Code of Practice for trading partners – January 2015

Yankee Candle is an internationally respected brand and a leading manufacturer of home fragrance products. Our premium brand image and goodwill are valuable assets, supporting our trading partners (Trading Partners) and valued by our consumers. Yankee Candle's brand image and goodwill must be nurtured and protected. This Code of Practice suggests a number of trading practices which Yankee Candle expects its Trading Partners to adopt. This Code of Practice is not mandatory or legally binding but will be taken into consideration when trading decisions are made.

This Code of Practice is published on Yankee Candle's website: www.yankeecandle.co.uk and is subject to changes and modifications from time to time. 1 Promotion and incentives

1.1 Trading Partners are free to offer promotions and incentives to their customers. If you wish to offer a particular promotion or incentive which falls outside the scope of those which are sponsored by Yankee Candle you should provide us with the details of your offering at least four weeks before the date of the proposed launch.

1.2 All Yankee Candle products have a recommended resale price. We expect our Trading Partners to operate within Yankee Candle's guidelines for the use of recommended resale prices.

1.3 We recognise that Trading Partners will want to offer Yankee Candle products at reduced prices, for example, to clear end of range stocks or as part of a discount scheme.

1.4 Yankee Candle offers a monthly promotion called Fragrance of the Month. This offers Trading Partners a reduction of 20% from the trade price of 2 fragrances each month. This promotion is subject to a number of rules and conditions which Trading Partners are expected to honour. For example, Trading Partners will be expected to cease the promotion after 35 days so that a new selection can be offered to the consumer at the end of the current month.

1.5 Some promotional activity is damaging to the brand and can be illegal or misleading for consumers, for example, a display showing the price of a Yankee Candle product with a slash through it to indicate a reduction in price. You should avoid price slashing as a pricing message.

1.6 We have considerable experience of what works best in the market place and you are encouraged to consult with us on your marketing and sales strategies for Yankee Candle products.

2 On line trading

2.1 You should have a dedicated customer service facility with a dedicated telephone number and handle customer service matters in a friendly and helpful manner. You should make it clear to your customers that you are not Yankee Candle and take steps to avoid any confusion. In particular, you should make it clear that you are not acting on behalf of Yankee Candle or in any official capacity.

2.2 Your customer service facility should be clearly advertised on your website. You should not direct your customers to any telephone helplines operated by Yankee Candle.

2.3 You should deal with any returns made by your customers. If the products returned are the subject of a genuine problem you should contact Yankee Candle's consumer online customer service.

2.4 You should deliver Yankee Candle products to your customers with the appropriate packaging. Boxes should be of an adequate size and contain appropriate internal and external packaging. You should use new packaging for the delivery of Yankee Candle products and not old or refurbished packaging.

3 Social media

3.1 We encourage our Trading Partners to have an active presence on social networks.

3.2 You should adhere to our guidelines when promoting Yankee Candle products on social networks.

3.3 Promotional messages on social networks should not be used inappropriately or in a way which is damaging to Yankee Candle or its products.

3.4 You should not use imagery or language on social networks which suggests that you are part of Yankee Candle or that you are authorised by Yankee Candle to publish statements or materials on our behalf.

3.5 Yankee Candle's images or other materials protected by copyright should not be used on social networks unless authorised by us.

3.6 We do not regard social media channels as an appropriate method of offering Yankee Candle products for sale. Any sale of Yankee Candle products should be conducted on premises or websites operated by Trading Partners.

4 Buying Yankee Candle products

4.1 Counterfeit or unlicensed products damage the reputation and integrity of Yankee Candle and its genuine products. In order to preserve the quality of the brand, Trading Partners must purchase Yankee Candle products from Yankee Candle and not from other sources, unless authorised by us. Consumer Direct is Yankee Candle's channel for the supply of products to consumers and Trading Partners should not normally place orders with Consumer Direct.

Yankee Candle® Europe Limited, Cabot Park, Poplar Way, Avonmouth, Bristol BS11 0YH

Code of Practice for trading partners – January 2015

4.2 Yankee Candle has a number of products which are sold in the United States of America which are not normally made available in other countries. These products are known as "Treasures" or "Exclusives". You should not offer these products for sale outside the United States of America without our approval.

5 Selling Yankee Candle products

5.1 Trading Partners must sell Yankee Candle products only to consumers and not sell Yankee Candle products to other resellers (for resale) without our approval.

5.2 Trading Partners should not sell embargoed Yankee Candle products before the release date published by us. 5.3 You should not sell Yankee Candle products on auction websites (such as eBay.com) or resale websites without our approval. We do not regard such third party websites as an appropriate method of offering Yankee Candle products for sale because the interests of the consumer are not adequately protected.

5.4 Trading Partners are entitled to set their own prices and to offer promotions and incentives. However, if Yankee Candle considers that excessively low prices or other promotional activities are damaging the reputation or integrity of Yankee Candle or its products (or the interests of consumers) we shall be entitled to take appropriate action.

5.5 Yankee Candle's policy is to conduct business in an honest and ethical manner. Trading Partners are expected to act professionally, fairly and with integrity in their business dealings and relationships.

6 Trade marks

6.1 Trade marks are distinctive words, symbols or designs which Yankee Candle uses to identify Yankee Candle products and help to distinguish these from the products supplied by other manufacturers.

6.2 As a Trading Partner you benefit from the value in Yankee Candle's name and our other trade marks.

6.3 You should follow the following guidelines when you use Yankee Candle's trade marks. These guidelines are in addition to those provided by us, for example in relation to advertising supplied by us.

6.4 The ® symbol should be used with all Yankee Candle registered trade marks and the ™ symbol should be used with unregistered trade marks. A list of Yankee Candle's registered and unregistered trade marks is published on our website.

6.5 If you are authorised by us to use Yankee Candle's trade marks you should include an attribution notice, for example: Yankee Candle ® is a registered trade mark of Yankee Candle Company (Europe) Limited".

6.6 You should not use Yankee Candle's name or our other trade

marks unless authorised by us to do so. 6.7 You should not infringe or diminish Yankee Candle's rights in its name or other trade marks and should not use Yankee Candle's trade marks in relation to other products not manufactured by Yankee Candle.

6.8 You should not apply to register as a trade mark any mark that is identical, or similar, to any of Yankee Candle's registered or unregistered trade marks.

7 Store design and layout

7.1 The location, design and layout of your store should be discussed with, and approved by, us. Trading Partners with multiple locations should have each location selling Yankee Candle products approved by us. When ownership or store location changes we should be advised of the new ownership and proposed store location.

7.2 We will take your interests into account when considering the location, design and layout of your store but we reserve the right to appoint other Trading Partners in the same or adjacent area.

7.3 Furniture or equipment supplied by us free of charge should only be used for the sale of Yankee Candle products and should not be used for the sale of products supplied by other manufacturers.

7.4 The use of any Yankee Candle name, trade mark or trading style on the interior or exterior of your store will require our prior written approval.

7.5 We make available marketing images and point of sale materials which you can access from the Marketing Tool Box on the Yankee Candle website. Please follow our instructions and guidelines on the use of the Marketing Tool Box.

7.6 Trading Partners are encouraged to use the Marketing Tool Box for their needs, but if you wish to use or create other marketing materials which include the Yankee Candle name, trade marks or trading styles you will need to apply for, and obtain, our approval before you do so.

8 Consumer communications

8.1 Your communications to your customers should be clear and should avoid creating confusion in the mind of the consumer. In particular, you should not make misleading or unjustified claims about Yankee Candle's products.

8.2 You should not claim or imply that you are part of Yankee Candle or use expressions that imply that you are an official Yankee Candle website without our prior approval.

8.3 To avoid consumer confusion in the market place you should not use the word "Yankee" or a confusingly similar word in your domain name or company name. Yankee Candle is the registered proprietor of the words "Yankee" and "Yankee Candle". You should avoid using trade marks and trading names which are confusingly similar to Yankee Candle's trade marks and trade names.

8.4 This version of the Code of Practice for Yankee Candle's Trading Partners is dated 16 January 2015