedures.

·     Follow all operational and security protocols, including sign-in/out procedures, identification requirements, and access restrictions, ensuring they do not disrupt normal site operations.

·     Respect the property, equipment, and personnel at all sites and avoid any actions that could compromise safety, security, or operational integrity.

·     Promptly report any incidents, accidents, near misses, or unsafe conditions to the appropriate site or Bulkhaul contacts.

·     Not take any action, or fail to take action, that could result in a violation of site rules or regulations, or that could expose Bulkhaul, its customers, or suppliers to risk or liability.

REPORTING CONCERNS AND REQUESTING ASSISTANCE

 

If a vendor or Representative has a question or needs to report a problem or concern about a business practice orcompliance, they are encouraged to report to, and work with, their primary Bulkhaul contact in resolving such businesspractice or compliance concern. We recognise, however, that there may be times when this is not possible or appropriate.

In such instances, a vendor or Representative can send an email to the Legal & Compliance Department at [email protected]

Bulkhaul encourages openness and will support anyone who raises genuine concerns in good faith, even if they turn out to be mistaken.  We are committed to ensuring no one suffers any detrimental treatment as a result of reporting in good faith. Good faithmeans that the individual coming forward with all of the information believes he or she is giving a sincere, truthful, and completereport.