DNEX is committed to conducting its business ethically and responsibly and expects its vendors (“Vendors”) to do the same. DNEX understands that Vendors are independent entities; however, the business practices and actions of a vendor may impact and/or reflect upon DNEX.
Because of this, DNEX expects all Vendors and their employees, agents, and subcontractors (Vendors’ employees, agents, and subcontractors shall hereinafter be referred to collectively as “Representatives”) to adhere to the DNEX Vendor & Partner Code of Conduct while they are conducting business with and/or on behalf of DNEX. All DNEX Vendors should educate their Representatives to ensure they understand and comply with the DNEX Vendor & Partner Code of Conduct. A copy of the ABAC is available on https://www.dnex.com.my and all vendors shall agree and undertake to abide by all terms and conditions of the ABAC at all times.
Legal and regulatory compliance practices
All DNEX Vendors and their Representatives shall conduct their business activities in full compliance with the applicable laws and regulations of their respective countries while conducting business with and/or on behalf of DNEX. In addition to any specific obligations under Vendor’s agreement with DNEX, all DNEX Vendors shall, without limitation:
- Comply with all applicable trade controls, as well as all applicable export, re-export and import laws and regulations.
- Conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they conduct business.
- Comply with all applicable environmental laws and regulations regarding hazardous materials, air emissions, waste and wastewater discharges, including the manufacture, transportation, storage, disposal, and release to the environment of such materials.
- Be honest, direct, and truthful in discussions with regulatory agency representatives and government officials.
- Not participate in international boycotts that are not sanctioned by the Malaysian government or applicable laws.
- Anti-Corruption: DNEX prohibits corruption of government officials and payment of bribes or kickbacks of any kind, whether in dealings with public officials or individuals in the private sector. DNEX is committed to observing the Malaysia Anti-Corruption Commission Act (“MACCA”) and the anti-corruption and anti-money laundering laws of the countries in which it operates. Vendor and/or its Representatives must comply with all applicable anti-corruption and anti-money laundering laws, including the MACCA, as well as laws governing lobbying, gifts and payments to public officials, political campaign contribution laws, and other related regulations. No Vendor and/or its Representatives shall, directly or indirectly, offer or pay anything of value (including travel, gifts and hospitality expenses, and charitable donations) to any official or employee of any government, government agency, political party, or public international organization, or any candidate for political office, to (i) improperly influence any act or decision of such official, employee, or candidate for the purpose of promoting the business interests of DNEX in any respect, or (ii) otherwise improperly promote the business interests of DNEX in any respect.
Business practices
DNEX Vendors and their Representatives shall conduct their business interactions and activities with integrity and in accordance with their obligations under their specific agreements with DNEX. In addition to any specific obligations under Vendor’s agreement with DNEX, all DNEX Vendors shall, without limitation:
- Honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy.
- Create, retain, and dispose of business records in full compliance with all applicable legal and regulatory requirements.
- Protect and responsibly use both the physical and intellectual assets of DNEX including property, supplies, consumables, and equipment when authorized by DNEX to use such assets.
- Use DNEX provided information technology and systems (including e-mail) only for authorized DNEX business-related purposes. DNEX strictly prohibits Vendors and their Representatives from using DNEX provided technology and systems to create, access, store, print, solicit, or send any material that is intimidating, harassing, threatening, abusive, sexually explicit or otherwise offensive or inappropriate and/or send any false, derogatory, or malicious communications using DNEX provided information assets and systems.
- Comply with all DNEX requirements for maintenance of passwords, confidentiality, security, and privacy procedures as a condition of providing DNEX with goods or services or receiving access to DNEX’s internal corporate network, all systems and buildings. All data stored or transmitted on DNEX owned or leased equipment is to be considered private and is the property of DNEX. DNEX may monitor all use of the corporate networks and all systems (including e-mail) and/or access all data stored or transmitted using the DNEX network.
- Comply with the intellectual property ownership rights of DNEX and others including but not limited to copyrights, patents, trademarks, and trade secrets.
- Use software, hardware and content only in accordance with their associated license or terms of use.
- Speak to the press on DNEX’s behalf only if Vendor and/or Representative(s) is expressly authorized in writing to do so by DNEX.
- Gifts to DNEX employees are discouraged because even a well-intentioned gift might constitute a bribe under certain circumstances or create conflicts of interest. Do not offer anything of value to obtain or retain an improper benefit or advantage for the giver, and do not offer anything that might appear to influence, compromise judgment, or obligate the DNEX employee. If offering a gift, meal or entertainment to DNEX employees, always use good judgment, discretion, and moderation. Vendor and/or its Representatives must refrain from giving DNEX employees an individual gift or a combination of gifts with a value greater than RM1,000.00 in a given year (or any lower amount in accordance with applicable laws) and never offer a bribe, kickback, bartering arrangement for goods or services, and/or any other incentive to a DNEX employee in order to obtain or retain DNEX business. Before gifting a DNEX employee, Vendor and/or its Representatives must first determine if the gift is permitted under the policy of the DNEX employee’s business unit and country, because DNEX business and regional policies may prohibit gifts entirely or restrict the value below RM1,000. Any gifts, meals or entertainment must be in compliance with the law, must not violate the giver’s and/or recipient’s policies on the matter, and be consistent with local custom and practice. Vendors are not allowed to give gifts of any value to any member of Procurement or its representatives.
- Avoid the appearance of or actual improprieties and/or conflicts of interests. Vendors and/or their Representatives shall not deal directly with any DNEX employee whose spouse, domestic partner, or other family member or relative holds a significant financial interest in the Vendor. Dealing directly in the course of negotiating the Vendor agreement or performing the Vendor’s obligations with a spouse, domestic partner, or other family member or relative who is employed by DNEX is also prohibited.
- Avoid insider trading by buying or selling DNEX’s or another company’s stock when in possession of information about DNEX or another company that is not available to the investing public and that could influence an investor’s decision to buy or sell the stock of any company.
- Not been convicted nor subject of any investigation, inquiry or enforcement proceedings by the relevant authorities of any actual or suspected bribery and corruption activities.
- If is there any reasonable grounds to suspect any actual or suspected breach to the ABAC, DNEX Vendors and their representatives shall report such act to DNEX as soon as reasonably practicable.
Employment practices
DNEX expects its Vendors to share its commitment to human rights and equal opportunity in the workplace. DNEX Vendors shall conduct their employment practices in full compliance with all applicable laws and regulations. All DNEX Vendors shall, without limitation:
- Cooperate with DNEX’s commitment to a workforce free of harassment and unlawful discrimination. While we recognize and respect cultural differences, we believe that Vendor companies should not engage in discrimination in hiring, compensation, access to training, promotion, termination or retirement based on race, color, sex, national origin, religion, age, disability, gender identity or expression, marital status, sexual orientation, or veteran status.
- Provide a safe and healthy work environment and fully comply with all applicable safety and health laws, regulations and practices. Adequate steps shall be taken to minimize the causes of hazards inherent in the working environment.
- Prohibit the use, possession, distribution, and/or sale of illegal drugs while on DNEX owned or leased property.
- Use only voluntary labor. The use of forced labor whether in the form of indentured labor, bonded labor, or prison labor by a DNEX Vendor and/or its subcontractors is prohibited.
- Not require workers to lodge “deposits” or their identity papers with their employer. Workers should be free to resign their employment in accordance with local and national laws or regulations without unlawful penalty.
- Comply with all local and national minimum working age laws or regulations and not utilize child labor. Vendors cannot employ anyone under the age of 18, under the age for completing compulsory education or under the legal minimum working age for employment, whichever is oldest. DNEX only supports the development of legitimate workplace apprenticeship programs for the educational benefit of younger people and will not do business with those who abuse such systems. Workers under the age of 18 cannot perform hazardous work and may be restricted from night work, with consideration given to educational needs.
- Not engage in physical discipline or abuse. Physical abuse or discipline, the threat of physical abuse, sexual or other harassment and verbal abuse or other forms of intimidation is prohibited.
- Pay living wages under humane conditions. All workers shall be provided with clear, written information about their employment conditions with respect to wages before they enter employment and as needed throughout their term of employment. Deductions from wages as a disciplinary measure shall not be permitted nor shall any deductions from wages not provided for by national law be permitted without the express permission of the worker concerned. All disciplinary measures should be recorded. Wages and benefits paid for a standard working week must meet, at a minimum, national legal standards.
- Not require workers to work more than the maximum hours of daily labor set by local and national laws or regulations; ensure that overtime is voluntary and paid in accordance with local and national laws or regulations.
- Keep employee records in accordance to local and national laws or regulations and provide in a timely manner, via pay stub or similar documentation, the basis on which employees are being paid.
- Comply with all applicable local and national laws regarding freedom of association. DNEX Vendors are expected to respect the lawful rights of workers to freely associate or not associate, in accordance with the legal frameworks of the jurisdictions in which they operate.
Compliance with the DNEX Vendor & Partner Code of Conduct
It is the responsibility of the Vendor to ensure that its Representatives understand and comply with the DNEX Vendor & Partner Code of Conduct and to inform its DNEX contact (or a member of DNEX management) if and when any situation develops that causes the Vendor to operate in violation of the code set forth in this document. DNEX Vendors are expected to self-monitor their compliance with this Vendor & Partner Code of Conduct. In addition to any other rights DNEX may have under its agreement with Vendor, DNEX may request the immediate removal of any Representative who behaves in a manner that is unlawful or inconsistent with this Code or any DNEX policy.
Appendix III: DNEX Purchase Order Terms and Conditions:
Basis of order
a) Supply – You must provide the goods and/or services set out on the front of this order (“Goods” and/or “Services”) to DNEX Berhad. (“DNEX”) in accordance with this order and these terms, unless section 1(c) applies.
b) Validity – No orders are valid other than those issued in the form of a DNEX official purchase order; DNEX may issue a purchase order in either printed or electronic form. You will not commence the supply of Goods or Services prior to receiving the DNEX purchase order. DNEX is not bound by any terms and conditions contained in any invoice, email or other document issued by you.
c) Relationship to other agreements – If a written agreement is signed by both parties, which the parties intend to cover the supply of Goods or Services, then the terms of that agreement (and not these terms) apply.
d) Acceptance – Fulfillment in whole or part of this order, or previous orders under these terms, will be deemed to be acceptance of this order and these terms.
Quality
a) Inspection – DNEX is entitled to inspect the Goods or Services. An inspection does not reduce your obligations or liabilities under this order.
b) Warranties – You warrant that the Goods and/or Services supplied under this order will comply strictly with the terms of the order and pass any inspection DNEX reasonably requires, and that the Goods and Services and their use will not infringe the intellectual property rights of any third party. In respect of Goods, you warrant that the Goods are of good quality, fit for purpose and free from defects and omissions in material, design or workmanship and are unused and free from any charge or encumbrance and comply with all relevant laws. In respect of Services, you warrant that you will perform the Services with due care and skill, in compliance with all relevant laws and that you have the capacity and necessary approvals to comply with this order. Failure to comply with any of these warranties will entitle DNEX to cancel this order or any part of it and to seek damages for any loss or expense caused to DNEX by such failure.
c) Rejected Goods and Services – DNEX may reject all or parts of the Goods or Services if there is a defect, whether or not DNEX has previously accepted or paid for them. Any rejections must be given in writing. If DNEX gives a rejection notice then, without limiting DNEX’s other rights and remedies, DNEX may require you (at your cost) to do any of the following within 5 business days: (i) collect and replace or repair any rejected Goods, (ii) resupply any rejected Services, or
(iii) refund all payments made by DNEX and collect the rejected Goods and any materials provided as part of the Services
Delivery and consignment
a) Time – Deliveries will take place on the date specified in this order. Time is of the essence in relation to delivery dates. If the Goods are not received, or the Services is not completed by the time agreed (or an agreed extension), DNEX reserves the right to cancel this order or any part of it. Subject to DNEX’s rights to cancel this order, Goods not delivered on the specified dates will be delivered at your expense by whatever method of delivery DNEX then specifies.
b) Freight – Unless otherwise agreed, freight, delivery and insurance will be charged to your account, and consignments will be marked “freight prepaid”, will bear DNEX’s purchase order number, the necessary handling instructions, the country of origin of the Goods and the date of dispatch on each package.
c) Packaging – Unless otherwise agreed, packing cases, boxes, drums and or packing materials will not be paid for, and will be returned, if requested, at your expense.
d) Correspondence – You must specify the purchase order number and the name of the person who made the order in all correspondence with DNEX, including shipping documents and delivery notes.
e) Approval – You must obtain DNEX’s approval before delivering any parts or materials.
f) Title and Risk -Title in the Goods, and the risk of loss or damage to the Goods, only passes to DNEX after DNEX has accepted them. Acceptance of the Goods will occur after satisfactory installation and testing or upon delivery of the Goods to the nominated site (for Goods that do not require installation and testing).
Prices, invoicing, and payment terms
a) Prices – Unless otherwise agreed, all prices will remain firm for the duration of the order and not subject to any variation in the cost of the material or labour. Unless otherwise specified, prices include all applicable governmental taxes, duties, levies fees, excises, or tariffs of any kind.
b) Invoicing – You must invoice DNEX for Goods upon delivery of the Goods, and for Services upon completion of the performance of the Services. All invoices must specify the purchase order number, the name of the person who made the order, your bank details and be sent to DNEX Accounts payable at the address specified above. DNEX will not process for payment those invoices that do not contain all the above information.
c) Payment Terms – DNEX will pay each correctly rendered and undisputed tax invoice within 30 days of the invoice date. In no event will DNEX be under any obligation to pay any invoice DNEX receives from you more than 60 days after the date DNEX accepted the Goods or Services. Payment is deemed to be made for the purpose of earning the discount on the date of mailing of DNEX’s check (or transmissions of ACH payment request to DNEX’s bank). DNEX may set off any amount owing to DNEX from you from amounts payable by DNEX to you.
Confidential information and intellectual property
a) Confidential Information – All patterns, drawings, designs, specifications, dies, tools, jigs, etc. (“Confidential Information”), supplied or paid for by DNEX are to be clearly marked as DNEX’s property and used only to provide the Goods and/or Services in accordance with this order and must be returned to DNEX immediately when the work covered by the order is completed or on DNEX’s request. This order and its subject matter will also be treated as Confidential Information. Each party acknowledges that the Confidential Information of the other party is valuable to the other party and undertakes to keep the Confidential Information of the other party secret.
b) Data Protection – In dealing with any personal information collected or accessed in the performance of any obligations under this purchase order you must comply with all applicable privacy and data protection laws as may be in place from time to time and follow any instructions or guidelines communicated by DNEX to you. You will use such personal information only as necessary for the supply of Goods or Services and take reasonable steps to protect it from unauthorized use and disclosure. You must immediately notify DNEX of any known security breach that may result in the unauthorized use, access, disclosure, or alteration of personal information.
c) DNEX’s intellectual property – All intellectual property rights in any materials provided by DNEX to you are either licensed to DNEX or are DNEX’s property, and this order does not convey to you any right, title, or interest in them. Your only right is the right to use the intellectual property to provide the Goods and/or Services in accordance with this order. If you create any material which contains or was created using DNEX’s intellectual property (“Created Material”), you assign the intellectual property rights in the Created Material to DNEX. This assignment operates as an assignment of future intellectual property rights to the extent that the Created Material is not in existence at the date of this order. You will deliver Created Material to DNEX if requested and delete copies in your possession/control.
d) Use of trademarks – You will not use the name, trade name, service marks, trademarks, trade dress or logo of DNEX in publicity releases, advertising, or similar activities without DNEX’s prior written consent.
e) DNEX’s warranty – DNEX warrants that any specifications or design furnished by DNEX to you will not cause you to infringe any patent, registered design, trademark, or copyright.
Compliance with policies
You must exercise due care and skill when you are entering, exiting or present on DNEX’s premises; comply with all occupational health and safety laws, regulations, standards, and codes of practice; comply with DNEX’s occupational health and safety standards and requirements and all signage on DNEX’s premises; and comply with all reasonable directions that DNEX may give.
Indemnity
You indemnify DNEX and DNEX’s representatives, against all losses, damages, liabilities, claims and expenses (including legal costs) incurred by DNEX and DNEX’s representatives, arising out of or in connection with, any death or injury to persons, and any loss or damage to DNEX’s real or personal property, caused by any act or omission of you or your representatives; any loss or liability related to taxes that arise in connection with this purchase order (except to the extent DNEX has agreed to be responsible for such taxes), and any infringement of DNEX’s intellectual property rights or of those of any third party.
Variations, amendments and cancellation
DNEX may vary or cancel this order up to 5 business days before the specified delivery date. DNEX may vary or cancel this order immediately if you are insolvent, or if any of your warranties are at any time inaccurate or untrue or if you breach your obligations under this order. Upon termination for any reason, DNEX must pay you all amounts that are due and owing to you up to the termination date, but not any other amounts that would or may be payable if this order had continued.
Applicable law(s)
The laws of Malaysia apply to this purchase order.