SUPPLIER POLICIES AND PROCEDURES

SUPPLIER POLICIES AND PROCEDURES

Contents i. New Item Introduction... 3 ii. Return Privileges... 3 iii. Stock Issues... 3 iv. Pricing... 3 v. Invoice Payment & Reconciliation... 3 vi. Date Codes... 4 vii. Food Safety Issues... 4 viii. Supplier Approval Program... 4 ix. Organic Standards... 5 x. Trans fat Free Standards... 5 xi. Kosher Standards... 5 xii. Supplier Diversity... 5 xiii. Item Discontinuation, UPC and /or Size Changes... 6 xiv. Purchase Order Confirmation... 6 The Chefs Warehouse Policies & Procedures Authorization... 7 Page 2

SUPPLIER POLICIES AND PROCEDURES Effective November 1, 2010; Buyer shall refer to The Chefs Warehouse and Seller shall refer to supplier. I. NEW ITEM INTRODUCTION (1) New item introductions must follow the New Item Process. (2) New item introductory allowances must be a minimum of 10% of Seller s sale price to Buyer represented in dollars. (3) Seller agrees to guarantee sale of all new products for six months. A guaranteed sale is a commitment made by Seller to accept returns on all overstocked product purchases by Buyer during that period. (4) Expiration date of new item must be longer than six months. Overstocked products that have expiration dates of less than six months will be returned by Buyer regardless of Seller s ability to resell. II. RETURN PRIVILEGES (1) Seller is required to cover 100% reclamation costs incurred by Buyer for returns provided item is presented to Customer in same condition it was received from Seller. III. STOCK ISSUES (1) Seller must furnish Buyer with written explanation on Seller s letterhead of any item that is a long term out of stock. Long term is defined as in excess of 14 days. (2) Buyer may recommend replacement items to Customers on long term out of stock product or on product that repeatedly suffers from short-term supply issues. (3) If Seller participates with Buyer in Growth, Marketing or Purchasing programs and volume based incentives, Seller agrees to credit Buyer for average sales lost during a long term out of stock period. IV. PRICING (1) Buyer must receive notice of Seller s contracted price changes at least 60 days prior to the change. V. INVOICE PAYMENT & RECONCILIATION (1) Invoice amounts will be equal to the gross purchase order price less any and all applicable discounts and allowances. Invoice quantities will be verified against receiving documents and will be paid based on received quantities after verification with Buyer s purchase order and bill of lading for case counts, shortages and damages. Page 3

(2) Seller reserves the right to dispute receiving discrepancies that result in a short payment of the Seller s invoice. (3) Seller must document the Buyer s Purchase Order Number and Account number on final Invoice. (4) Seller must email all invoices to the appropriate Accounts Payable Representative, failure to may result in processing and handling fees. VI. DATE CODES (1) Buyer requests that all products be coded with a sell by, use by and/or produced on date. (2) Buyer requires that the Seller furnish in writing both the production shelf life and guaranteed shelf life for all products. The guaranteed shelf life should never be less than 75% of the production shelf life. VII. FOOD SAFETY ISSUES (1) Buyer requires Seller to meet or exceed all FDA and other federal, state and local laws, rules and regulations regarding labeling and food safety issues. All importers of product must be compliant with the Bioterrorism Act at the time of shipment and delivery. (a) Seller must return signed copy of The Chefs Warehouse Family of Companies Supplier Terms and Conditions agreement. (2) Buyer may request at any time a copy of Seller s policies, certifications and procedures to validate compliance with legal requirements. (3) Product recall notifications must immediately be sent to all divisions of Buyer having purchased those products. The recall notice must state the severity level of the recall and include UPC s and product descriptions. (a) The recall notification must give explicit instructions as to what actions Seller requires Buyer to perform. Seller shall reimburse Buyer for all out-of-pocket expenses and recall costs, including but not limited to: warehouse/sales labor and transportation costs VIII. SUPPLIER APPROVAL PROGRAM (1) Supplier approval is based on a combination of criteria focusing, but not limited to, the risk of the product and how the hazards associated with the product are controlled by the seller. Buyer may choose to use a 3 rd Party Assessment Program to automate and manage Supplier documentation. For the most timely and accurate communication, Supplier participation in the 3 rd Party Assessment Program system is required when requested by Buyer. Program is based on a combination of the following: Page 4

(a) Global Food Safety Initiative Certification (b) Recognized third party food safety audits (c) Second Party food safety audits (conducted by the distributor) (d) Regulatory inspections (e) Certificates of Analysis (COA) from accredited laboratories that certifies the safety of a food product. (f) Additional documentation that can be used to support the above information: (e.g. Supplier food safety questionnaires; Letters of guarantee; Certificates of insurance; Hold harmless agreements) (2) Buyer holds the right to request any information regarding a product bought in order to meet any ongoing Food Safety issues. Seller commits to make this information available when requested and to not hold Buyer accountable for any fees this might concur. (3) Seller understands this is an ongoing monitored compliance assignment by the Buyer. IX. ORGANIC STANDARDS (1) Buyer requires a copy of Seller s current Organic Certification by FDA accredited certifier listing all organic items by name. No item will be marketed as Organic by Buyer unless the current certification is on file and Seller has notified Buyer in writing as to the percent of organic ingredients the product contains. X. TRANS FAT FREE STANDARDS (1) Buyer requires a statement of Seller s current Trans Fat Free status. No item will be marketed as Trans Fat Free by Buyer unless the current certification is on file. (2) Seller guarantees to adhere to FDA labeling restrictions regarding Trans Fat free claims. XI. KOSHER STANDARDS (1) Buyer requires a copy of Seller s current Kosher Certification. No item will be marketed as Kosher by Buyer unless the current certification is on file. XII. SUPPLIER DIVERSITY (1) No Seller shall be marketed as a Supplier Diversity Initiative supplier unless proof of current certification by a national or regional Minority Supplier Development Council or other approved certification process has been provided to the Buyer. Page 5

XIII. ITEM DISCONTINUATION, UPC AND /OR SIZE CHANGES (1) Upon notification that an item has been discontinued or has had a UPC or size change: (a) Seller guarantees the return purchase from Buyer of all Seller s discontinued items. Buyer will provide Seller with a full count of remaining items in inventory along with Buyer s landed cost. (b) Items that have UPC and/or size changes or have been discontinued will be removed from Inventory and Buyer will notify Seller to arrange for immediate disposition. (c) If Seller changes case pack, Seller will be responsible for assisting Buyer in depleting existing inventory. Buyer must receive notice of Seller s case pack change at least 60 days prior to launch of new size. (d) If Seller does not reply or make arrangements for product disposition within 30 days of notice, Buyer will dispose of product and charge full landed cost back to the Seller. (e) If Seller participates with Buyer in Growth, Marketing or Purchasing programs and volume based incentives, Seller agrees to credit Buyer for average sales lost during a long term out of stock period caused by Item Discontinuation, UPC and/or Size Change. (f) Buyer does not guarantee continued purchase of product if size has been altered. If product is deemed to be contrary to Buyer s target demographic, Buyer may choose to discontinue the item upon this change. XIV. PURCHASE ORDER CONFIRMATION (1) Purchase order, pricing and payment terms must be confirmed within 24 hours of receipt by Seller. (2) Seller must confirm items/quantities on all purchase orders 48 hours prior to pick up or shipping. (3) If an increase in price or a change of payment terms is put into effect after Buyer s purchase order has been confirmed, the price and/or payment terms in effect as of confirmation of Buyer s purchase will be honored by Seller. (4) Seller will make delivery appointments at receiving warehouses; failure to comply may result in logistics and administrative fees to accommodate receiving. Page 6

The Chefs Warehouse Policies & Procedures Authorization Buyer reserves the right to amend its Policies & Procedures at any time. Reasonable advance notification will be given to Seller before any changes go into effect. Seller Authorization, as an authorized representative of have read and agree to the Policies and Procedures contained in this document and/or addendum(s), if applicable. Print Name Print Title Company Name Authorized Signature Date Page 7