Suppliers and Procurement Policies

PAVILION GROUP – PROCUREMENT PROCESS STATEMENT

Effective Date: 06/18/2025
Applies To: All divisions, subsidiaries, contractors, and suppliers of the Pavilion Group worldwide

1. PROCUREMENT MANDATE

The Pavilion Group enforces a standardized procurement policy for all purchases of goods and services. All engagements must adhere to the following process without exception:

1.1. Request for Proposal (RFP) or Written Estimate:
All purchases must be initiated through a formal Request for Proposal (RFP) or written Estimate approved by the relevant department head or project manager.

1.2. Issuance of a Purchase Order (PO):
Following internal review and acceptance of a supplier’s estimate or proposal, a Purchase Order (PO) will be issued by the Pavilion Group’s authorized procurement department. This PO must reference the supplier’s estimate or proposal and be formally accepted by the supplier prior to commencement of any work, delivery of goods, or provision of services.

1.3. Invoice Submission:
Invoices must reference the approved Purchase Order number and match the scope, quantity, and price outlined in the PO.

2. NON-COMPLIANCE CONSEQUENCE

2.1. No PO, No Payment Policy:
Any invoice received without a corresponding Purchase Order will be automatically rejected and returned unpaid. Suppliers are not authorized to engage in work or deliver goods until a valid PO is received.

2.2. Supplier Risk Warning:
Suppliers who proceed with delivery or services without an authorized PO do so at their own financial risk. The Pavilion Group bears no liability for payment in such cases.

3. LEGAL BASIS FOR ENFORCEMENT

This policy is enforceable under the following legal and regulatory frameworks:

United Kingdom:
- Companies Act 2006 (Sections 172 and 174) – directors must exercise reasonable care, skill, and diligence and act in the best interests of the company, including establishing internal controls over procurement and expenditure.
- UK Bribery Act 2010 – supports transparency and accountability in financial transactions and contract engagement.
- Public Contracts Regulations 2015 – while focused on public entities, establishes general standards for competitive procurement which inform best practices in the private sector.
United States:
- Sarbanes-Oxley Act of 2002 (SOX) – mandates internal controls and financial oversight for corporate expenditures (Sections 302 and 404).
- Uniform Commercial Code (UCC) – Article 2 (Sales) – supports enforceability of contract terms including purchase orders as the basis of legal obligation.
- Federal Acquisition Regulation (FAR), Subpart 4.16 – though specific to federal procurement, promotes consistent use of Purchase Orders and contract referencing in payment processing.

4. EXCEPTIONS AND AMENDMENTS

No exceptions to this policy shall be made unless authorized in writing by the Group Chief Financial Officer or Group Head of Procurement. This policy is subject to periodic review and may be amended as required to comply with updated legislation or internal governance policies.

Issued by: Pavilion Group Procurement Office

PAVILION GROUP – SUPPLIER KYC COMPLIANCE POLICY

Effective Date: 06/18/2025
Applies To: All current and prospective suppliers, contractors, consultants, and service providers of the Pavilion Group and its subsidiaries

1. POLICY STATEMENT

To ensure legal compliance, risk mitigation, and operational integrity, the Pavilion Group requires all suppliers to undergo a comprehensive Know Your Customer (KYC) process before any Purchase Agreement, Purchase Order (PO), or Contract is executed. This requirement is a non-negotiable precondition for establishing or maintaining any commercial relationship.

2. KYC REQUIREMENTS

All suppliers must provide the following documentation as part of the Pavilion Group's onboarding and ongoing due diligence process:

2.1 Legal Identification:

Certificate of Incorporation (or business registration document)
Government-issued photo ID for beneficial owners (25%+ ownership)

2.2 Corporate and Financial Disclosure:

Proof of registered office address
Corporate structure and ownership chart
Tax Identification Number (TIN) or equivalent
VAT or Sales Tax registration certificate
Recent financial statements or audited accounts (last 2 years, if available)

2.3 Regulatory Compliance Declarations:

Confirmation of compliance with AML, anti-bribery, and anti-corruption laws
Declaration of sanctions status (e.g., not listed under OFAC, HM Treasury sanctions)

2.4 Banking and Payment Information:

Bank account verification (IBAN/SWIFT details on company letterhead or stamped by the bank)

3. LEGAL BASIS FOR KYC COMPLIANCE

This policy ensures compliance with applicable laws and regulations including:

United Kingdom:

Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs)
UK Bribery Act 2010 – mandates due diligence to prevent corruption
Sanctions and Anti-Money Laundering Act 2018 (SAMLA)

United States:

USA PATRIOT Act (2001), Section 326 – mandates customer verification for anti-money laundering
Bank Secrecy Act (BSA), 31 U.S.C. § 5311 et seq. – requires financial institutions and businesses to verify and report suspicious activities
OFAC Regulations (U.S. Department of the Treasury) – prohibit dealings with sanctioned entities or individuals

4. CONSEQUENCES OF NON-COMPLIANCE

4.1 For New Suppliers:
Failure to provide complete and verifiable KYC documentation will result in:

Rejection of supplier registration
Cancellation of any pending contracts or POs
No payment or engagement will proceed until full KYC clearance is granted

4.2 For Existing Suppliers:
If an existing supplier is:

Found to have submitted fraudulent information
Is sanctioned by the UK, US, EU, UN, or other credible authority
Is found to be in violation of anti-money laundering, bribery, or trade laws

Then the Pavilion Group reserves the right to:

Terminate all current contracts immediately for breach of legal and ethical obligations
Freeze any pending payments subject to regulatory guidance
Report the supplier to relevant authorities in the UK, US, or internationally
Blacklist the supplier from future engagement across the Pavilion Group and affiliates

5. OVERSIGHT AND AUDIT

The Pavilion Group's Compliance Department in collaboration with Procurement and Legal teams shall conduct periodic reviews of supplier KYC documentation and reserve the right to revalidate information annually or upon material change in ownership, location, or regulatory environment.

Issued By: Pavilion Group Legal and Compliance Department

PAVILION GROUP – QUALITY AND WARRANTY ASSURANCE POLICY FOR VENDORS

Effective Date: 06/18/2025
Applies To: All vendors, manufacturers, subcontractors, and service providers supplying goods or services to any entity within the Pavilion Group globally

1. PURPOSE

This policy establishes the minimum quality standards and warranty obligations required from all vendors supplying goods and services to the Pavilion Group. It ensures alignment with legal, operational, and risk-management requirements under applicable UK law, US federal law, and Georgia state law.

2. QUALITY STANDARDS

2.1 General Obligation
All goods and services provided must:

Meet or exceed the specifications, samples, or descriptions provided in any agreement, proposal, or purchase order
Be fit for the intended purpose and free from defects in materials, design, workmanship, and function
Comply with all relevant statutory, regulatory, and industry-specific quality standards

2.2 Inspection and Testing
The Pavilion Group reserves the right to:

Inspect and test all deliveries before acceptance
Reject any goods or services that do not meet contract or purchase order specifications
Require corrective actions, replacements, or re-performance of any non-compliant work at the vendor’s cost

3. WARRANTY TERMS

3.1 Minimum Warranty Period
Unless otherwise agreed in writing:

All goods supplied must carry a minimum warranty of 12 months from the date of delivery and acceptance
All services rendered must be warranted for 12 months from the date of completion

3.2 Vendor Obligations Under Warranty
During the warranty period, the vendor must:

Promptly repair, replace, or correct any defective or non-conforming goods or services at no cost to the Pavilion Group
Cover all associated costs including transportation, dismantling, reinstallation, and labor
Ensure continuity of service or supply chain support where safety or critical operations are impacted

3.3 Extended or Manufacturer Warranties
Where vendors provide extended warranties or where a third-party manufacturer's warranty exists:

Such warranties must be passed through in full to the Pavilion Group
The vendor remains primarily responsible unless formally assigned to the third party with written acceptance by Pavilion

4. LEGAL FRAMEWORK

This policy is enforceable under the following applicable laws:

United Kingdom:

Sale of Goods Act 1979 (as amended) – implies warranties of satisfactory quality and fitness for purpose
Consumer Rights Act 2015 – relevant in B2B and B2C hybrid scenarios
Supply of Goods and Services Act 1982 – implies terms of reasonable care and skill for services

United States – Federal:

Uniform Commercial Code (UCC), Article 2 (Sales) – provides implied warranties of merchantability (§2-314) and fitness for purpose (§2-315)
Magnuson-Moss Warranty Act (15 U.S.C. § 2301 et seq.) – governs consumer product warranties but informs best practices in commercial warranties

State of Georgia:

O.C.G.A. § 11-2-314 – implied warranty of merchantability
O.C.G.A. § 11-2-315 – implied warranty of fitness for a particular purpose
Georgia recognizes express warranties, and failure to honor warranty obligations may constitute breach of contract or deceptive trade practice under Georgia’s Fair Business Practices Act (O.C.G.A. § 10-1-390)

5. NON-COMPLIANCE AND RECOURSE

Failure to comply with this policy will result in one or more of the following:

Rejection of goods or services at the vendor’s expense
Withholding of payment until satisfactory correction is made
Termination of contract or removal from approved vendor list
Legal claims for breach of contract, including recovery of consequential damages where applicable
Reporting to relevant regulatory or trade authorities in cases of systemic or intentional quality failure

6. RECORDS AND MONITORING

Vendors are required to maintain complete quality records, including test reports, certificates of conformity, and maintenance logs where applicable. The Pavilion Group may request audits or reviews of these records during or after contract execution.

Issued by: Pavilion Group Procurement & Legal Departments