Supplier Code of Conduct
Distributor Code of Conduct

Rayner Group – Supplier Code of Conduct

The Rayner Group (collectively, ‘Rayner’, ‘we’ or ‘us’) is committed to conducting our affairs ethically, lawfully and with integrity, and we expect that the businesses we interact with to have the same ethos. Accordingly, we aim to select suppliers and business partners (collectively our ‘Suppliers’) that share this commitment. In the modern business environment, it goes without saying that while our Suppliers may be independent entities, their business practices and actions may impact us and our reputation.

This Supplier Code of Conduct (the ‘Code’) is intended to establish expectations for our Suppliers, as well as their employees, agents, and sub-contractors (together ‘Representatives’). In addition to any specific obligations under their agreements with us, we expect all of our Suppliers to adhere to this Code. This will include possible future versions, as we reserve the right to amend the Code to ensure it remains relevant, appropriate and up-to-date.

General Business Conduct

Our Suppliers shall have an overriding commitment to conduct their business interactions and activities ethically, lawfully and with integrity.  They shall, without limitation:

  • Laws: Comply with all applicable local, national, and trade laws, statutes, acts, rules, codes, standards, guidelines and regulations of the jurisdictions where they do business.
  • Industry Codes: Where industry codes apply to the Supplier, they shall comply with the letter and spirit of such rules, as well as the highest standards of their industry.
  • Fair Competition: Compete for all business opportunities fairly, ethically and legally. They shall comply with all fair competition laws regulating competition and trade in each country where they conduct business. Our Suppliers shall not engage in collusion, price fixing, price discrimination or other unfair trade practices in contravention of competition laws.
  • Marketing and Sales: Represent their products and services accurately and comply with applicable regulatory and legal requirements governing the marketing and sale of their products and services.
  • Fair Dealing: Deal fairly with customers, suppliers, competitors, independent auditors, employees, and any regulatory or government officials and not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing or practice.
  • Improper Payments: Not make any improper payments to government or non‑government officials, employees, customers, persons or entities, nor request or accept any improper payment from suppliers, customers or anyone seeking to do business with them. Our Suppliers and their Representatives will not offer, promise, provide, request or accept (directly or indirectly) bribes, inducements or kickbacks of any kind, whether in dealing with public or government officials (including health care professionals and employees) or other private sector entities or individuals. Our Suppliers and their Representatives shall comply with the anti-bribery, anti-corruption and anti-money laundering laws of the countries in which they do business, and any other applicable prohibitions regarding any type of bribery, improper rebate or other corrupt practices, and any successor or replacement statutes, laws and regulations, including without limitation, and to the extent applicable, the UK Bribery Act 2010, the UK Criminal Finances Act 2017 and the United States Foreign Corrupt Practices Act.
  • Prevention of Tax Evasion: Have policies and procedures in place that prevent the facilitation of tax evasion, aimed at eliminating the ability of third parties to unlawfully evade tax.
  • Sanctions: Comply with all applicable sanctions or export control regimes, including the observance of financial, trade and/or export controls which restrict trade with and export to certain countries, organisations and individuals.
  • Gifts and Entertainment: Observe our policies regarding gifts and entertainment including, but not limited to, avoiding the giving of gifts to our employees or creating a conflict of interest. Our Suppliers and their Representatives will not offer anything of value to obtain or retain a benefit or advantage and will not offer anything that might appear to influence, compromise judgment or obligate any of our employees.
  • Conflicts of Interest: Avoid the appearance of or actual improprieties and/or conflicts of interests. Our Suppliers and Representatives shall not deal directly, in the course of negotiating a supplier agreement or performing their obligations for us, with any of our employees whose spouse, domestic partner, or other family member or relative holds a significant financial interest in the Supplier.
  • Recording and Reporting Information: Record and report all information accurately and honestly. No Representative will sign or submit or permit others to sign or submit on behalf of us or the Supplier, any document or statement that he or she knows or has reason to believe is false. All records and reports shall be created, retained and disposed of in accordance with applicable legal and regulatory requirements.
  • Publicity: Not speak to the press on our behalf or publicly disclose our name, logo, products, parts, designs, relationships or any other non-public information without our prior written authorisation.

Human Rights, Labour and Employment

Our Suppliers must honour human rights and provide equal opportunities in the workplace. They shall, without limitation:

  • Child Labour: Not use or support child labour and shall comply with all applicable child labour laws.
  • Forced, Compulsory Labour and Human Trafficking: Not support, promote or use compulsory labour, slavery, forced or involuntary labour, or human trafficking of any kind. Worker-paid recruitment fees shall be specifically prohibited.
  • Discrimination: Maintain human dignity and respect within a workplace that is free from discrimination and harassment based on race, national or social origin, caste, religion, gender, sexual orientation, political affiliations, age or other conditions protected under applicable laws.
  • Immigration Laws and Proper Documentation: Employ or use only workers who have a legal right to work in the jurisdiction in which the Supplier intends to hire such employees. Our Suppliers shall review appropriate and relevant documentation and ensure the legal status of prospective employees prior to hiring such employee.
  • Wages and Benefits: Comply with all applicable wage laws and regulations, including those relating to minimum wages, overtime hours and proper classification, and provide legally required benefits.
  • Disciplinary Practice: Not engage in or tolerate the use of corporal punishment, mental or physical coercion or verbal abuse of employees. No harsh or inhumane treatment shall be permitted.
  • Working Hours: Comply with applicable laws and industry standards on working hours and holiday entitlements, ensuring that maximum hours of work prescribed by law are not exceeded. Overtime shall be paid in accordance with local laws and regulations.
  • Freedom of Association: Comply with all laws regarding the rights of employees to associate or not associate with any legally constituted group (e.g. a union or works council).

Health, Safety and the Environment

Our Suppliers must provide a safe and healthy workplace and take effective steps to prevent potential accidents and injury to employees’ health. They shall ensure that their workplace and business operations are designed to reduce/minimise their harmful impact to the environment. Suppliers shall, without limitation:

  • Workplace Environment: Provide a safe and healthy working environment and comply with all applicable health and safety laws, including, where appropriate, addressing occupational injury and illness, emergency preparedness and occupational safety.
  • Facility Security: Maintain adequate security at Supplier facilities at all times. Additionally, Suppliers and their Representatives must comply with our security procedures when attending Rayner facilities.
  • Hazardous and Restricted Substances: Comply with all applicable environmental laws and regulations regarding waste, hazardous or toxic materials and identify and disclose to us all chemicals in products that are regulated by governments and other authorities in the applicable countries/regions where they are being used.
  • Environment: Comply with all applicable laws, regulations, standards, rules, permits, licence approvals and orders regarding the environment and the use of restricted substances. Our Suppliers shall obtain, maintain and keep current all required environmental permits, licences, registrations and approvals as well as any operational reporting requirements as identified in the laws, regulations, standards etc. of the country in which the relevant facility is located. All Rayner Group suppliers are required to adhere to the same environmental standards and expectations as set out in the Rayner Group Environmental Policy.

Intellectual Property and Data Privacy

Our Suppliers must protect Rayner’s intellectual property, confidential information/data and information systems. They shall, without limitation:

  • Intellectual Property: Respect our intellectual property ownership rights and the rights of others, observe and respect all patents, trade marks and copyrights, and comply with all requirements and terms of their use. Our Suppliers will not, without our express consent, disclose to others nor use for their own purposes or the purpose of others any of our trade secrets, confidential and proprietary information, knowledge, designs, data, skill or any other information considered by us as ‘confidential’. Our Suppliers will not provide us with the confidential information of third parties, unless consent has been obtained from such third parties.
  • Data Privacy: Process all personal information fairly and lawfully and in accordance with all data protection and privacy laws applicable to such personal information. Our Suppliers shall adopt adequate technical and organisational measures necessary to secure personal information and to prevent unauthorised access, alteration or loss.
  • Information Systems Security: Comply with our requirements and procedures for maintaining passwords, confidentiality and security as a condition of providing us with products or services or receiving access to our internal systems, network and facilities. Our provided technology shall only be used for authorised business-related purposes. Our Suppliers and their Representatives shall not knowingly download, view or send materials of a discriminatory, harassing, threatening, sexual, pornographic, racist, sexist, defamatory or otherwise offensive nature.

Compliance Programme

Our Suppliers must have a management system designed to ensure compliance with this Code and applicable laws and regulations, to identify and mitigate related operational risks and to facilitate continuous improvement. Suppliers should, in compliance with local/national laws and regulations, provide a complaint mechanism, free of threat of reprisal, intimidation or harassment, for their employees and Representatives to report workplace grievances and breaches of this Code. Suppliers must investigate all complaints and take corrective action where necessary.

Compliance with the Code and Termination for Non-Compliance

It is the responsibility of our Suppliers to ensure that their Representatives understand and comply with this Code. We expect our Suppliers to self-monitor their compliance. In addition to any other rights we may have under our agreement with our Suppliers, if we determine or believe that at any time a Supplier or their Representatives have failed to comply with the standards set forth in this Code, then we have the right to cease our relationship with that Supplier without notice and without liability or obligation of any sort accruing to us.

Reporting of Breaches of the Code

Any breach of this Code must be reported to us without delay. Breaches can be reported through the following Rayner contact channels:

Website:                  ‘Contact Us’ section of Rayner Global

Telephone:             +44 (0) 1903 258900

E-mail:                      compliance@rayner.com

In addition and where appropriate, a confidential whistleblowing helpline may be used, which is operated and maintained by ‘Protect’. Their contact details are:

Website:                  www.protect-advice.org.uk

Telephone:              +44 020 3117 2520

E-mail:                    Protect Advice

Questions Regarding the Code

Questions relating to this Code should be directed to your Rayner contact or a member of the Rayner Group Legal Department.

Rayner Group – Distributor Code of Conduct

The Rayner Group (collectively, ‘Rayner’, ‘we’ or ‘us’) is committed to conducting our affairs ethically, lawfully and with integrity, and we expect that the businesses we interact with to have the same ethos. Accordingly, we aim to select distributors that share this commitment. In the modern business environment, it goes without saying that while our appointed distributors (‘Distributors’) may be independent entities, their business practices and actions may impact us and our reputation.

This Distributor Code of Conduct (the ‘Code’) is intended to establish expectations for our Distributors, as well as their employees, agents and sub-contractors (together ‘Representatives’). In addition to any specific obligations under their agreements with us, we expect all of our Distributors to adhere to this Code. This will include possible future versions, as we reserve the right to amend the Code to ensure it remains relevant, appropriate and up-to-date.

General Business Conduct

Our Distributors shall have an overriding commitment to conduct their business interactions and activities ethically, lawfully and with integrity.  They shall, without limitation:

  • Laws: Comply with all applicable local, national, and trade laws, statutes, acts, rules, codes, standards, guidelines and regulations of the jurisdictions where they do business.
  • Industry Codes: Where industry codes apply to the Distributor, they shall comply with the letter and spirit of such rules, as well as the highest standards of their industry.
  • Fair Competition: Compete for all business opportunities fairly, ethically and legally. They shall comply with all fair competition laws regulating competition and trade in each country where they conduct business. Our Distributors shall not engage in collusion, price fixing, price discrimination or other unfair trade practices in contravention of competition laws.
  • Marketing and Sales: Represent their products and services accurately and comply with applicable regulatory and legal requirements governing the marketing and sale of their products and services.
  • Fair Dealing: Deal fairly with customers, suppliers, competitors, independent auditors, employees, and any regulatory or government officials and not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing or practice.
  • Improper Payments: Not make any improper payments to government or non‑government officials, employees, customers, persons or entities, nor request or accept any improper payment from suppliers, customers or anyone seeking to do business with them. Our Distributors and their Representatives will not offer, promise, provide, request or accept (directly or indirectly) bribes, inducements or kickbacks of any kind, whether in dealing with public or government officials (including health care professionals and employees) or other private sector entities or individuals. Our Distributors and their Representatives shall comply with the anti-bribery, anti-corruption and anti-money laundering laws of the countries in which they do business, and any other applicable prohibitions regarding any type of bribery, improper rebate or other corrupt practices, and any successor or replacement statutes, laws and regulations, including without limitation, and to the extent applicable, the UK Bribery Act 2010, the UK Criminal Finances Act 2017 and the United States Foreign Corrupt Practices Act.
  • Prevention of Tax Evasion: Have policies and procedures in place that prevent the facilitation of tax evasion, aimed at eliminating the ability of third parties to unlawfully evade tax.
  • Sanctions: Comply with all applicable sanctions or export control regimes, including the observance of financial, trade and/or export controls which restrict trade with and export to certain countries, organisations and individuals.
  • Gifts and Entertainment: Observe our policies regarding gifts and entertainment including, but not limited to, avoiding the giving of gifts to our employees or creating a conflict of interest. Our Distributors and their Representatives will not offer anything of value to obtain or retain a benefit or advantage and will not offer anything that might appear to influence, compromise judgment or obligate any of our employees.
  • Recording and Reporting Information: Record and report all information accurately and honestly. No Representative will sign or submit or permit others to sign or submit on behalf of us or the Distributor, any document or statement that he or she knows or has reason to believe is false. All records and reports shall be created, retained and disposed of in accordance with applicable legal and regulatory requirements.
  • Publicity: Not speak to the press on our behalf or publicly disclose our name, logo, products, parts, designs, relationships or any other non-public information without our prior written authorisation.

Human Rights, Labour and Employment

Our Distributors must honour human rights and provide equal opportunities in the workplace. They shall, without limitation:

  • Child Labour: Not use or support child labour and shall comply with all applicable child labour laws.
  • Forced, Compulsory Labour and Human Trafficking: Not support, promote or use compulsory labour, slavery, forced or involuntary labour, or human trafficking of any kind.
  • Discrimination: Maintain human dignity and respect within a workplace that is free from discrimination and harassment based on race, national or social origin, caste, religion, gender, sexual orientation, political affiliations, age or other conditions protected under applicable laws.
  • Immigration Laws and Proper Documentation: Employ or use only workers who have a legal right to work in the jurisdiction in which the Distributor intends to hire such employees. Our Distributors shall review appropriate and relevant documentation and ensure the legal status of prospective employees prior to hiring such employee.
  • Wages and Benefits: Comply with all applicable wage laws and regulations, including those relating to minimum wages, overtime hours and proper classification, and provide legally required benefits.
  • Disciplinary Practice: Not engage in or tolerate the use of corporal punishment, mental or physical coercion or verbal abuse of employees. No harsh or inhumane treatment shall be permitted.
  • Working Hours: Comply with applicable laws and industry standards on working hours and holiday entitlements, ensuring that maximum hours of work prescribed by law are not exceeded. Overtime shall be paid in accordance with local laws and regulations.
  • Freedom of Association: Comply with all laws regarding the rights of employees to associate or not associate with any legally constituted group (e.g. a union or works council).

Health, Safety and the Environment

Our Distributors must provide a safe and healthy workplace and take effective steps to prevent potential accidents and injury to employees’ health. They shall ensure that their workplace and business operations are designed to reduce/minimise their harmful impact to the environment. Distributors shall, without limitation:

  • Workplace Environment: Provide a safe and healthy working environment and comply with all applicable health and safety laws, including, where appropriate, addressing occupational injury and illness, emergency preparedness and occupational safety.
  • Facility Security: Maintain adequate security at Distributor facilities at all times. Additionally, Distributors and their Representatives must comply with our security procedures when attending Rayner facilities.
  • Hazardous and Restricted Substances: Comply with all applicable environmental laws and regulations regarding waste, hazardous or toxic materials and identify and disclose to us all chemicals in products that are regulated by governments and other authorities in the applicable countries/regions where they are being used.
  • Environment: Comply with all applicable laws, regulations, standards, rules, permits, licence approvals and orders regarding the environment and the use of restricted substances. Our Distributors shall obtain, maintain and keep current all required environmental permits, licences, registrations and approvals as well as any operational reporting requirements as identified in the laws, regulations, standards etc. of the country in which the relevant facility is located. All Rayner Group Distributor are required to adhere to the same environmental standards and expectations as set out in the Rayner Group Environmental Policy.

Intellectual Property and Data Privacy

Our Distributors must protect Rayner’s intellectual property, confidential information/data and information systems. They shall, without limitation:

  • Intellectual Property: Respect our intellectual property ownership rights and the rights of others, observe and respect all patents, trade marks and copyrights, and comply with all requirements and terms of their use. Our Distributors will not, without our express consent, disclose to others nor use for their own purposes or the purpose of others any of our trade secrets, confidential and proprietary information, knowledge, designs, data, skill or any other information considered by us as ‘confidential’. Our Distributors will not provide us with the confidential information of third parties, unless consent has been obtained from such third parties.
  • Data Privacy: Process all personal information fairly and lawfully and in accordance with all data protection and privacy laws applicable to such personal information. Our Distributors shall adopt adequate technical and organisational measures necessary to secure personal information and to prevent unauthorised access, alteration or loss.
  • Information Systems Security: Comply with our requirements and procedures for maintaining passwords, confidentiality and security as a condition of providing us with products or services or receiving access to our internal systems, network and facilities. Our provided technology shall only be used for authorised business-related purposes. Our Distributors and their Representatives shall not knowingly download, view or send materials of a discriminatory, harassing, threatening, sexual, pornographic, racist, sexist, defamatory or otherwise offensive nature.

Compliance Programme

Our Distributors must have a management system designed to ensure compliance with this Code and applicable laws and regulations, to identify and mitigate related operational risks and to facilitate continuous improvement. Distributors should, in compliance with local/national laws and regulations, provide a complaint mechanism, free of threat of reprisal, intimidation or harassment, for their employees and Representatives to report workplace grievances and breaches of this Code. Distributors must investigate all complaints and take corrective action where necessary.

Compliance with the Code and Termination for Non-Compliance

It is the responsibility of our Distributors to ensure that their Representatives understand and comply with this Code. We expect our Distributors to self-monitor their compliance. In addition to any other rights we may have under our agreement with our Distributors, if we determine or believe that at any time a Distributor or their Representatives have failed to comply with the standards set forth in this Code, then we have the right to cease our relationship with that Distributor without notice and without liability or obligation of any sort accruing to us.

Reporting of Breaches of the Code

Any breach of this Code must be reported to us without delay. Breaches can be reported through the following Rayner contact channels:

Website:                  ‘Contact Us’ section of Rayner Global

Telephone:             +44 (0) 1903 258900

E-mail:                      compliance@rayner.com

In addition and where appropriate, a confidential whistleblowing helpline may be used, which is operated and maintained by ‘Protect’. Their contact details are:

Website:                  www.protect-advice.org.uk

Telephone:              +44 020 3117 2520

E-mail:                      Protect Advice

Questions Regarding the Code

Questions relating to this Code should be directed to your Rayner contact or a member of the Rayner Group Legal Department.