1. INTRODUCTION

Couro Azul's SUPPLIERS must accept complete responsibility with regard the supply of their products. Couro Azul's SUPPLIERS must therefore the necessary measures and implement appropriate planning and control systems, to prevent defective products from entering Couro Azul’s premises and the serious risks that may result from this. Couro Azul considers that the existence of a partnership with our SUPPLIERS is of fundamental importance.  Couro Azul is therefore fully committed to mutual understanding, collaboration and assistance in the area of information, documentation and the sharing of best practices, with a view to compliance with the demands of quality, logistics and competitiveness. In addition to standards, specifications and purchase documents, other product-specific requirements can be established on the basis of successive orders, the technical characteristics of the product, or product performance. Couro Azul expects its SUPPLIERS to respond positively when it requests their assistance.

2. DEFINITIONS

Supplier – means the Supplier, or subcontractor, according to the context;

Product – means the product, component, item or service, according to the context.

3. SYSTEM REQUIREMENTS AND MANUALS

As standard EN ISO 9001 is the basis of Couro Azul's Quality Management and Assurance Systems, SUPPLIERS must take the specific requirements of this standard into account:

• IATF 16 949

• ISO 14001

4. SUPPLY SYSTEM

Couro Azul's supply management is based on an IT system which primarily manages SUPPLIERS' files, price and purchase terms files, and a controlled cycle of orders, delivery requests and deliveries in terms of both item and quantity, plus subsequent control of billing and payments. Complete compliance with delivery periods is required for all supplies. Couro Azul assumes, in the absence of receipt of a request for additional information within two (2) days (or such other period as is previously agreed between the parties) of receipt of the order, that the SUPPLIER has all information required in order to implement the order.

4.1. ORDERS

Supplies to Couro Azul are based on an Order Note addressed to the SUPPLIER, which, among other information, states the reference number of the materials to be supplied, the quantity required and the delivery date.

• all applicable specifications are indexed to the reference number of the materials.

• the following are also deemed to be included in the order as stipulations:

- stipulations made in this document;

- stipulations contained in the body of the order.

4.2. PACKAGING AND IDENTIFICATION

All packages must bear an externally visible identification label, according to an appropriate specification. Documents that accompany materials, i.e. waybills, delivery notes and/or Invoices, must contain the Couro Azul reference number of the materials, the number of our Order Note, the quantity, unit of measurement and lot number. Practical aspects related to the tracking or traceability of materials, products and production conditions, are a very important requirement, which is included in the requirements of the standards referred to above, and must be fully implemented by all SUPPLIERS.

4.3. LEGAL REQUIREMENTS AND REGULATIONS

SUPPLIERS must ensure that the products, processes and services supplied comply with the current legal requirements and regulations in the country of shipment and the country of delivery and other special requirements, as stipulated.

5. QUALITY MANAGEMENT SYSTEM

SUPPLIERS' quality management systems and quality management measures must be based on the principles and requirements of internationally established and accepted standards, particularly ISO 9001, and that show an intention to evolve to IATF 16 949 and ISO 14001.

5.1. ADVANCED QUALITY PLANNING

SUPPLIERS of new products are expected to establish an Advanced Product Quality Plan (APQP), in order to satisfy and identify their customers' requirements.

5.2. PROCESSING OF NON-CONFORMANCES

Notice in writing of all non-conformances that are detected on delivery, during production, or in Couro Azul’s product when in use, must be given to the SUPPLIER, which is expected to respond in a timely manner and to have a plan of corrective measures. The said plan must involve: • technical non-conformance analysis • immediate replacement of the quantity of products in question • identification of causes • definition and implementation of corrective and preventive measures and analysis and identification of the    effectiveness thereof, using an 8D methodology. The direct and indirect costs of non-conformances, which are borne immediately and directly by Couro Azul, will be charged to the SUPPLIERS at the corresponding real amounts, as stated in external documents, such as the SUPPLIERS and/or Customers' invoices and the internal unit cost structure. Couro Azul reserves the right to charge the administrative costs linked to each complaint.

5.3. QUALITY RECORDS

Couro Azul requires its SUPPLIERS to retain all technical, quality control and quality assurance documentation and the associated records that prove that the quality required was achieved, for at least five (5) years.

5.4. CONTINGENCY PLAN

SUPPLIERS must identify and assess the internal and external risks affecting its production processes and equipment that are essential in terms of continued production and in order to ensure compliance with the contractual requirements; and must also establish preventive measure Contingency Plans in accordance with the risk and the impact on Couro Azul.

6. DELIVERY INSPECTION

Couro Azul accepts quantitative and qualitative administrative delivery in accordance with an internal procedure, PG.50.1001 – This procedure will be made available on request.

7. CONFORMANCE CERTIFICATES

All SUPPLIERS should note that, when Couro Azul requests, batches of products should be accompanied by the goods transport documents required by law and by a conformance certificate, which confirms that the article complies with the technical specifications previously agreed.

8. SUPPLIER CLASSIFICATION

Couro Azul operates a Supplier Evaluation and Classification System in accordance with standards ISO 9001, IATF 16 949 and ISO 14001. It therefore has an internal quality control procedure, which is available to all its SUPPLIERS.

9. SUPPLIER AUDITS

Couro Azul orders and implements supplier audits in a planned manner in accordance with a checklist-based internal quality assurance procedure, which generally interprets the prerequisites and requirements of standards ISO 9001, IATF 16 949 and ISO 14001. In order to do this, Couro Azul requires all SUPPLIERS to agree to the conduct of the said audits, by Couro Azul’s staff, who may be  accompanied by direct customers, or regulatory authorities. This condition is a common requirement in the sectors of activity in which Couro Azul trades, i.e. the automotive, aeronautical and railway components industry. The objective of these audits is the creation of a technical/quality partnership interested in the creation of value for all those involved. The aim is always to improve quality, deadline fulfilment and price competitiveness.

10. ENVIRONMENTAL RESPONSIBILITY

10.1. ENVIRONMENTAL COMPLIANCE

SUPPLIERS must comply with all the existing environmental legislation and regulations, and all legal changes without any need for Couro Azul to give prior notice to that effect. Legal limits are minimum requirements, not targets.Couro Azul encourages its SUPPLIERS to join an environmental management system (ISO 14001), not only because of the benefits to the environment, but also because of the commercial advantages and waste reduction that are achieved.

10.2. ENVIRONMENTAL MANAGEMENT

Couro Azul has chosen as its main priorities the ENVIRONMENT as dynamic factors of its competitiveness. We expect our suppliers to support and comply with our sustainability goals by adopting the best methods available in the processes necessary for the production of raw materials and components, to continuously minimize their resources consumption (i.e. raw materials, water, energy, soil and chemicals). Effective measures to reduce water consumption and to improve energy efficiency and minimize direct and indirect CO2 emissions should be taken in pursuit to a more sustainable development in all supply chain. Environmental impacts generated, such as air emissions, pollutants and wastewater must be reduced to the minimum and controlled with appropriate monitoring and treatment to contribute to the environmental protection, water and air quality improvement. Waste management shall should be aligned with the principles of the circular economy and prioritize waste reduction and recycling. Natural ecosystems and biodiversity shall be protected and deforestation must be prevented. Couro Azul suppliers and its subcontractor shall identify the main risks to their environment management systems and take the necessary measures to manage them.

10.3. CHEMICAL / MATERIAL RESTRICTIONS MANAGEMENT

Couro Azul suppliers must comply with all applicable laws and regulations regarding Registration, Evaluation, Authorisation of Chemicals (REACH). Measures to prevent use of toxic substances shall be adopted whenever is possible. Bio-based solutions must be considered in all stages of the supply chain. Hazardous Material and Chemical Management procedures must be implemented with the best practices concerning quality, environment as well as the health and safety.

11. ANIMAL WELFARE POLICY

The farming and food production industry has evolved significantly in recent years, in such a way that consumers are increasingly divorced from the farming and food production process. This has coincided with increased consumer concern regarding the source and production of farming and food products. In this context, Animal Welfare and animal welfare traceability have become an important feature of all industries with animal-based raw materials.At Couro Azul, we believe that animals, as sentient beings, have the right to be treated with care, respect and dignity throughout the supply chain. We therefore expect our SUPPLIERS to comply with the Five Freedoms of Animal Welfare, which are: 1. Freedom from Hunger and Thirst: by ready access to fresh water and a diet to maintain full health and vigour; 2. Freedom from Discomfort: by providing an appropriate environment including shelter and a comfortable resting area; 3. Freedom from Pain, Injury or Disease: by prevention or rapid diagnosis and treatment; 4. Freedom to Express Normal Behaviour: by providing sufficient space, proper facilities and company of the animal's own kind; 5. Freedom from Fear and Distress: by ensuring conditions and treatment which avoid mental suffering.To ensure that these Five Animal Freedoms are respected throughout the value chain, Couro Azul focuses on:

I. Raw material sourcing:

• raw materials must come from animals reared for meat production and in no circumstances do we accept any material from exotic, threatened or endangered species, as defined by the Convention on International Trade in Endangered Species (CITES) and the International Union for Conservation of Nature’s (IUCN) red list.

II. Healthy and controlled conditions:

• buildings must be kept clean and with correct temperature, air humidity, movement, noise and light levels; • all animals must have the appropriate space for movement, without risk of injury or falling; • all animals must have easy access to suitable food and water in a sufficient quantity; • cruelty or violence to, or unjustified abuse of,  animals is not allowed; • all animals should be protected against disease or infestation.

III. Safe conditions during transport:

• trucks must have sufficient floor area and height; • water, feed and rest must be provided; • journey times must not exceed 8 hours; • loading and unloading procedures must minimise the risk of animal injury, slipping or stress.

IV. Slaughter conditions

• animals must be kept comfortable by being kept clean, properly fed and by being protected from injury and distress; • restraint and stunning procedures must minimise suffering and ensure compliance with current legislation; • slaughter must only be carried out after restraint and stunning; • animal must be managed by an appropriate number of skilled personnel. Couro Azul has adopted two different approaches, in order to ensure that our policy is complied with by our SUPPLIERS, according to the purchasing method used: 1) Direct purchase from the abattoir: Couro Azul performs periodical inspections to check both traceability and animal welfare conditions from breeding to slaughter. 2) Purchase from distributors that purchase from abattoirs: Couro Azul requires each distributor to sign an agreement to comply with our Animal Welfare policy. Couro Azul expects all its SUPPLIERS to conduct their operations in a responsible manner, and to make every effort to comply with this policy.

12. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

Both two parties undertake to treat all aspects of the supply, i.e. materials and quantities planned and ordered, as confidential in relation to third parties. This confidentiality is required with regard to all information in the consultation, the support documents and the specifications. Supplier shall respect confidential information about customers, third parties and employees, as well as intellectual property rights by Rigorously control and protect this against misuse, mishandling, counterfeit, theft, fraud or improper disclosure in accordance with applicable law and the contractual terms with Couro Azul.

13. CHILD, FORCED OR COMPULSORY LABOUR AND HUMAN RIGHTS

I - SUPPLIERS must not employ children, who are under the age of 16, either directly or indirectly, except as part of a government-approved job training, apprenticeship or similar programme; II - SUPPLIERS must contribute for the eradication of all types of forced or compulsory labour in all stages of their production chains, by not engaging in unlawful or corrupt employment or business practices, in the supply or provision of Goods included in any Order placed by Couro Azul. III - Suppliers shall have respect for human dignity not tolerating any kind of humiliating or physical punishment or allow any Employee to be subject to verbal, psychological, physical or sexual harassment or abuse. IV - Suppliers shall not allow any form of harassment in the workplace on the basis of race, nationality, gender, religion, disability, age, background, position in the company, employment status or any other reason. Equal opportunities and treatment shall be guaranteed. V - Suppliers must comply with all applicable working hours and overtime laws. Wages must comply with all applicable national minimum wage laws, fairly, without regard to gender. VI - Supplier shall make available appropriate grievance / whistleblowing channels and remediation mechanisms available to all Employees and third parties to allow them to raise concerns or complaints, but also recommendations and improvement ideas concerning the Supplier’s operations, without fear of retaliation. VII - Suppliers must show effective recognition of the right to the freedom of association, to trade unions and to bargain collectively.

14. FAIR TRADE

I - SUPPLIERS must champion and adopt fair trade practices, that must be based on ethics and solidarity, and on principles such as the eradication of child labour and slavery, the elimination of discrimination on the grounds of race, gender and religion and the protection of the health and safety of people and of the environment; Any kind of harassment shall be forbidden. II - SUPPLIERS must ensure investment in the development of reliable products and services that minimise the risk of damage to the environment, the health and safety of users and of people in general. III - SUPPLIERS must support, participate in and/or conduct projects, campaigns and social programmes that contribute to the dissemination of educational values and improvement of the social conditions. IV - SUPPLIERS shall act with integrity and against all forms of corruption, and bribery. Extortion, money laundering, fraud and facilitation payments are unacceptable. V - SUPLIERS must avoid any actions that can be interpreted as dishonest, such as situations of conflicts of interest that might generate undue advantages for the company.

15. COMPLIANCE

I - Couro Azul accepts a public obligation to oppose corruption and bribery, as provided in its Code of Conduct and internal procedures, which are available to its management, workforce, suppliers, clients and to the general public, and to which its SUPPLIERS may therefore have access at any time. II – SUPPLIERS must, in view of clause 15.1 above, adopt anti-corruption, anti-fraud, anti-bribery and fair competition principles, in their corporate governance, by implementing a Code of Conduct (or Code of Ethics) and/or developing a Compliance Programme to orient and inform their activities. III - All purchased materials used in manufacture of goods must comply with current governmental and safety rules and regulations regarding restricted, toxic and hazardous materials, as well as the laws, rules and regulations governing environmental, electrical and electromagnetic matters in the countries of manufacture, sale and delivery. IV - SUPPLIERS must comply with all applicable laws, rules, regulations and standards with regard to health, safety and the environment, including those issued by the International Labour Organization. V – SUPPLIERS that have to carry out works at Couro Azul’s premises must comply with all internal instructions health and safety, and environmental rules and guidelines in force there. VI – SUPPLIERS warrant that neither they, nor any of their affiliate companies, are engaged in, or will engage in, any form of commercial bribery, whether directly or indirectly, the provision, or offer to provide, anything of value to, or for the benefit of, any official or employee of a governmental authority or of any government-owned, entity to obtain, or retain, any contract, business opportunity or other business benefit, or to influence any act or decision of that person in his/her official capacity. SUPPLIERS must ensure that their subcontractors, vendors, agents or other associated third parties comply with this provision. At Couro Azul’s request, SUPPLIERS must, without undue delay, certify their compliance with the foregoing.

16. NON-COMPLIANCE

In the event of failure to comply with these General Purchase Conditions, Couro Azul has the right to immediately terminate all existing agreements with the defaulting SUPPLIER, and to cancel all negotiations, with immediate effect and without compensation, and without prejudice to any other rights and/or remedies Couro Azul may have at law. In such circumstances, the SUPPLIER shall indemnify and hold Couro Azul harmless from and against any and all liability, claims, demands or expenses (including, inter alia, legal or other professional fees) arising from or relating to the SUPPLIER’S non-compliance. NOTE: Thank you for reading this document. Please submit all questions and comments within 15 days, after which you will be deemed to accept these General Purchase Conditions.