Sysco GB Terms & Conditions of Purchase

for the Supply of Goods (Not for Re-Sale) and Services

These are the Terms and Conditions on which Sysco may purchase goods (not for re-sale) or services from its suppliers. All suppliers are requested to read these Terms and Conditions carefully and, by becoming a supplier to Sysco of any goods (not for re-sale) or services, the Supplier shall be deemed to agree to these Terms and Conditions.

1 DEFINITIONS

In these Terms and Conditions the following definitions apply:

2 BASIS OF CONTRACT

2.1 The Order constitutes an offer by Sysco to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

2.2 The Order shall be deemed to be accepted on the earlier of:

• (a) the Supplier issuing written acceptance of the Order; or
• (b) any act by the Supplier consistent with fulfilling the Order,

at which point and on which date the Contract shall come into existence.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.4 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.5 The Supplier shall provide to Sysco the Goods and/or Services in accordance with the provisions, specifications, conditions, warranties and agreements outlined in these Conditions or otherwise agreed in writing between Sysco and the Supplier.

3 SUPPLY OF GOODS

3.1 The Supplier shall ensure that the Goods shall:

• (a) correspond with their description and any applicable Goods Specification;
• (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Sysco, expressly or by implication, and in this respect Sysco relies on the Supplier's skill and judgement;
• (c) be free from defects in design, materials and workmanship and remain so for 12 months after delivery or such other warranty period as may be agreed in writing between the parties; and
• (d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 The Supplier will, if requested by Sysco, provide Sysco with access to its (or its suppliers premises) to inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract.

3.4 If following such inspection or testing Sysco considers that the Goods do not comply or are unlikely to comply with the Supplier's undertakings at clause 3.1, Sysco shall inform the Supplier and, without prejudice to any other rights available to Sysco, the Supplier shall immediately take such remedial action as is necessary to ensure compliance at its own cost.

3.5 Sysco may conduct further inspections and tests at the Supplier’s cost after the Supplier has carried out its remedial actions.

4 DELIVERY OF GOODS

4.1 The Supplier shall ensure that:

• (a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; and
• (b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered. The Supplier will provide any other documentation relating to the Goods as may be reasonably required by Sysco; for example, safety data sheets.
• (c) any requirement for Sysco to return any packaging material for the Goods to the Supplier is clearly stated on the delivery note and agreed in writing with Sysco. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods:

• (a) on the date specified in the Order or as otherwise agreed in writing between the parties, if no such date is specified, then in a timely manner;
• (b) to such location as is set out in the Order or as instructed by Sysco before delivery (Delivery Location); and
• (c) during Business Hours or as instructed by Sysco.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 If the Supplier:

• (a) delivers less than 95% of the quantity of Goods ordered, Sysco may reject the Goods; or
• (b) delivers more than 105% of the quantity of Goods ordered, Sysco may at its sole discretion reject the Goods or the excess Goods,

and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and Sysco does not elect to return the surplus amount or to return the order because the Supplier did not deliver the correct quantity of Goods, the Supplier shall make a pro rata adjustment to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without Sysco's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle Sysco to the remedies set out in clause 6.1.

4.6 Title and risk in the Goods shall pass to Sysco on completion of delivery.

5 SUPPLY OF SERVICES

5.1 The Supplier shall from the date set out in the Order (or otherwise agreed in writing) and for the duration of the Contract supply the Services to Sysco in accordance with the terms of the Contract.

5.2 The Supplier shall meet any performance dates for the Services specified in the Order or that Sysco notifies to the Supplier and time is of the essence in relation to any of those performance dates.

5.3 In providing the Services, the Supplier shall:

• (a) co-operate with Sysco in all matters relating to the Services, and comply with all instructions of Sysco;
• (b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;
• (c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;
• (d) ensure that the Services will conform with all descriptions, standards and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose that Sysco expressly or impliedly makes known to the Supplier;
• (e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;
• (f) unless otherwise agreed in writing with Sysco, use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to Sysco, will be free from defects in workmanship, installation and design;
• (g) obtain and at all times maintain all licences and consents which may be required for the provision of the Services;
• (h) observe all health and safety rules and regulations and any other security requirements that apply at any of Sysco's premises;
• (i) hold all materials, equipment and tools, drawings, specifications and data supplied by Sysco to the Supplier (Sysco Materials) in safe custody at its own risk, maintain Sysco Materials in good condition until returned to Sysco, and not dispose of or use Sysco Materials other than in accordance with Sysco's written instructions or authorisation;
• (j) not do or omit to do anything which may cause Sysco to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Sysco may rely or act on the Services; and
• (k) comply with any additional obligations as set out in the Service Specification.

5.4 With respect to all of the Supplier's employees supplied to Sysco to perform the Services, the Supplier agrees that it will screen all such individuals and ensure that each such person is fully qualified to perform the Services, and the Supplier shall obtain and at all times maintain all licences and consents which may be required to perform such Services for Sysco. Sysco may reject any individual Supplier employee assigned to a Sysco project at any time for reasonable cause, and the Supplier will replace such rejected employee as soon as reasonably possible with an employee acceptable to Sysco. In the event Supplier must replace an employee, the Supplier will not charge Sysco for the time it takes to get such replacement employees trained and familiarized with the project (not to exceed a period of 30 calendar days) and will absorb any overtime costs needed to ensure that the project stays on schedule.

6 SYSCO REMEDIES

6.1 If the Supplier fails to deliver the Goods by the applicable date or to perform the Services by the date set out in the Order or otherwise agreed with Sysco, Sysco shall, without limiting or affecting other rights or remedies available to it, have any one or more of the following rights and remedies:

• (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
• (b) to refuse to accept any subsequent performance of the Services or delivery of the Goods which the Supplier attempts to make;
• (c) to recover from the Supplier any costs incurred by Sysco in obtaining substitute goods or services from a third party;
• (d) to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided or Goods that it has not delivered; and
• (e) to recover any additional costs, loss or expenses incurred by Sysco which are in any way attributable to the Supplier's failure to meet such dates.

6.2 If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1, then, without limiting or affecting other rights or remedies available to it, Sysco shall have one or more of the following rights and remedies, whether or not it has accepted the Goods:

• (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
• (b) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;
• (c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
• (d) to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;
• (e) to recover from the Supplier any expenditure incurred by Sysco in obtaining substitute goods from a third party; and
• (f) to recover any additional costs, loss or expenses incurred by Sysco arising from the Supplier's failure to supply Goods in accordance with clause 3.1.

6.3 If the Supplier has supplied Services that do not comply with the requirements of clause 5 then, without limiting or affecting other rights or remedies available to it, Sysco shall have one or more of the following rights and remedies:

• (a) to terminate the Contract with immediate effect by giving written notice to the Supplier;
• (b) to return the Deliverables to the Supplier at the Supplier's own risk and expense;
• (c) to require the Supplier to provide repeat performance of the Services, or to provide a full refund of the price paid for the Services (if paid);
• (d) to refuse to accept any subsequent performance of the Services which the Supplier attempts to make;
• (e) to recover from the Supplier any expenditure incurred by Sysco in obtaining substitute services or deliverables from a third party; and
• (f) to claim damages for any additional costs, loss or expenses incurred by Sysco arising from the Supplier's failure to comply with clause 5.

6.4 These Conditions shall extend to any substituted or remedial services or repaired or replacement goods supplied by the Supplier.

6.5 Sysco's rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

7 SYSCO’S OBLIGATIONS

7.1 Sysco shall:

• (a) provide the Supplier with reasonable access at reasonable times to Sysco's premises for the purpose of providing the Services;
• (b) provide such necessary information for the provision of the Services as the Supplier may reasonably request.

8 CHARGES AND PAYMENT

8.1 The price for the Goods:

• (a) shall be the price set out in the Order, or if no price is quoted, the price otherwise agreed in writing with an authorised representative of Sysco; and
• (b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by Sysco.

8.2 The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by Sysco, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

8.3 In respect of the Goods, the Supplier shall invoice Sysco on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice Sysco on completion of the Services. Each invoice shall include such supporting information required by Sysco to verify the accuracy of the invoice, including the relevant purchase order number.

8.4 In consideration of the supply of Goods and/or Services by the Supplier, Sysco shall pay the invoiced amounts on its first weekly payment run following 60 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

8.5 All amounts payable by Sysco under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to Sysco, Sysco shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

8.6 Where expressly agreed in writing by Sysco prior to them being incurred, Sysco may reimburse the Supplier for reasonable out‑of‑pocket costs and expenses incurred by the Supplier in providing the Services. All expenses shall be in accordance with Sysco’s then-current Expenses Policy.

8.7 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then the non-defaulting party shall be entitled to charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each date at 3% a year above the Bank of England's base rate from time to time, but at 3% a year for any period when the base rate is below 0%.

8.8 The Supplier shall, where requested by Sysco, maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow Sysco to inspect such records at all reasonable times on request.

8.9 All invoices must contain: (a) Sysco’s purchase order number; (b) a description of Services, taxes, and expenses for which the invoiced fees are due; and (c) total amount due. Invoiced amounts will not exceed the amounts set forth in the applicable purchase Order without prior written approval from Sysco. All invoices that do not comply with the requirements set forth in this paragraph may be rejected and payment may be subject to delay.

8.10 Sysco may at any time, without notice to the Supplier, set off any liability of the Supplier to Sysco against any liability of Sysco to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Sysco may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Sysco of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise.

8.11 The Supplier shall maintain complete and accurate accounting records, in a form in accordance with standard accounting practices, to substantiate the Supplier's charges for the Goods and/or Services. Such records shall include, but not be limited to, time cards, job cards, attendance cards, job summaries and travel expense reports if reimbursement is claimed for such expenses. All payments, if any, made by Sysco shall be subject to final adjustments as determined by such audit(s). The Supplier shall retain such records relating to each Contract or Order for a period of six (6) years from the date of final payment for the relevant Services to Sysco.

8.12 The Supplier agrees that if at any time during the period it sells or offers to sell any Goods, licence or Service to a comparable customer for less than the Charges, it shall:

8.13 reduce the Charges to match the lower price; and

8.14 refund Sysco the difference between the Charges and the lower price in respect of its purchases of Goods, licences or Services after the Supplier began charging the lower price.

8.15 For the purposes of this clause, a "comparable customer" is a customer that purchases Services and/or Goods in substantially similar volumes as Sysco on materially similar commercial and legal terms and conditions.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 All data, drawings, specifications, tools, patterns or free issue materials supplied by or paid for by Sysco in connection with the supply of the Goods and/or Services shall be and remain the property of Sysco and shall be separately identified as belonging to Sysco. The Supplier shall return such items to Sysco on request in good condition. The Supplier hereby waives any lien or other rights (including any rights of set off or counterclaim) that it might otherwise have on or in respect of any Sysco property for work done thereon or otherwise. The Supplier shall keep Sysco property free of all liens or other encumbrances.

9.2 Where Sysco requests or commissions that the Supplier under or in connection with the Order creates, manufactures or supplies any work, design, specification, concept, data, invention, new product, or improvement, then ownership of such works, designs, concepts, data, inventions, new Goods, and/or Services or improvements, and all Intellectual Property Rights therein shall vest in Sysco or any nominated Sysco Group Company upon their creation and any right, title, Intellectual Property Rights or interest which may be vested in the Supplier is hereby assigned by way of present and future assignment to Sysco or the nominated Sysco Group Company immediately upon coming into existence.

9.3 Without limitation to clause 9.2, the Supplier hereby assigns to Sysco all works, designs, concepts, data, inventions, improvements and discoveries (whether such is patentable or not or capable of any kind of registration) created or conceived specifically for Sysco in the performance of the Order made by any person employed by or working under the direction of the Supplier including all Intellectual Property Rights therein.

9.4 The Supplier shall:

• (a) cause its employees and contractors to execute such documents and do such things to put into effect the Supplier's agreement in clauses 9.2 and 9.3 and/or to allow Sysco to file applications for trademarks, patent, copyright, registered design or similar Intellectual Property Right protection in respect of the rights assigned to Sysco;
• (b) irrevocably appoint such persons as may be nominated by Sysco to be the Attorney of the Supplier to act for and on its behalf in completing any assignments and other documents to put into effect the Supplier's agreement in clauses 9.2 and 9.3; and
• (c) on completion of the contract or earlier on request the Supplier shall give to Sysco in such format as Sysco shall require the originals and copies of all documents, designs, negatives, engineering drawings and data and information of whatsoever nature in its possession or under its control belonging to Sysco pursuant to clauses 9.2 and 9.3.

9.5 The Supplier warrants that the Goods and/or the performance of the Services (except to the extent that they are of a design furnished by Sysco) shall not infringe any third-party patent, trademark, registered design or other Intellectual Property Right and the Supplier shall indemnify Sysco against all claims alleging such infringement. If Sysco so requests, the Supplier shall defend or assist in the defence of any action alleging such infringement by Sysco.

10 INDEMNITY

10.1 The Supplier shall defend, indemnify and hold Sysco and its Affiliates harmless against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Sysco arising out of or in connection with:

• (a) the Supplier’s breach or negligent performance or non-performance of the Contract, including any costs associated with procuring alternative services, or itself providing the Services where the Supplier has failed to perform or inadequately performs (whether by delay or otherwise) the Services;
• (b) all fines and/or penalties suffered or incurred by Sysco (together with all costs and expenses, including costs of professional advisors incurred in connection with the investigation and/or defence thereof) in connection with (i) the Supplier’s provision of the Services, and (ii) all actions of the Supplier’s employees, subcontractors, representatives, agents and/or third parties engaged by the Supplier in providing the Services;
• (c) any and all costs incurred as a result of damage to Sysco’s operational equipment or premises caused by the acts or omissions of the Supplier, its agents, representatives or subcontractors;
• (d) any claim made against Sysco for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services (excluding Sysco Materials);
• (e) any claim made against Sysco by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods, as delivered, or the Deliverables or the provision of the Services;
• (f) any claim made against Sysco by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and
• (g) any alleged or actual infringement by the Supplier of applicable laws.

10.2 Notwithstanding the above, where required by Sysco the Supplier shall sign Sysco’s Hold Harmless Agreement as provided.

10.3 This clause 10 shall survive termination of the Contract.

11 INSURANCE

11.1 During the term of the Contract and for a period of 6 years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract, and shall, on Sysco's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

12 CONFIDENTIALITY

12.1 The Supplier acknowledges and agrees that in order for the Supplier to fulfil its obligations hereunder, Sysco may from time to time disclose Confidential Information (as defined below) to the Supplier. The Supplier acknowledges and agrees that the Confidential Information has significant monetary and strategic value to Sysco.

12.2 Except as expressly authorized elsewhere in the Conditions, the Supplier shall maintain the Confidential Information as confidential and shall not use or disclosure such Confidential Information to third parties without Sysco’s prior written approval. The Supplier shall use the Confidential Information solely for the purposes of performing its obligations hereunder and for no other purposes. The Supplier shall limit its disclosure of the Confidential Information to its employees, agents and representatives with a need to know such Confidential Information.

12.3 The Supplier acknowledges that a breach by it of this clause 12 (Confidentiality) will give rise to irreparable harm to Sysco, inadequately compensable in damages. Accordingly, the Supplier hereby consents to the obtaining by Sysco of injunctive relief against the breach or threatened breach of the undertakings of the Supplier contained in this clause 12 (Confidentiality). The obligation of Supplier under this clause 12 (Confidentiality) shall survive the termination of the Contract.

13 COMPLIANCE WITH RELEVANT LAWS AND POLICIES

13.1 In performing its obligations under the Contract, the Supplier shall:

• (a) comply with all applicable laws, statutes, regulations and codes from time to time in force; and
• (b) comply with the Mandatory Policies.

14 TERMINATION

14.1 Without affecting any other right or remedy available to it, Sysco may terminate the Contract:

• (a) with immediate effect by giving written notice to the Supplier if:

i. there is a change of Control of the Supplier;

ii. Sysco reasonably believes that continued performance of the Contract would cause Sysco to breach any applicable laws or sanctions; or

iii. the Supplier commits a breach of clause 13.1.

• (b) for convenience by giving the Supplier 14 days’ written notice.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• (a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• (b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• (d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

15 CONSEQUENCES OF TERMINATION

15.1 On termination of the Contract, the Supplier shall immediately deliver to Sysco all Deliverables whether or not then complete, and return all Sysco Materials. If the Supplier fails to do so, then Sysco may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

15.2 Termination or expiry of the Contract shall not affect the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

15.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

16 Anti-corruption and Bribery; ANTI-FRAUD; ANTI-FACILITATION OF TAX EVASION

16.1 As a matter of corporate policy and as strictly prohibited under the Sysco Supplier Code of Conduct, Sysco expressly prohibits payments or offers of bribes and/or facilitation payments in connection with Sysco’s business operations by any supplier or agent engaged to provide Goods or Services to Sysco.

16.2 The Supplier undertakes and agrees that it and its Affiliates shall comply with the Sysco Supplier Code of Conduct and with all applicable laws, rules and regulations relating to anti-corruption, anti-bribery, anti-money laundering and the prevention of fraud, including without limitation the Bribery Act 2010, and shall not engage in any activity, practice or conduct which would constitute: (i) a fraud offence, including but not limited to a fraud offence under section 199(6) of the Economic Crime and Corporate Transparency Act 2023; (ii) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or (iii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

16.3 The Supplier shall ensure that any person associated with the Supplier who is performing Services or providing Goods in connection with an Order does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 16. The Supplier shall be directly liable for any breach by such persons of this clause 16.

16.4 The Supplier shall notify Sysco promptly upon discovery of any suspected or actual breach of this clause 16, or where the Supplier has reason to believe that it has received a request or demand to: (i) commit a fraud offence within the meaning of section 199(6) of the Economic Crime and Corporate Transparency Act 2023; or (ii) facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017, in connection with the performance of its obligations under the Terms and Conditions or in connection with an Order.

16.5 The Supplier shall establish, maintain and enforce its own reasonable policies and procedures to prevent fraud and the facilitation of tax evasion by persons associated with it, including employees, agents and subcontractors. The Supplier shall, if requested, cooperate with and provide reasonable assistance to Sysco to enable Sysco to investigate, or to respond to any requests from any government department, regulator or enforcement authority in connection with any alleged breach of this clause 16.

17 PLASTIC PACKAGING TAX; PACKAGING AND PACKAGING WASTE; DIGITAL PASSPORT

17.1 The Supplier shall comply with all of its liabilities with regard to the Plastic Packaging Tax under the Finance Act 2021.

17.2 The Supplier shall provide all information, data and supporting evidence required or reasonably requested by Sysco to enable Sysco to comply with the Plastic Packaging Tax under the Finance Act 2021, with Regulation (EU) 2025/40 on Packaging and Packaging Waste and any implementing measures, amendments or replacements, and with any applicable producer responsibility or extended producer responsibility scheme. Such information, data and supporting evidence will include: information relating to packaging composition; recyclability; recycled content; packaging weight and minimisation; reuse systems and labelling requirements. The Supplier will promptly notify Sysco of any changes to data already provided.

17.3 The Supplier shall provide all product data, technical documentation, declarations, conformity information and digital product passport information required by applicable law.

17.4 The Supplier shall indemnify Sysco against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by, or awarded against, Sysco as a result of any breach of this clause 17 by the Supplier.

18 Environmental, Sustainability and Green Data

18.1 In this clause:

• a) “Environmental Law” means all applicable laws, regulations, standards and codes of practice relating to environmental protection, climate change, sustainability, pollution, waste, resources or emissions.
• b) “Green Claims” means any statement, representation, disclosure, label, logo, badge, certification, trust mark, seal or similar relating to environmental, sustainability, climate, carbon, emissions, net zero, deforestation, biodiversity, recyclability, durability, repairability, reusability, circularity, resource efficiency, social responsibility, ethical sourcing or similar matters.
• c) “Sustainability Data” means any environmental, sustainability or ESG‑related data, information, metrics or disclosures provided by or on behalf of the Supplier in connection with the Goods and/or Services, including product-level and organisation-level greenhouse gas emissions data, together with details of methodologies, assumptions, emission factors and verification processes.

18.2 The Supplier warrants and represents that:

• a) The Goods and Services supplied to Sysco, and the delivery and performance thereof, will comply with all applicable Environmental Laws and will not violate any Environmental Law or give rise to remediation, enforcement or regulatory action;
• b) All Sustainability Data and Green Claims provided to Sysco are: true, accurate and not misleading; based on appropriate, verifiable and consistently applied methodologies; and supported by reasonable evidence and records maintained by the Supplier;
• c) No Sustainability Data or Green Claim omits any information which would make it misleading or constitute greenwashing;

18.3 The Supplier shall promptly notify Sysco if it becomes aware that any Sustainability Data or Green Claim previously provided was inaccurate or misleading when made or has become inaccurate or misleading due to changed circumstances. Where Sysco reasonably considers that any Sustainability Data, Green Claim, certification claim or product information may be inaccurate, misleading, inadequately substantiated or non-compliant with applicable law, the Supplier shall promptly implement corrective measures required by Sysco.

18.4 The Supplier shall provide all Sustainability Data, environmental, social, governance, due diligence and supply chain information reasonably requested by Sysco and its Affiliates for sustainability reporting, regulatory compliance, customer disclosure and responsible sourcing purposes. The Supplier shall retain reasonable supporting records for a minimum of six years.

18.5 The Supplier shall indemnify and keep indemnified Sysco from and against all losses, liabilities, damages, costs, claims, fines, penalties and expenses arising out of or in connection with any breach of this clause, any inaccurate, misleading or unsubstantiated Sustainability Data or Green Claim supplied by or on behalf of the Supplier, or any reliance by Sysco on such Sustainability Data or Green Claims for regulatory, reporting, marketing or customer purposes.

18.6 A breach of this clause shall constitute a material breach under clause 14.

19 EU DEFORESTATION REGULATION

19.1 The Supplier warrants and represents that all Goods supplied to Sysco that fall within the scope of Regulation (EU) 2023/1115 on deforestation-free supply chains (“EUDR”) are fully compliant with all applicable requirements of the EUDR.

19.2 The Supplier shall provide Sysco with all information, documentation, due diligence statements, reference numbers, traceability information and reasonable assistance required by Sysco to comply with the EUDR.

19.3 The Supplier shall promptly notify Sysco of any actual or suspected non-compliance relating to the Goods.

19.4 Sysco reserves the right to audit the Supplier’s due diligence processes and request independent verification of compliance with the EUDR. The Supplier shall fully cooperate with such audits and provide access to relevant records upon request. The Supplier shall complete all necessary customs declarations.

19.5 In the event of actual or potential non-compliance with this clause or with the EUDR, the Supplier shall immediately inform Sysco and, where applicable, provide Sysco with full cooperation and take prompt corrective measures as instructed. The Supplier shall indemnify and keep indemnified Sysco from and against any and all losses, liabilities, damages, costs, claims, fines, penalties and expenses incurred by or awarded against Sysco as a result of any non-compliance by the Supplier with this clause 19.

19.6 Without prejudice to any of its other rights or remedies and without incurring any liability Sysco may suspend or terminate any Order or Contract for any actual or reasonably suspected non-compliance by the Supplier with this clause 19 or the EUDR.

20 MODERN SLAVERY AND FORCED LABOUR

20.1 The Supplier shall establish and maintain appropriate human rights due diligence policies and procedures throughout its supply chain. The Supplier warrants that Goods and Services supplied to Sysco have not been made or performed, wholly or in part, with forced labour and shall maintain evidence sufficient to demonstrate compliance with all applicable laws, including the Modern Slavery Act 2015.

20.2 Sysco may audit the Supplier's compliance with this clause 20 and may require reasonable documentary evidence demonstrating the absence of forced labour and the operation of appropriate human rights due diligence measures throughout the supply chain.

20.3 In the event of actual or potential non-compliance with this clause, the Supplier shall immediately inform Sysco and, where applicable, provide Sysco with full cooperation and take prompt corrective measures as instructed. The Supplier shall indemnify and keep indemnified Sysco from and against any and all losses, liabilities, damages, costs, claims, fines, penalties and expenses incurred by or awarded against Sysco as a result of any non-compliance by the Supplier with this clause 20.

20.4 Without prejudice to any of its other rights or remedies and without incurring any liability Sysco may suspend or terminate any Order or Contract for any actual or reasonably suspected non-compliance by the Supplier with this clause 20.

21 TUPE

21.1 The Supplier shall arrange its workforce in such a way that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (“TUPE”) does not apply. In the event that TUPE is deemed to apply in respect of provision of the Services by a court or employment tribunal in relation to any employee engaged by the Supplier, the Supplier shall indemnify and keep indemnified in full Sysco against all direct losses incurred by Sysco as a result of a relevant transfer (as defined in TUPE) in respect of any employees engaged by the Supplier.

22 GENERAL

22.1 The Terms and Conditions (and any documents referred to in the Terms and Conditions) constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter.

22.2 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22.3 The Supplier shall not assign or transfer its rights or obligations under the Terms and Conditions, or sub-contract the production or supply of any Goods or Services without the prior written consent of Sysco.

22.4 Neither Sysco’s failure to insist on the performance of any of these Terms and Conditions, nor its failure to exercise any right or privilege, nor its waiver of any breach hereunder, shall be deemed to be a waiver of any of these Terms or Conditions.

22.5 Sysco’s signature of receipt, inspection, testing, payment for or use of the Goods furnished under an Order shall not affect the Supplier’s obligations under the warranties contained in these Terms and Conditions which shall survive Sysco’s inspection, testing, acceptance and/or use.

22.6 The rights and remedies provided by these Terms and Conditions are cumulative and are not exclusive of any rights or remedies provided by law.

22.7 The parties do not intend that these Terms and Conditions will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.

22.8 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions.

22.9 Sysco reserves the right to amend these Terms and Conditions from time to time. A copy of the latest version is available on request, or on the relevant Sysco trading division website and/or web portal.

22.10 These Terms and Conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with these Terms and Conditions.

Version: October 2026