Supplier Code of Conduct

The terms and conditions of this Supplier Code of Conduct along with the Supply Agreement (“SA” or “Agreement”) govern the purchase of products, materials, or other items (“Products”) by Meridian Adhesives Group, Inc. and/or its subsidiaries (collectively “Meridian”).

  • Supplier agrees to treat Meridian at least as good or better than Supplier’s other customers, and further agrees that Meridian will be afforded prices, warranties, benefits, and other terms that are no less favorable than those offered to Supplier’s other customers for both stock and non-stocked products.
  • Discontinuation Notice — Supplier agrees not to discontinue any product unless Supplier provides prior written notice of its intent to discontinue a product at least 120 days in advance.

Quality

  • Meridian expects its suppliers to maintain a quality management system (QMS) suitable to the products provided to Meridian. The supplier must maintain and operate its manufacturing facilities in a manner consistent with the QMS and in a manner that produces products as prescribed in the contract. As deemed necessary by Meridian, to ensure ongoing quality assurance, suppliers will provide production records and appropriate supporting documentation that demonstrate the supplier’s compliance to the QMS, compliance to all applicable legal and regulatory requirements, and compliance to any applicable contractual obligations.
  • On-Site Assessments — At its discretion, Meridian may elect to perform on-site assessments of the supplier’s quality management system, product and process capabilities, and compliance to the QMS. These audits may also include evaluations of the supplier’s culture, methods, and skills present to actively execute the QMS and to facilitate continuous improvement.
  • Corrective Action — At times, Meridian or its third-party designee may issue the supplier corrective actions. Meridian expects its supplier to determine root cause, take appropriate action, and to communicate to Meridian in a timely manner the status and the closure of all corrective actions.

Product Change Control Process

  • Supplier shall not make changes to their processes, location, facilities, equipment, materials, or product design that could impact the visual, function, performance, or fitness for use for finished goods produced for Meridian without prior approval from Meridian.
  • Meridian requires all suppliers to notify them, in writing, prior to making any change or alteration to the materials, methods, procedures, or equipment, including, but not limited to, alternate raw materials, additives, and manufacturing processes utilized in the production of Meridian’s products. Failure to do so may result in a Meridian decision to not be able to ship, or take liability for, any purchase, WIP, or finished product of non-conformant material. All approved product changes must be documented by the supplier within their own product identification and traceability program as to allow segregation of finished goods if so desired by Meridian.

Returns/Credits

For any purchased products that are not in full compliance, in addition to other remedies that may be available, Meridian reserves the right to either:

  1. Return the product to the Supplier or scrap the product at the Supplier’s expense. In either case, Meridian would be entitled to a refund or credit at the full purchase price plus all reasonable costs and expenses.
  2. Rework any products at the Supplier’s expense.
  3. Accept the product, in whole or part, at a reduced purchase price, in which case Meridian may be entitled to a refund or credit, at its discretion.

Environmental and Regulatory Compliance

  • Supplier will not provide Meridian with any products which contain the following chemicals:
    Chemicals classified as Perfluoroalkyl Substances (PFAS), or any chemical containing at least one fully fluorinated carbon atom
    • Halogenated Flame Retardants,
    • Ortho-phthalates, or
    • Heavy metals — defined as arsenic, cadmium, hexavalent chromium, lead, mercury.
  • Compliance — Meridian and Supplier will fully comply with all applicable laws, regulations, and government orders, including the legal requirements specifically outlined below. Supplier will provide Meridian relevant certifications and disclosure as needed to verify compliance, and will immediately notify Meridian of any actual or suspected violation of this section or the items listed below, reasonably cooperate with Meridian to resolve such violation, and provide Meridian all relevant information.
  • Authority Inquiries — Supplier will promptly notify Meridian of and respond to any inquiry from any government authority regarding or impacting the products supplied to Meridian. If related to the products, then Meridian and Supplier will consult on any response before its release.
  • Proposition 65 (California) — Supplier shall not provide any products which contain chemicals at levels that require a warning pursuant to the State of California’s Safe Drinking Water and Toxic Enforcement Act (Prop 65), with the exception of the wood dust warning required by Title 27 California Code of Regulations, Article 6, Sections 25607.10 and 25607.11.
  • Conflict Minerals — Supplier will not provide any product that contains (i) conflict minerals (as defined in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act) that would require filing a Conflict Minerals Report, or (ii) any minerals or other resources that would violate U.S. Executive Order 13671.
  • Wood Products — This section applies only to products containing wood materials, including but not limited to wood composite, particleboard, wood fiber, fiberboard, and plywood.
    • California Air Resource Board (CARB) — All products must comply with all regulations promulgated by CARB. Supplier will verify CARB II compliance through certification from a CARB Third Party Certifier and/or a current CARB II exemption letter and annually certify compliance through an attestation letter.
    • The Lacey Act — All products must comply with the United States’ Lacey Act (16 U.S.C. § 701), governing the importation of timber and wood fibers, and Supplier will not participate in illegal harvesting, possession, or transportation of timber. Supplier will annually, and upon Meridian’s request, provide Lacey Act and/or Domestic Supplier Declaration documentation, including an attestation statement certifying compliance. Supplier will clearly demonstrate product traceability from raw material to finished product through process flowchart and raw material receipts, intermediate labels, production records, and other documents.
    • Toxic Substances Control Act (“TSCA”) — All products must comply with the Toxic Substances Control Act. Supplier will provide:
      • All documentation or samples requested by the Environmental Protection Agency of the United States to confirm the admissibility of composite wood products containing formaldehyde under the Formaldehyde Emission Standards for Composite Wood Products Act of 2010; and
      • A TSCA Statement on Supplier company letterhead to be included with customs entry documentation for each product shipment to be imported into the United States of America stating whether or not the product complies with Title VI of the Toxic Substances Control Act.

Legal

  • Contractors — Meridian’s Suppliers are responsible for the on-going quality and compliance of all materials purchased from their suppliers used in the production of Meridian products. In the event that Supplier uses lower-tier suppliers of any item incorporated into or utilized in the production of the products, Supplier must require any lower-tier suppliers to comply with Supplier’s obligations hereunder, including without limitation compliance and inspection provisions.
  • Force Majeure — Neither Meridian nor Supplier will be liable for any failure or delay in performance to the extent such failure or delay is caused by acts or circumstances beyond its reasonable control (“Force Majeure Event”), including, without limitation, acts of God; flood; fire; explosion; governmental actions; terrorist activity; and national emergency. If a Force Majeure Event occurs, Meridian or Supplier, as applicable, will promptly notify the other party of the event and its anticipated impact. If the Force Majeure Event lasts longer than fifteen (15) days, then Meridian may terminate any purchase order without any penalty upon notice to Supplier.