Supplier requirements

Supplier shall ensure that the Products, Supplier processes, and Supplier services conform to applicable legal requirements in the country/countries of manufacture, shipment, delivery, and (if provided to Supplier) the country of destination. Supplier shall cascade all applicable requirements down the supply chain to the point of manufacture.

RoHS – Restrictions of Hazardous Materials

Danfoss products may be directly or indirectly in scope of EU RoHS Directive 2011/65/EU and/or similar regulations in other markets and jurisdictions. Supplier shall therefore:

•  follow Danfoss’ RoHS requirements in product specifications and drawings;
• on request fill out and return Danfoss RoHS Declaration Template for the Products;
• deliver any other relevant RoHS information regarding the Products to enable Danfoss to fulfill its RoHS compliance obligations to customers and authorities.

Conflict Minerals

Danfoss or its customers may be subject to due diligence and reporting requirements regarding Conflict Minerals. For the purposes of this Clause 2.3 “Conflict Minerals” means tin, tantalum, tungsten or gold originating from (i) uncertified smelters and refiners sourcing from conflict mines in the Democratic Republic of Congo and adjacent countries under the US conflict minerals rules (section 1502, Dodd-Frank); (ii) uncertified smelters and refiners from other conflict-affected areas under EU conflict minerals rules (EU Regulation 2017/821) or equivalent rules in other jurisdictions, or (iii) suppliers embargoed or sanctioned by authorities or intergovernmental organizations.

If the Products contain tin, tantalum, tungsten or gold Supplier shall:

• Adopt policies and management systems with respect to Conflict Minerals and require its sub-suppliers of tin, tantalum, tungsten or gold or products that contain such materials to adopt similar policies and systems;
• On Danfoss request exercise due diligence and without undue delay upload a populated and validated conflict minerals report (“CMR”) according to the Responsible Minerals Initiative Conflict Minerals Reporting Template (“CMRT”) to a platform designated by Danfoss;
• Request CMR from its sub-suppliers of tin, tantalum, tungsten or gold as part of Supplier’s due diligence;
• Support Danfoss, as reasonably required, to help Danfoss or its customers comply with reporting obligations.

The CMRT-reporting template is available here.

Forced and Child Labor regulations

Danfoss or its customers may be subject to legal requirements (including due diligence and reporting) regarding forced and child labor, including, but not limited to, the Uyghur Forced Labor Prevention Act (UFLPA).

Supplier is required to ensure that its products are not partially or wholly manufactured in, nor are its components (including raw materials, parts, and sub-assemblies) imported from the Xinjiang Uyghur Autonomous Region, unless the Supplier can prove with "clear and convincing evidence" that the products were not produced with forced labor. Supplier must maintain and provide upon request documentation demonstrating the origin of all materials and components used in the manufacture of the products, including but not limited to supply chain maps, audit reports, and certifications.

Additionally, if there is a credible evidence suggesting that the products supplied to Danfoss by the Supplier originate from a country listed on the List of Goods Produced by Child Labor or Forced Labor published by the US Bureau of International Labor Affairs, or similar list, Supplier shall provide "clear and convincing evidence" that due diligence has been conducted and the products or its components were not produced partially or wholly with forced or child labor.

Disclosure and reporting

Supplier shall comply with Danfoss’ material compliance data reporting requirements available here.

Supplier shall upon Danfoss’ request deliver the following information with respect to Products: 

• written declarations signed by duly authorized manager of Supplier, its sub-suppliers (if applicable) or relevant external bodies certifying that Products conform with applicable law and the Danfoss Negative List;
• Substance information in form of full material disclosure (“FMD”) or other relevant format describing type, amount, and (as applicable), the percentage weight of all elements, minerals, compounds, substances and other ingredients that comprise Products or components hereof;
• information concerning any changes in or additions to such ingredient in Products.

Supplier shall provide the above-mentioned information to Danfoss without undue delay in accordance with applicable industry standards as amended or customized by Danfoss from time to time to reflect changes in applicable law and Danfoss customer requirements.

To facilitate evolving regulatory and customer requirements regarding transparency, compliance and information exchange Supplier agrees upon Danfoss’ request and without undue delay to join supplier compliance data exchange platform(s) defined by Danfoss and to submit the required information via such platform(s), including but not limited to IMDS or CDX. Danfoss will in such case(s) provide Supplier with reasonable notice, relevant on-line training and make all reasonable efforts to facilitate a smooth transition. 

Supplier shall upon Danfoss’ request provide any information associated with carbon emission data and associated information of the Products to ensure a seamless supply chain communication and Danfoss commitment to its sustainable reporting requirements.

At Danoss’ reasonable request Supplier shall provide any other required information related to Product compliance or sustainability.

If applicable, Supplier shall inform Buyer about any (re-) export license requirements for the Products under local (the country from which Supplier will export the Products), European or US export control law and customs regulations as well as the export control law and customs regulations of the country of origin of the Products. Therefore, at least in its offers, order confirmations and invoices Supplier shall provide the following information with respect to the Products: 

• ECCN (Export Control Classification Number) for European and/or US-goods (including technology and software) pursuant to the European Export Control regulations and/or US Export Administration Regulations (EAR);
• local export control classification number in country of origin
• whether the Product is subject to US control lists due to US content (De Minimis) or Foreign Direct Product Rule
• country of origin of the Products and of the components thereof, including technology and software;
• any transport of the Products through USA, manufacture or stocking of the Products in the USA and whether the Products have been manufactured by using US technology; and
• a contact person in Supplier 's organization to provide further information to Danfoss upon request.
• Upon request document that Products or Product content such as, but not limited iron, steel or aluminum are not sourced from Russia or Belarus.
• Supplier warrants that it has implemented and will maintain adequate measures, policies, and internal controls to manage all technical information provided under this Agreement in compliance with all applicable laws and regulations, including but not limited to export control and sanctions laws.

In case of any alterations to origin and/or characteristics of the Products, Deliverables and/or Services and/or to the applicable Foreign Trade Regulations Supplier shall update the Export Control and Foreign Trade Data as early as possible but not later than thirty (30) days prior to the relevant delivery date. 

Upon Danfoss' request Supplier shall provide any other foreign trade data with respect to the Products and Product content in written form and shall inform Danfoss on all changes to such data without undue delay and prior to supply to Danfoss. 

Customs
Supplier must satisfy all requirements of the applicable national and international customs and foreign trade legislation (“Foreign trade legislation”). Supplier must notify Danfoss in writing of all data and information that the ordering party needs in order to comply with the Foreign trade legislation in exports, imports and re-exports, in particular, but not limited to:

• the commodity code according to the current commodity classification for trade statistics and customs purposes based upon the Harmonized System (HS); and
• the country of origin (non-preferential origin).

If requested by Danfoss the following must also be supplied:

• a certificate proving the non-preferential origin; and
• where applicable, supplier declarations of preferential origin or preferential certificates (in the case of suppliers from countries where electronic origin statements do not apply).

Upon Danfoss' request Supplier must provide any other foreign trade data with respect to the Products and their components in written form and must inform Danfoss of all changes to such data without undue delay and prior to supply to Danfoss.

Processing of Personal Data
Neither Party will allow the processing of Personal Data without signing a data processing agreement (“DPA”) that complies with the GDPR. If processing of Personal Data takes place without a DPA being signed, each Party must as soon as it becomes or should have become aware of it, without undue delay notify the other Party hereof. Processing must be temporarily suspended until alignment between the Parties on how to remedy is reached. 

Data Breach
Each Party shall implement the necessary technical mechanisms/measures as required under the GDPR to protect the other Party's Data that it has received. In the event of a Data Breach, the other Party shall:

• immediately inform the other Party in writing and/or by telephone and provide a detailed description of the Data Breach, the Personal Data affected, and any other information reasonably requested by the other Party, furthermore;
• promptly take security measures, including investigating, identifying, preventing and minimizing the impact of such Data Breach, at its own expense and;
• report it to the supervisory authority of the country/countries concerned and answer any questions that may arise.

For the purposes of this Clause 6.3 and Clause 7 “Data” means Personal Data transaction data or any other data and “Data Breach” means any event involving an actual or potential compromise of the security, confidentiality or integrity of data, such as any unauthorized access or use.

All announcements or press releases must be pre-approved by both Parties and cannot be disclosed to third parties without mutual agreement, which agreement cannot be unreasonably withheld or delayed.

Changes 
In the event of changes or impacts that may affect the aforementioned requirements under the GDPR, each Party is required to notify the other Party without undue delay.

Deletion upon Termination
Upon expiration or termination of this Agreement each Party must make sure to delete any Personal Data that it has obtained in connection with this Agreement without undue delay. Written confirmation of the deletion signed by a senior officer of the Party is to be sent to the other Party.