S.6 Notice

Unless provided for in the relevant Supply Agreement between the Retailer and the Supplier, a Retailer must not, directly or indirectly, Require a Supplier to make any Payment towards that Retailer’s costs of: buyer visits to new or prospective Suppliers; artwork or packaging design; consumer or market research; the opening or refurbishing of a store; or hospitality for that Retailer’s staff.

A Retailer must not directly or indirectly Require a Supplier to make any Payment to cover any Wastage of that Supplier’s Groceries incurred at that Retailer’s stores unless: such Wastage is due to the negligence or default of that Supplier, and the relevant Supply Agreement sets out expressly and unambiguously what will constitute negligence or default on the part of the Supplier; or the basis of such Payment is set out in the Supply Agreement.

A Retailer must not directly or indirectly Require a Supplier to make any Payment in order to secure better positioning or an increase in the allocation of shelf space for any Grocery products of that Supplier within a store unless such Payment is made in relation to a Promotion.

A Retailer must not directly or indirectly Require a Supplier to change significantly any aspect of its supply chain procedures during the period of a Supply Agreement unless that Retailer either: gives Reasonable Notice of such change to that Supplier in writing; or fully compensates that Supplier for any net resulting costs incurred as a direct result of the failure to give Reasonable Notice. (1) A Retailer must not directly or indirectly Require a Supplier to obtain any goods, services or property from any third party where that Retailer obtains any Payment for this arrangement from any third party, unless the Supplier’s alternative source for those goods, services or property: fails to meet the reasonable objective quality standards laid down for that Supplier by that Retailer for the supply of such goods, services or property; or charges more than any other third party recommended by that Retailer for the supply of such goods, services or property of an equivalent quality and quantity.

(1) A Retailer may only De-list a Supplier for genuine commercial reasons. For the avoidance of doubt, the exercise by the Supplier of its rights under any Supply Agreement (including this Code) or the failure by a Retailer to fulfil its obligations under the Code or this Order will not be a genuine commercial reason to De-list a Supplier.

(2) Prior to De-listing a Supplier, a Retailer must:

(a) provide Reasonable Notice to the Supplier of the Retailer’s decision to De-list, including written reasons for the Retailer’s decision. In addition to the elements identified in paragraph 1(1) of this Code, for the purposes of this paragraph ‘Reasonable Notice’ will include providing the Supplier with sufficient time to have the decision to De-list reviewed using the measures set out in paragraphs 16(2)(b) and 16(2)(c) below; (b) inform the Supplier of its right to have the decision reviewed by a Senior Buyer, as described in paragraph 17 of this Code; and (c) allow the Supplier to attend an interview with the Retailer’s.

(1) A Designated Retailer must negotiate in good faith with a Supplier to resolve any dispute arising under the Code.

(2) A Dispute will arise under the Code when a Supplier informs the Code Compliance Officer that the Supplier believes that the Designated Retailer has not fulfilled its obligations under the Code, and that the Supplier wishes to initiate the dispute resolution procedure set out in this Article 11.

(3) Whenever a Supplier contacts the Code Compliance Officer regarding an alleged breach of the Code by the Designated Retailer, the Code Compliance Officer will inform the Supplier of its right to initiate a Dispute under Article 11(2) above, and confirm whether the Supplier wishes to initiate a Dispute. In the absence of the Code Compliance Officer requesting confirmation, a Dispute will be deemed to arise.

(4) If any Dispute is not resolved by the parties to the satisfaction of the Supplier within 21 days from the date the Dispute arises, then at any time during a period expiring four calendar months after the Dispute arises the Designated Retailer will submit to an arbitration request made in writing by the Supplier in accordance with Articles 11(5) to 11(8).

(5) The arbitration will be administered by the Ombudsman, if established. In the event that the Ombudsman is not established, or has a conflict of interest in relation to a particular Dispute, the arbitration will be administered by a single arbitrator appointed in accordance with the Rules of the Chartered Institute of Arbitrators in force for the time being.

(6) To the extent that they do not conflict with this Article 11, the arbitration will be conducted in accordance with the Rules of the Chartered Institute of Arbitrators in force for the time being, or such other dispute resolution body as is nominated by the arbitrator. In any arbitration commenced pursuant to this Order, the number of arbitrators will be one and the seat or legal place of arbitration will be London, England or such other city within the United Kingdom as the Supplier nominates.

(7) All costs of the arbitrator will be borne by the Designated Retailer, unless the arbitrator decides that the Supplier’s claim was vexatious or wholly without merit, in which case costs will be assigned at the arbitrator’s discretion. All other costs of the arbitration will be assigned at the arbitrator’s discretion.

(8) The decision of the arbitrator will be binding and final on both the Designated Retailer and the Supplier, with the exception that either party may appeal on the grounds set out in sections 67 to 69 inclusive of the Arbitration Act 1996.

(9) Nothing in this Article will prevent a Designated Retailer including in a Supply Agreement a right for the Designated Retailer also to refer a Dispute to arbitration if the Dispute is not resolved to the satisfaction of the Designated Retailer within 21 days from the date the Dispute arises, provided that such arbitration is on the same terms as those set out in this Article.