Kumbaya is a global humanitarian technology company whose goal is to address the needs of the underserved in rural, off-grid communities living without access to electricity, lighting, and connectivity to ensure affordable, reliable, sustainable Electrification and connectivity access. We Drive Disruption and Accelerate Transformation.
A limitless global content platform, our zeroXess will not only power cell phones, LED fixtures and other connected devices it enables connectivity to the internet. Put quite simply “Electrification powers connectivity. Connectivity powers knowledge. Knowledge powers social and economic progress.”
Kumbaya is committed to complying with all applicable laws and best corporate governance practices, wherever we operate. It is a core aspect of our mission to act with integrity in all of our operations. The Board of Directors of Kumbaya expects all employees to comply with both the letter and spirit of the law and governance codes.
Guided by the OECD Convention on Combating Bribery and the UN Convention against Corruption, Kumbaya maintains a zero tolerance policy regarding bribery and corruption.
Kumbaya affirms that we will not pay or procure the payment of a bribe or unlawful fee to encourage the proper performance of a task or one that is intended or likely to compromise the integrity of another. We will not accept any payment, gift or inducement from a third party, which is intended to compromise our own integrity.
Kumbaya has communicated this policy to all its employees, to ensure that its commitment to integrity and legal compliance is followed. When contracting with a third party we will insist that they acknowledge our commitment to good governance and that they in turn require the same high standards of those they engage.
Any person who believes that Kumbaya or its staff are involved in bribery and corruption is encouraged to report their concerns to their supervising officer or Kumbaya’s General Counsel.
PURPOSE AND OBJECTIVE
The commitment to excellence is fundamental to the philosophy of Kumbaya (the “Corporation”). This commitment isn’t just about building innovative technology. It’s also about who we are as a company, how we manage our business internally, and how we think about and work with suppliers, agents, and our customers. Not only do we endeavor to deliver the best products and services, we strive to conduct ourselves ethically and responsibly. The Corporation expects its suppliers, agents, sales representatives and resellers to respect fundamental human rights, to treat their workforce fairly and with respect and to follow all applicable laws, rules, regulations, and standards. In order to make our position clear to our suppliers, agents, sales representatives and resellers (collectively, “Suppliers”) and any other affected parties, we have documented this Code of Conduct.
The Corporation expects that its Suppliers will share and embrace the letter and spirit of our commitment to integrity. We understand that Suppliers are independent entities; however, the business practices and actions of a Supplier may impact and/or reflect upon the Corporation. Because of this, the Corporation expects all Suppliers and their employees, and authorized subcontractors to adhere to the Corporation Code of Conduct for Suppliers and Agents while they are conducting business (directly or indirectly) with and/or on behalf of the Corporation. All the Suppliers should educate their employees and authorized subcontractors to ensure they understand and comply with the Corporation Code of Conduct for Suppliers and Agents.
GENERAL CODE OF CONDUCT FOR SUPPLIERS AND AGENTS
OBLIGATION TO INFORM
This document shall be displayed in such a way that anyone whose work contributes to our products and services is aware of the principles of this Code of Conduct. It is the responsibility of Suppliers to ensure that their employees and authorized subcontractors are informed about and comply with this code. The Corporation is prepared to clarify the content and associated requirements of this document upon request.
All the Suppliers must, in all activities, obey national and regional statutory requirements in the countries in which they are operating. If any of the requirements stated in this document violate the law in any country or territory, the local law will always take precedence. In such case, a Supplier must immediately inform the Corporation. It is, however, important to understand that the Corporation requirements are not limited to the requirements of national laws.
- BASIC HUMAN RIGHTS
Anyone who works directly or indirectly for the Corporation is entitled to his or her basic human rights. The Corporation does not accept the use of bonded workers, forced labor, prisoners or illegal workers. If foreign workers are employed on a contract basis, they should never be required to remain in employment against their will.The Corporation does not accept that workers are subject to corporal punishment, mental or physical disciplinary action, or harassment. Dismissal of female workers due to pregnancy is not acceptable. The Corporation recommends that all workers are free to peacefully and lawfully join associations of their own choosing and have the right to bargain collectively.No worker should be discriminated against because of age, race, gender, religion, sexual orientation, marital or maternity status, political opinion or ethnic background.
- WAGES AND WORKING HOURS
aAll workers should know the basic terms and conditions of their employment. Legislated minimum wages should be a minimum, rather than a recommended level. Wages should be paid regularly and on time. A normal workweek must not exceed the legal hourly limit, and all overtime work should be properly compensated.Workers should be granted stipulated annual leave, sick leave and maternity/paternity leave without any form of repercussion.
- SAFETY BUILDING AND FIRE SAFETY
The Corporation requires that worker safety is always a priority concern. Buildings must have clearly marked exits and emergency doors should be visible. All workers shall be informed of the safety arrangements. An evacuation plan should be displayed on every floor of a building and the fire alarm should be tested regularly. Regular evacuation drills are recommended.
- FIRST AID
First aid equipment must be available in a building, and at least one person in each department should be trained in a basic first aid. It is recommended that a doctor or nurse is available on short notice in the event of an accident on the premises. The employer should cover the costs (not covered by social security) of medical care for injuries incurred on their premises.
- WORKPLACE CONDITIONS
It is important for all workers’ well being that chemicals are handled in a safe and correct way. All chemicals shall be marked and labeled in the correct way. Training and instructions for handling chemicals must be performed, and workers must have adequate body protection. The temperature and noise level of the work environment should be tolerable. Ventilation should be adequate. Lighting should be sufficient for the work performed.The workplace should have an adequate number of clean sanitary facilities, which are preferably separated for men and women. Workers should have access to these facilities without unreasonable restrictions.
- HOUSING CONDITIONS
Where staff’s housing facilities are provided, we require that workers’ safety is a priority concern. The recommended safety and workplace concerns described above are applicable to these housing facilities. All workers should be provided with their own individual bed, and the living space per worker must meet the minimum legal requirement. Dormitories, toilets and showers should be separated for men and women. There should be no restriction on workers’ rights to leave the dormitory during off-hours.Fire alarms, fire extinguishers, unobstructed emergency exits, and evacuation drills are of particular importance in dormitory areas.
- CHILD LABOR
- DEFINITION OF CHILD
A child in this context is a person younger than 15 years of age or 14 years of age in accordance with the exceptions for developing countries as set out in Article 2.4 in the ILO Convention No. 138 on Minimum Age.
- CHILD LABOR CODE
The Corporation bases its child labor code on the UN Convention on the Rights of the Child, Article 32.1. The Corporation “recognize[s] the right of the child to be protected from economic exploitation and from performing any work that is likely to be hazardous or to interfere with the child’s education or to be harmful to the child’s health or physical, mental, spiritual, moral or social development.”
- IMPLEMENTATION OF OUR CHILD LABOR CODE
The Corporation does not accept child labor. The Corporation acknowledges that it exists and realizes that it cannot be eradicated by simply setting up rules or inspections, but by actively contributing to the improvement of children’s social situations. Thus, the Corporation endeavors to improve the situation for any child affected by our ban on child labor. The Corporation will request that the employer acts in accordance with the overall best interests of the child. A satisfactory solution is whatever improves an individual child’s overall situation. The employer should cover the costs for this.
- ENFORCEMENT OF OUR CHILD LABOR CODE
The Corporation will discontinue cooperation with any party that persists in non-compliance with our child labor code.
- DEFINITION OF CHILD
- APPRENTICESHIP PROGRAMS
The Corporation accepts apprenticeship programs for children between the ages of 12 and 15 years in countries where the law permits such programs, but only under certain conditions. The total numbers of hours spent on light work and school together should never exceed seven hours per day. The employer must be able to prove that work is not interfering with the child’s education, that apprenticeship is limited to a few hours per day, that the work is light and clearly aimed at training, and that the child is properly compensated. The Corporation will not accept apprenticeship programs that do not comply with these terms.
- SPECIAL RECOMMENDATIONS
The Corporation acknowledges that according to Article 1 of the UN Convention on the Rights of the Child, a person is a child until the age of 18. The Corporation, therefore, recommends that children in the age group 15-18 years be treated accordingly, i.e., by limiting the total number of working hours per day and implementing appropriate rules for overtime. Children in this age group are not allowed to perform hazardous work.
- DRUG-FREE WORKPLACE
We prohibit the use, possession, distribution, and/or sale of illegal drugs by Suppliers while on the Corporation owned or leased property or while conducting business with and/or on behalf of the Corporation.
- BASIC HUMAN RIGHTS
LEGAL AND REGULATORY COMPLIANCE PRACTICES
- ENVIRONMENTAL ISSUES
The environment is of increasing concern globally, and the Corporation expects its Suppliers to comply with applicable environmental laws and regulations.
- ANTI-CORRUPTION LAWS
All Suppliers must comply with the anti-corruption laws of the countries in which they do business, including the United States Foreign Corrupt Practices Act, and not make any direct or indirect payments or promises of payments to foreign government officials for the purpose of inducing the individual to misuse his or her position to obtain or retain business.
- EXPORT REQUIREMENTS
All Suppliers must comply with all applicable trade control and applicable laws as well as all export, re-export and import requirements. Several United States laws restrict trade with certain countries and with persons and entities from those countries. The Corporation operations worldwide must comply with U.S. export restrictions. Suppliers who are uncertain of the legal trade status of any country or technology for export should contact the appropriate the Corporation representative.
- ANTITURST/FAIR COMPETITON
All Suppliers must conduct business in full compliance with antitrust and fair competition laws that govern the jurisdictions in which they operate.
Suppliers must not cooperate with foreign boycotts that are not approved by the United States government. Any request for information or action that seems to be related to a foreign boycott, or other illegal boycott, should be immediately forwarded to the appropriate the Corporation representative.
- ENVIRONMENTAL ISSUES
- ACCURATE ACCOUNTS AND RECORD KEEPING
Suppliers should honestly and accurately record and report all business information and comply with all applicable laws regarding their completion and accuracy. Business records should be created, retained and disposed of in full compliance with all applicable legal and regulatory requirements.
- CONFLICTS OF INTEREST
Suppliers must act in the best interests of the Corporation, its customers and other business partners, and avoid improper influence, or even the reasonable appearance of improper influence. Suppliers are naturally involved in business relationships with companies in addition to the Corporation. These relationships must not reasonably appear to compromise your responsibilities or ability to make sound, impartial, and objective business decisions in connection with your engagement with the Corporation. Any situation that creates or could reasonably appear to create a conflict of interest should be avoided and disclosed to the appropriate the Corporation representative.
- ACCURATE ACCOUNTS AND RECORD KEEPING
MONITORING AND ENFORCEMENT
- THE PRINCIPLE OF TRUST AND COOPERATION
The Corporation expects all of its Suppliers and their authorized subcontractors to respect this Code of Conduct and to actively do their utmost to achieve its standards. The Corporation will cooperate with our Suppliers to achieve adequate solutions. The Corporation is also prepared to take cultural differences and other relevant factors into consideration, but the Corporation will not compromise on the fundamental requirements described in this document.
All Suppliers are obliged to keep the Corporation informed about where each order is produced. The Corporation reserves the right to make unannounced visits to sites where people work directly or indirectly for the Corporation. The Corporation also reserves the right to let an independent party conduct an inspection.
- THE PRINCIPLE OF TRUST AND COOPERATION
TREAT IN AN ETHICAL MANNER THOSE TO WHOM KUMBAYA, INC. HAS AN OBLIGATION
The officers, directors and employees of Kumbaya (the “Company”) are committed to honesty, just management, fairness, providing a safe and healthy environment free from the fear of retribution and respecting the dignity due everyone. For the communities in which we live and work, we are committed to observe sound environmental business practices and act as concerned and responsible neighbors, reflecting all aspects of good citizenship.
For our shareholders, we are committed to pursuing sound growth and earnings objectives and exercising prudence in the use of our assets and resources. For our suppliers and partners, we are committed to fair competition and the sense of responsibility required of a good customer and teammate.
PROMOTE A POSITIVE WORK ENVIRONMENT
All employees want and deserve a workplace where they feel respected, satisfied and appreciated. We respect cultural diversity and will not tolerate harassment, or discrimination of any kind—especially involving race, color, religion, gender, age, national origin, disability and veteran or marital status.
Providing an environment that supports honesty, integrity, respect, trust, responsibility and citizenship permits us the opportunity to achieve excellence in our workplace. While everyone who works for the Company must contribute to the creation and maintenance of such an environment, this also includes our executives and management personnel, who have a responsibility for fostering a work environment that is free and open and will bring out the best in all of us. Supervisors should not place subordinates in a position that could cause them to deviate from acceptable ethical behavior.
PROTECT YOURSELF, YOUR FELLOW EMPLOYEES AND THE WORLD WE LIVE IN
We are committed to providing a drug-free, safe and healthy work environment and to observing environmentally sound business practices. We will strive, at a minimum, to do no harm and where possible, make the communities in which we work a better place to live. Each of us is responsible for compliance with environmental, health and safety laws and regulations.
KEEP ACCURATE AND COMPLETE RECORDS
We will maintain accurate and complete Company records. Transactions between the Company and outside individuals and organizations will be accurately entered into our books, in accordance with generally accepted accounting practices and principles. The Company will not tolerate anyone misrepresenting facts or falsifying records. It will not be tolerated and will result in disciplinary action.
OBEY THE LAW
We will conduct our business in accordance with all applicable laws and regulations. Compliance with the law does not comprise our entire ethical responsibility. Rather it is, at a minimum, absolutely essential condition for performance of our duties. In conducting business, we shall:
Strictly Adhere To All Antitrust Laws
Officers, directors and employees must strictly adhere to all antitrust laws where the Company is operating. Such laws exist in the United States and in many other countries where the Company may conduct business. These laws prohibit practices in restraint of trade such as price fixing and boycotting suppliers or customers. They also bar pricing intended to run a competitor out of business; disparaging, misrepresenting or harassing a competitor; stealing trade secrets; bribery; and kickbacks.
Strictly Comply With All Securities Laws
In our role as a publicly owned company, we must always be alert to and comply with the security laws and regulations of the United States and other countries where the Company engages in business.
- Do Not Engage In Speculative Or Insider Trading
Federal law and Company policy prohibits officers, directors and employees, directly or indirectly through their families or others, from purchasing or selling company stock while in the possession of material, non-public information concerning the Company. This same prohibition applies to trading in the stock of other publicly held companies on the basis of material, non-public information. To avoid even the appearance of impropriety, Company policy also prohibits officers, directors and employees from trading options on the open market in Company stock under any circumstances.Material, non-public information is any information that could reasonably be expected to affect the price of a stock. If an officer, director or employee is considering buying or selling a stock because of inside information they possess, they should assume that such information is material. It is also important for the officer, director or employee to keep in mind that if any trade they make becomes the subject of an investigation by the government, the trade will be viewed after-the-fact with the benefit of hindsight. Consequently, officers, directors and employees should always carefully consider how their trades would look from this perspective.Two simple rules can help protect you in this area: (1) do not use non-public information for personal gain and (2) do not pass along such information to someone else who has no need to know.
This guidance also applies to the securities of other companies for which you receive information in the course of your employment at the Company.
- Be Timely And Accurate In All Public Reports
As a public company, the Company must be fair and accurate in all reports filed with the United States Securities and Exchange Commission. Officers, directors and management of the Company are responsible for ensuring that all reports are filed in a timely manner and that they fairly present the financial condition and operating results of the Company.Securities laws are vigorously enforced. Violations may result in severe penalties including forced sales of parts of the business and significant fines against the Company. There may also be sanctions against individual employees including substantial fines and prison sentences.The principal executive officer and principal financial Officer will certify to the accuracy of reports filed with the SEC in accordance with the Sarbanes-Oxley Act of 2002. Officers and directors who knowingly, or willingly make false certifications may be subject to criminal penalties or sanctions including fines and imprisonment.
- Do Not Engage In Speculative Or Insider Trading
AVOIDS CONFLICTS OF INTEREST
Our officers, directors and employees have an obligation to give their complete loyalty to the best interests of the Company. They should avoid any action that may involve, or may appear to involve, a material conflict of interest with the Company. Officers, directors and employees should not have any material financial or other business relationships with suppliers, customers or competitors that might impair, or even appear to impair, the independence of any judgment they may need to make on behalf of the Company.
Here Are Some Ways A Conflict Of Interest Could Arise:
- Employment by a competitor, or potential competitor, regardless of the nature of the employment while employed by the Company.
- Acceptance of gifts, payment, or services from those seeking to do business with the Company.
- Placement of business with a firm owned, or controlled by an officer, director or employee or his/her family.
- Ownership of, or substantial interest in, a company that is a competitor, client or supplier.
- Acting as a consultant to the Company customer, client or supplier.
Officers, directors and employees are under a continuing obligation to disclose any situation that presents the possibility of a conflict or disparity of interest between the officer, director, or employee and the Company. Disclosure of any potential conflict is the key to remaining in full compliance with this policy.
COMPLETE ETHICALLY AND FAIRLY FOR BUSINESS OPPORTUNITIES
We must comply with the laws and regulations that pertain to the acquisition of goods and services. We will compete fairly and ethically for all business opportunities. In circumstances where there is reason to believe that the release or receipt of non-public information is unauthorized, do not attempt to obtain and do not accept such information from any source.
If you are involved in Company transactions, you must be certain that all statements, communications and representations are accurate and truthful.
AVOID ILLEGAL AND QUESTIONABLE GIFTS OR FAVORS
The sale and marketing of our products and services should always be free from even the perception that favorable treatment was sought, received, or given in exchange for the furnishing or receipt of business courtesies. Officers, directors and employees of the Company will neither give nor accept business courtesies that constitute, or could be reasonably perceived as constituting, unfair business inducements or that would violate law, regulation or policies of the Company, or could cause embarrassment to or reflect negatively on the Company’s reputation.
MAINTAIN THE INTEGRITY OF CONSULTANTS, AGENTS, AND REPRESENTATIVES
Business integrity is a key standard for the selection and retention of those who represent the Company. Agents, representatives and consultants must certify their willingness to comply with the Company’s policies and procedures and must never be retained to circumvent our values and principles. Paying bribes or kickbacks, engaging in industrial espionage, obtaining the proprietary data of a third party without authority, or gaining inside information or influence are just a few examples of what could give us an unfair competitive advantage and could result in violations of law.
PROTECT PROPRIETARY INFORMATION
Proprietary Company information may not be disclosed to anyone without proper authorization. Keep proprietary documents protected and secure. In the course of normal business activities, suppliers, customers and competitors may sometimes divulge to your information that is proprietary to their business. Respect these confidences.
OBTAIN AND USE COMPANY ASSETS WISELY
Personal use of Company property must always be in accordance with corporate policy. Proper use of Company property, information resources, material, facilities and equipment is your responsibility. Use and maintain these assets with the utmost care and respect, guarding against waste and abuse, and never borrow or remove Company property without management’s permission.
FOLLOW THE LAW AND USE COMMON SENSE IN POLITICAL CONTRIBUTIONS AND ACTIVITIES
The Company encourages its employees to become involved in civic affairs and to participate in the political process. Employees must understand, however, that their involvement and participation must be on an individual basis, on their own time and at their own expense. In the United States, federal law prohibits corporations from donating corporate funds, goods, or services, directly or indirectly, to candidates for federal offices—this includes employees’ work time. Local and state laws also govern political contributions and activities as they apply to their respective jurisdictions.
The Company shall establish an Audit Committee empowered to enforce this Code of Ethics. The Audit Committee will report to the Board of Directors at least once each year, regarding the general effectiveness of the Company’s Code of Ethics, the Company’s controls and reporting procedures and the Company’s business conduct.
The Company shall consistently enforce its Code of Ethics and Business Conduct through appropriate means of discipline. Violations of the Code shall be promptly reported to the Audit Committee. Pursuant to procedures adopted by it, the Audit Committee shall determine whether violations of the Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee or agent of the Company who has so violated the Code.
The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment and restitution.
Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as: (i) persons who fail to use reasonable care to detect a violation; (ii) persons who, if requested to divulge information, withhold material information regarding a violation; and (iii) supervisors who approve or condone the violations, or attempt to retaliate against employees or agents for reporting violations or violators.
Unless otherwise specified in the order or in the general purchase agreement, concluded by both parties, if necessary. Without written or express derogation, all Kumbaya orders are being governed by the following conditions, with the exception of any contrary clauses, either hand written or typed.
Kumbaya orders, for the acceptance of the supplier’s offer, are valid only if confirmed by a regular purchase order.
Any clause contrary to the existing purchasing conditions, which is not the subject to some special agreements to the contract, is rejected and cancelled, in particular the clauses which are part of the general sales conditions, delivery slips, invoices, etc.
Any Kumbaya order will require a receipt confirmation, which will be the same with accepting the special and general conditions governing the order. Kumbaya reserves the right to consider null and unjustified any order for which a receipt confirmation has not been issued within two (2) calendar days from the date of placing the respective order. In the absence thereof, the supplier agrees in all respects with the terms in the order.
Any order adjustment, requested by the supplier, will represent the subject of an amendment, drawn up and signed by both parties.
Kumbaya reserves the right to verify the proper execution of its orders by performing visits or inspections, considered useful. All the means and the necessary documents will be made available to the persons authorized to perform such inspection.
PACKAGING – DISPATCHES – SHIPMENT
The supplier commits to have the materials packed in the most efficient way, in order to keep their integrity until they are being used. The invoicing or the storage of the packages will not be accepted, unless stipulated in the agreement.
Any delivery will be the subject of a delivery note, which will include the references of the order, the delivered items, the quantity, the date of shipment and the packaging; the delivery note will be placed on the outside of the package (or inside one), in a sealed pocket.
In the absence of a delivery note properly indicated, being impossible to notify the carrier regarding the existence of any reserves, only the identified weight and quantity will be retained by the buyer for the purpose of payment.
The mutual risks and obligations of the two parties concerning the shipment of the merchandise are being governed in accordance with incoterm 2010.
RECEPTION OF THE MERCHANDISE
The risk will be passed on to Kumbaya, only when the materials are delivered and received, at the reception place, defined in accordance with incoterm and retained by both parties.
RESERVATION OF THE PROPERTY RIGHT
Kumbaya doesn’t acknowledge any reservation clause of the property right in favor of the supplier, despite any clauses included in the supplier’s documents, with the exception of building a stock on consignment, placed at Kumbaya.
ACCEPTANCE – REFUSAL
All the merchandises or products that don’t comply with Kumbaya’s order will be rejected, returned, within maximum forty-eight (48) hours, at the supplier’s expense, risk and jeopardy, and shall be the subject of a debit note.
The delivery deadlines, specified in Kumbaya’s orders, are binding and contractual. Kumbaya reserves the right to return the deliveries performed within more than eight (8) days before the established date, as well as the extra quantities. If Kumbaya agrees to an early delivery, the payment will be made still in accordance with the contractual terms concerning payment.
The supplier commits to immediately notify Kumbaya regarding any event, which is likely to cause a delivery delay, beyond the deadline stipulated in the order.
In the event of an actual delay, at its sole discretion, without prejudicing any damage request, and regardless of what caused the delay, except for force majeure events, Kumbaya will be able to:
- Request delivery through overnight courier, at the supplier’s expense.
- Cut down or cancel the order or the portion of the order improperly executed, with no compensation fees.
- Replace the supplier or entrust the delivery of the merchandise to another company, after the written official notification addressed to the supplier, unless it is being followed by a proper remediation within fifteen (15) days.
Additional shipment expenses will be fully assigned to the supplier who has not met its contractual obligations and will be subject to deduction from the amounts owed to him. The supplier will agree to the penalties below.
Without prejudicing a higher damage, the minimum delay penalty shall represent:
- 1% from the value of the order, no taxes included, in the event of delay, per week, from the second to the fifth week of delay.
- 5% for any further week, etc., up to a maximum of 10% from the total value of the order, no taxes included. The penalties can represent the subject of a compensation fee equal to the value of the amounts owed to the supplier. The payment of the penalties will not relieve or exempt the supplier from perfectly executing its contractual obligations.
The pointed out prices are firm and cannot be revised.
INVOICES – PAYMENTS
The invoices will be sent to the Accounting Department for Suppliers, within Kumbaya. The address is: Kumbaya, to the attention of the Accounting Department for Suppliers, 31244 Palos Verdes Dr. W, Ste 245, Rancho Palos Verdes, CA 90275-5370. The invoices will by all means state the number of the order, the numbers (or the references) of the delivered product lines and the number(s) of the delivery note(s).
One copy thereof will be sent, no later than the delivery date, unless there are no special conditions to the contrary, the correspondent payment being performed through bill of exchange, within sixty (60) days from the date of delivery and receipt of the contractual documents. The issue of the bill of exchange does not imply either the final acceptance of the deliveries, or the waiver of the warranty. The supplier agrees that the adjustments made to the amounts invoiced to Kumbaya (which become necessary as a result of some significant invoicing errors, of some products missing or rejected upon reception), will be the subject of some debit notes from Kumbaya.
The delivered goods are guaranteed for one (1) year, are exempt from any material fabrication fault, deficient construction, operation or installation, apart from the legal guarantee for hidden faults. If the delivered goods are not executed accordingly or are subject to a fault previously mentioned or otherwise, they can be returned to the supplier, at its expense, risk and jeopardy, including the shipment costs. The suppliers will not be able to make use of the performed payment in order to decline:
- The proposal of some corrective actions, to avoid a recurrent situation;
- The repair or the replacement of the faulty material;
- The compensation of Kumbaya for the damage suffered;
- The reimbursement in full of the amounts paid, in the event of goods rejection.
The mission(s) assigned by Kumbaya to a supplier is (are) strictly confidential. Therefore, the supplier has the obligation to avoid the disclosure of any information that might damage Kumbaya’s interests. Kumbaya will be solely authorized to ensure industrial protection, on its own behalf and expense.
The supplier is prohibited to transfer its order, to subcontract the execution thereof, to bring it as contribution to a group’s or a society’s share capital, without Kumbaya’s prior written consent. Even in the light of this expressed acceptance, the supplier will still remain liable for the complete execution of the order. For this reason, Kumbaya will honor the payments owed only to the supplier, and not to somebody else.
TECHNICAL FAILURE OF THE SUPPLIER
If the supplier is unable to meet the technical requirements related to the accepted order, Kumbaya reserves the right to request the reimbursement of the amounts paid to the supplier or of the necessary expenses in order to remedy the supplier’s failure. Also, under these circumstances, Kumbaya reserves the right to claim damages.
CIVIL LIABILITY OF THE SUPPLIER
The supplier shall answer to Kumbaya from a civil point of view and shall guarantee its accountability.
- The supplier is solely and entirely responsible before Kumbaya, for its products, for all the works included in its order, either personally executed or performed by a third party.
- The supplier will take all necessary measures to prevent accidents which might affect its, or Kumbaya’s or another person’s authorized representatives, during the execution of the works, accidents for whose consequences the supplier will be fully liable.
- In the event of the accidents or damages occurred during the performance of certain works and caused by the staff or by the material possibly made available to the supplier by Kumbaya, the latter, as occasional principal or custodian of the entrusted object, shall be held responsible.
- Therefore, the supplier will transmit to Kumbaya the certification of its civil liability insurance, along with the table of correspondent guarantees.
EQUIPMENTS – DELIVERIES PERFORMED BY Kumbaya TO THE SUPPLIER
The machines manufactured specifically for the execution of a Kumbaya order or of any other equipment belonging to Kumbaya, shall lawfully belong to Kumbaya and will need to be listed by the supplier. These will be put aside for Kumbaya’s exclusive use, and will be returned to it upon its first request, with no possibility for the supplier to claim damages. The types, the models, the plans or others, made available with a view to the execution of the ordered objects, will be kept and returned in the same condition.
In the situation when these equipment’s or other supplied items are entrusted to the supplier, it will ensure their preservation in good working condition and will commit to take all necessary insurance measures.
The supplier remains solely responsible for the quality of the items produced using equipment’s owned by Kumbaya.
Any delivery performed by Kumbaya to the supplier for ensuring the execution of an order (raw material, spare parts, the machine…) will be the subject to a delivery note.
Any legal appeal made by the supplier will be addressed to Kumbaya’s buyer within eight (8) days from the receipt of the delivered items, and in the absence thereof, the delivered spare parts will be the subject of an invoice issued by Kumbaya.
REGULATION – BRAND
Kumbaya asks the supplier that the delivered products meet the requirements of the European regulations, starting with the effective date thereof.
INDUSTRIAL PROPERTY – PUBLICITY – FORGERY
The documents shared with the supplier, owned by Kumbaya, as well as the materials produced under Kumbaya’s guidance shall not be disclosed, or made available to others, without Kumbaya’s prior written consent.
Kumbaya orders cannot, under any circumstances, lead to direct or indirect publicity, without Kumbaya’s prior written consent.
The supplier, unless it informs Kumbaya when receiving the order, about the existence of third party rights, shall account to Kumbaya for any action of forgery or unfair competition, initiated by third parties either against Kumbaya, or against its client, and will offer compensation fees as a consequence of such actions.
SUPPLIER’S LEGAL STATUS AMENDMENT
The supplier commits to inform Kumbaya, within fifteen (15) days, about any change in its shareholding structure, in its management, in its legal form or in its financial structure, as well as about any legal decision, which might influence Kumbaya, such as receivership or liquidation of goods.
The Law of the State of Colorado USA is governing all orders. It was deliberately agreed that any legal dispute regarding the execution or the interpretation of the present order will make the subject of the exclusive jurisdiction of the Court of Delaware, despite any contrary clause stated by the supplier in its general correspondence, and even despite an incidental request, impleader, or plurality of defendants.
- What personally identifiable information is collected from you through the web site, how it is used and with whom it may be shared.
- What choices are available to you regarding the use of your data.
- The security procedures in place to protect the misuse of your information.
- How you can correct any inaccuracies in the information
Information Collection, Use, and Sharing
We are the sole owners of the information collected on this site. We only have access to/collect information that you voluntarily give us via email or other direct contact from you. We will not sell or rent this information to anyone.
We will use your information to respond to you, regarding the reason you contacted us. We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g. to ship an order.
Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our website:
- See what data we have about you, if any.
- Change/correct any data we have about you.
- Have us delete any data we have about you.
- Express any concern you have about our use of your data.
We take precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a closed lock icon at the bottom of your web browser, or looking for “https” at the beginning of the address of the web page.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.