This Ethics Policy sets out the standards of professionalism and integrity to be maintained by all individuals acting on behalf of the Company. It will be periodically reviewed to make sure that it remains relevant.
All employees, irrespective of level, and third parties acting on behalf of the Company must maintain the standards outlined in the Policy in all their decisions, actions and communications.
All agents, third parties, sub-contractors and suppliers will be supplied with a copy of the Policy and must confirm in writing that they have received the Policy and will adhere to it.
All employees and third parties acting on behalf of the Company are expected to behave honestly and fairly and comply with all legal and regulatory requirements when carrying out their duties on behalf of the Company. They must not use their position for personal gain, take unfair advantage of others through dishonest, unethical or illegal practices or purposefully make false or misleading statements.
This policy should be read alongside other relevant Company policy statements and the express provisions of service contracts and contracts of employment. Any infringements could result in disciplinary action being taken under formal procedures including in the most serious cases dismissal and police referral.
Any person suspected of any infringement of this policy will be given an opportunity to explain his or her actions before formal disciplinary procedures are implemented.
Reporting any Illegal or Unethical Behaviour
Any queries and concerns should be brought to the attention of senior management or the Bribery Officer immediately. Reports can be made anonymously. The Company will not tolerate reprisal or bullying of anyone who in good faith reports a serious breach of this or any other Company policy. All directors and senior managers are expected to co-operate fully in any internal investigation into illegal or unethical behaviour.
Conflicts of Interest
All employees or third parties acting on behalf of the Company are obliged to avoid situations which may give rise to a conflict of interest, whereby the private interests or actions of an individual may interfere with the interests of the Company as a whole and make it difficult for the individual to perform his or her work objectively and effectively.
All directors and senior managers must disclose any direct or indirect interest in any competitor company, contractor, supplier, consultancy or any other person or body working with or providing goods or services to the Group.
In line with the Company’s Gifts, Donations and Entertaining Policy all employees must disclose all corporate hospitality and/or gifts they have received in the course of their duties to the bribery officer for inclusion in the Company’s Gifts and Hospitality register.
Corruption inhibits economic growth, is damaging to business, and may result in criminal and civil liability and penalties for the organisation and individuals. The Company’s Anti-Corruption Policy outlines these matters in more detail.
Each director and senior manager is accountable and responsible for ensuring compliance with the Company’s policies, and where applicable, ensuring that adequate records are maintained to demonstrate compliance.
Any questions about this policy and its application, or your conduct or the conduct of others in a particular circumstance please contact Senior Management or the Company appointed Bribery Officer.
For the purposes of this Code, “corruption” includes bribery, extortion, fraud, deception, collusion, cartels, abuse of power, embezzlement, trading in influence and similar criminal activity.
Corruption inhibits economic growth, is damaging to business, and may result in criminal and civil liability and penalties for organisations and individuals.
Johnson Tiles prohibits its directors, officers and employees, and those of its branch offices which it controls, from engaging in any form of corruption in relation to Johnson Tiles business and affairs.
Specifically such directors, officers and employees should:
a) Act at all times honestly and without deception
b) Not knowingly or recklessly do any of the following, or participate in any activity which involves any of the following:
Offer, give, demand or accept any bribe or other improper advantage.
Participate in any dishonest or deceptive activity, including in relation to any selection, certification, approval or management process.
Provide, conceal, or approve work, materials, equipment or services which are not of the quality and quantity required under contract.
Provide false, inaccurate or misleading information.
Dishonestly withhold information.
Make or submit false, inaccurate, misleading or exaggerated records, invoices, claims, applications for variations or extensions of time, or requests for payment.
Dishonestly refuse or fail to approve, or delay in approving, work, materials, equipment, services, invoices, claims, applications for variations or extensions of time, or requests for payment.
Dishonestly refuse or fail to pay, or delay in paying, sums due.
c) Any director or officer or others having management responsibility within Johnson Tiles should in addition to the above:
Not instruct, authorise or condone, expressly or impliedly any corrupt activity;
Make proper enquiries regarding any suspicion of corruption which becomes apparent;
Take reasonable preventative measures to stop corruption for which Johnson Tiles may be liable;
Report any suspicion of corruption to the Board of Directors and to the officer responsible for compliance with Johnson Tiles anti corruption programme
Johnson Tiles will use all reasonable endeavours to conduct its business and affairs so as to ensure that it does not engage in or facilitate any form of corruption.
In order to minimise the opportunity for corruption a policy has been adopted for political and charitable donations and the provision of gifts or hospitality to any person or organisation a copy of which is below.
A facilitation payment is a payment made to encourage a person to carry out his duty. Even though facilitation payments are in many cases obtained by way of extortion, they are nevertheless a form of corruption and the making or receiving of a facilitation payment is a criminal offence in many jurisdictions. Johnson Tiles prohibits the making of any facilitation payment unless permitted under local law, save in circumstances where the personal safety of any person is endangered.
Johnson Tiles will adopt a corporate anti-corruption programme to enable it to comply with this Code. Johnson Tiles will properly implement this programme within the next three months and ensure that it is reviewed on an annual basis to warrant that it is operating effectively.
The Gifts, Donations and Hospitality Policy
The gift, donations and hospitality policy establishes the ethical standards of Johnson Tiles and underpins the behaviour we expect of everyone engaged by us in conducting business on our behalf. It enables us to ensure we maintain the first class reputation that our customers, clients and employees expect from us.
The Company’s aim is always to ensure customer and client satisfaction. Occasionally, satisfied customers, clients or other third parties may seek to reward employees with gifts. Whilst the Company has no desire to stop deserving employees receiving a small token of gratitude from a satisfied customer or client, there is the potential for abuse. In addition, certain suppliers or contractors may offer “reward schemes” which allow employees to obtain free gifts or discount vouchers in return for ordering services or products on behalf of the Company from that supplier or contractor.
The Company needs to be sure its suppliers and contractors are competitive and that its employees are acting in the best interests of the Company when using a particular supplier or contractor. The Company does not believe that it is appropriate for employees to accept anything of greater value than small tokens of appreciation from customers, clients, suppliers, contractors or from any other person or organisation with which the Company has, or might have, business connections. This is because it is important to ensure that no employee acts in any way that is inconsistent with the integrity of the business by accepting a gift in circumstances where it could influence, or be seen to influence, that employee’s business decisions or actions.
For these purposes a “gift” is any payment or item given to an employee on an apparently ex-gratia basis by any party in connection with the employee’s employment by the Company.
The company expects its employees to demonstrate honesty, integrity and fairness in all aspects of their business dealings and exercise appropriate standards of professionalism and ethical conduct in all their activities. The company expects the same approach to doing business from everyone acting on its behalf including agents and third parties, and from its suppliers and customers.
Johnson Tiles does not permit any employee whether directly or indirectly, in a personal of professional capacity to:
1. Accept anything of greater value than small tokens of appreciation (up to £50) from customers, clients, suppliers, contractors or from any other person or organisation with which the company has, or might have business connections.
Any employee receiving a gift must report it to their line manager as soon as it is received and provide details of the nature of the gift and the identity of the sender. Failure to do so will constitutes a disciplinary offence and will be dealt with in accordance with the Company’s disciplinary procedure. Depending on the gravity of the offence, this may be treated as gross misconduct in accordance with the Company’s disciplinary procedure and could render the employee liable to summary dismissal.
If the gift is anything other than a small token of appreciation having no substantial financial value, the employee will be required to return the gift to the sender with a polite letter thanking them and explaining that it is the Company’s policy that employees should not receive gifts.
If, in the opinion of the line manager, the gift might constitute a bribe or other inducement, it will be passed to a Director of the Company who will return it to the sender with a suitable letter explaining the Company’s policy and asking the sender to comply with the policy in future.
In cases where the line manager determines that the gift constitutes a small token of appreciation as a personal reward, the employee may be permitted to retain the gift. However, unless the sender of the gift specifically states or makes clear that the gift is intended as a personal reward, all gifts are deemed to be the property of the Company and may be shared amongst members of staff, as appropriate.
Thus, small gifts that are genuinely given as a token of appreciation are acceptable, provided always that they are properly declared in line with this Policy and provided the sender of the gift is not subsequently treated more favourably than other clients, customers, suppliers or contractors.
If the Company discovers that a supplier has been used by an employee wholly or mainly because of the incentive of a free gift (and, as such, the employee has not acted in the best interests of the Company), this will also constitute a disciplinary offence and will be dealt with under the Company’s disciplinary procedure. Depending on the seriousness of the offence, it may again be treated as gross misconduct and could render the employee liable to summary dismissal.
The receipt of all gifts will be closely monitored by the Company.
This Policy does not apply to promotional gifts, i.e. items such as pens, calendars or stationery that bear the company name or logo of another organisation, provided that these have no significant financial value.
2. Offer to or receive hospitality from any connected person unless pre-authorised by management or in the case of management the bribery officer.
3. To offer donations either political or charitable to any organisation where anyone in that organisation would constitute a “Connected Person”, unless authorised by management or in the case of management, by the bribery officer.
For these purposes a “Connected Person” is any organisation or individual who has had, or currently has, or is likely to have in the future an influence over the Johnson Tiles business.
To ensure compliance all employees will be provided with a copy of this policy and the company’s Anti-Corruption policy, and will be asked to sign it as a condition of their employment. Employees will be required to submit details of all gifts, donations and hospitality to the bribery officer who will record all transactions in a Gifts and Entertaining Register for regular reviewing.
Johnson Tiles gifts, donations and hospitality policy, anti-corruption policy and ethics policy will be published on the Johnson Tiles website. The policies will be communicated to customers, suppliers, third parties and agents who will be asked to acknowledge that they have been made aware of the policies and that they will endeavour to adhere to the requirements within.
General Terms and Conditions of Purchase Orders
Unless otherwise agreed to in writing, all goods purchased in terms of an order shall be subject to the terms and conditions of TAL, JOHNSON TILES or TILE AFRICA, which are divisions of NORCROS SA (PTY) LIMITED of Porcelain Road, Olifantsfontein, Midrand, Tel. (011) 206-9700, as set out herein. The Seller shall be deemed to have accepted the said terms and conditions, which terms and conditions shall override any provision to the contrary. Unless otherwise agreed to in writing, no conditions of the Seller provided for in any invoice, delivery note or other document shall be binding on the Purchaser.
1.1 Orders may be placed either in writing or electronically. If in writing, such order shall only be binding on the Purchaser if it is on the Purchaser’s official Order Form and has been signed by a fully authorised person.
1.2 The Seller must fully acquaint itself with the provisions of an order form and the Purchaser shall be entitled to reject any goods which do not comply with the stated provisions. If the Seller is unable to determine the precise nature and extent of the order from the stated order form, with specific reference to the type, quantity, quality and price of goods, it must within 7 days of receipt of the order request further particulars in writing.
1.3 In the event of services being rendered in terms of an order, the Contractor shall be bound by the Purchaser’s ‘Contractor Management Policy’ (which is available on request) and the conditions of the order shall apply mutatis mutandis.
2. Execution of Agreement
2.1 Transfer of Ownership
Ownership in the goods shall pass to the Purchaser upon delivery at its premises or any other premises, which it may stipulate in writing. Such a delivery shall not be accepted by the Purchaser unless the quantity, quality or standard of the goods is acceptable to the Purchaser. A delivery note which is not signed by a duly authorised official of the Purchaser shall not be binding on the Purchaser. In the event of a dispute about the authority of the signatory of the related order, the onus of proof rests with the Seller to prove that the signatory was duly authorised.
In the case of imported goods, the Incoterms® 2010 as defined by the International Chamber of Commerce (“ICC”), applicable to the purchase as provided for on the face of the purchase order, will apply.
2.2 Period of Delivery
Unless otherwise agreed to in writing, or unless otherwise indicated on the order form, the Seller shall be obliged to deliver the goods within 30 days of the date of the order at the place as agreed. Failure to deliver the goods timeously may lead to summary cancellation of the order by the Purchaser.
2.3 Defects in Goods
The Purchaser shall, without any prejudice to any legal remedy at its disposal and notwithstanding any other provision to the contrary, be entitled, within a reasonable period after receipt of the goods, to reject them, if in the opinion of the Purchaser they appear to be faulty or defective in any respect or if they differ in any respect from the particulars on the order form. The Purchaser in its sole discretion may demand that the goods be repaired or replaced or that the Seller take back the goods and repay all monies already paid in respect thereof.
2.4 Intellectual Property Rights
If intellectual property rights of a third party are affected during the execution of our order, and unless otherwise agreed to, the Supplier shall procure the necessary licenses at his own expense. In the event that the supplier shall make an invention in the course of the execution of the order, we shall have the right to make unrestricted and cost-free use of such an invention.
3.1 No adjustment shall be made to the prices in the order.
3.2 A price escalation clause shall only be valid if the Purchaser confirms it in the order (and prior notice was given in accordance to the agreed pricing notification period).
3.3 A valid invoice for these purchases must reach the Purchaser within a reasonable time to ensure settlement in terms of the agreement.
3.4 Unless otherwise stated in the order, prices shall include delivery to the address as indicated on the order.
The Seller shall on demand pay all expenses actually incurred by the Purchaser as a result of the Seller’s non-compliance with any of the provisions of an order including, but not necessarily limited to, tracing costs, all legal costs calculated on the scale as between attorney and own client on the widest basis, collection commission, cost of valuation, dismantling, removal and storage of the goods and all other expenses incurred by the Purchaser.
5. Child and Forced Labour
The Seller warrants that it complies with all laws and regulations applicable to the prohibition of child and forced labour.