SUPPLIER EXPECTATIONS AGREEMENT* · Web viewSupplier Handbook & Required Forms Supplier Handbook & Required Forms Page | 19Food Safety/Security Information Page | 16Supplier’s Indemnity,

SUPPLIER HANDBOOK & REQUIRED FORMSVersion 4.1

Last Update: 6/10/2014

Supplier Handbook & Required Forms

To: Current or Potential Supplier

From: Rick Harris, Senior Director of Foodservice Sales

Amerifresh and our affiliates are requesting information from you that will allow our family of companies to purchase products from your organization. Maintaining complete and accurate item and supplier data is a critical starting point for serving our customers successfully.

Below is an outline of our supplier information requirements. We ask that you return the completed packet within 45 days via email to SCS at [email protected]. All sections are mandatory. After the deadline, product cannot be shipped to Amerifresh customers or Family of Companies until these documents are received at our corporate office.

INSTRUCTIONS: Please only type in the gray form boxes. Please pay special attention to the items that have been denoted with an asterisk (*). Thank you.

Table of ContentsSUPPLIER EXPECTATIONS AGREEMENT*.....................................................................................................3

SUPPLIER GENERAL PROFILE*......................................................................................................................6

SUPPLIER PAYMENT PROFILE*.....................................................................................................................8

EEOC BUSINESS STATUS*............................................................................................................................9

CERTIFICATION OF EEO COMPLIANCE*.....................................................................................................10

SUPPLIER’S INDEMNITY, HOLD HARMLESS AND GUARANTY CERTIFICATE*..............................................11

CERTIFICATE OF INSURANCE REQUIREMENTS*.........................................................................................16

SUPPLIER RECALL REQUIREMENTS............................................................................................................16

FOOD SAFETY/SECURITY INFORMATION*.................................................................................................16

SUPPLY CHAIN/LOGISTICS DATA REQUIREMENTS*...................................................................................16

CHECKLIST AND SUBMISSION INSTRUCTIONS...........................................................................................16

Page | 2 Table of Contents


SUPPLIER EXPECTATIONS AGREEMENT*1. Supply Chain Collaboration

a) We expect our suppliers to collaborate actively on initiatives to improve supply chain efficiency.

2. Food Safety and Securitya) We expect our suppliers to be leaders in providing safe, wholesome, and secure products, as

demonstrated by conformance with each of the following requirements:1) All suppliers submit to an annual Food Safety third-party audit by a recognized

auditing authority, with a passing score and documented corrective actions for non-conformances.1 For audits with numerical scoring, the baseline acceptable scores are as follows for High Risk2 & Low Risk commodities:o GAP and cGMP High Risk audits: 90% / Low Risk audits: 80%. o GLOBALG.A.P.: 95%o SQF: High Risk audits: E Rating (96-100) / Low Risk audits: G Rating (86-95)o BRC: High Risk audits: A Rating / Low Risk audits: B rating

2) All suppliers of produce and food contact supplies (e.g., packaging) shall be registered with the FDA as prescribed under the Produce Safety Standards or Rules, and required under the Agricultural Bioterrorism Protection Act of 2002.

3) Raw ingredient suppliers comply with US Food and Drug Administration (FDA) GAP and the Food Safety Protection Act (FSMA).3

4) Suppliers of processed or prepared produce comply with current Good Manufacturing Practices (cGMP) as per the US Code of Federal Regulations (CFR 21), and HACCP with prescribed prevention and controls.

5) All suppliers maintain a Food Safety Plan. This plan includes HACCP-based risk assessment.4 In addition, it addresses security issues related to its operation and its product(s) aimed at preventing the opportunity for intentional tampering with the product(s).

6) Cold-chain conditions are maintained for perishable items.

1 The audits shall be based on a commodity-specific audit scheme, the North American harmonized audit, Global Food Safety Initiative Audit Schemes (GlobalGAP, SQF, PrimusGFS, BRC), or other recognized audit program. GAP and cGMP audits will only be accepted from a Global Food Safety Initiate (GFSI) recognized Certification Body.2 High risk commodities list: All Herbs, Arugula, Baby Leaf Lettuce, Butter Lettuce, Cabbage, Cantaloupe, Celery, Chard, Endive, Escarole, Green Leaf Lettuce, Green Onion, Iceberg Lettuce, Kale, Pepper, Processed Products including: Dairy, Juice, Meat, Seafood, & Nuts, Radish, Red Leaf Lettuce, Romaine Lettuce, Spinach, Spring Mix, Sprout, & Tomato

33 The US Food and Drug Administration (FDA) Good Agricultural Practices (GAP) guidance document (Guide to Minimize Microbial Food Safety Hazards for Fresh Fruits and Vegetables, also known as GAPs Guide, Ref. 10), and appropriate commodity specific guidance, as well as the produce-specific requirements of the Food Safety Modernization Act (FSMA) Produce Safety Standards. (See US Federal Register/ Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices, page 8086, “Department of Health and Human Services, Food and Drug Administration [Docket No. FDA–2010–N–0085], Preventive Controls for Fresh Produce; Request for Comments, http://www.gpo.gov/fdsys/pkg/FR-2010-02-23/pdf/2010-3409.pdf).

44 At a minimum, the supplier’s Food Safety Plan should describe its risk assessment approach. For high-risk commodities, it should include a formal Hazard Analysis Critical Control Point (HACCP) plan.



7) A comprehensive employee training program is in place.8) Vermin control program is in place.9) Written “Hold and Release” procedures are in place. (applicable to high risk

commodities only)10) A traceability program capable of tracking products back up the supply chain and

forward to customers is in place.5

11) A mock recall exercise is conducted at least annually to ensure that staff and procedures are effective.6 Proper chemical storage and handling procedures are in place.

12) Equipment and environmental swabbing is used to verify the effectiveness of current sanitation procedures. (applicable to high risk commodities only)

13) Personal hygiene and proper product handling procedures are followed.14) A crop protection or Integrated Pest Management plan and associated records are

available for review.7

15) All agricultural chemical applications are based on the approved EPA labels, applied by licensed personnel, and reported according to the local and other applicable requirements.

16) Soil amendment and fertilization usage records are available for review.17) No biosolids are used on farms, and raw manure is only used as allowed under

specific conditions under certain schemes (e.g., organic, GLOBALG.A.P.).18) Composted materials conform to recognized compost guidelines.19) A Water Management Plan and associated records are available for review,

including records pertaining to the quality of water used in production and processing, and the quality of effluents from such processes.8

20) If pathogens have been found in water testing to be out of compliance with FSMA or limits established by other government regulations, the end produce is withheld from sale.

21) Microbiological tests on water sources for pathogens (e.g. Generic E. Coli) must be conducted. If the results are presumptive, then further tests must be conducted to determine if the bacteria is a food safety risk e.g. pathogenic, following commodity specific guidelines on water testing.

55 The Agricultural Bioterrorism Protection Act of 2002 (https://www.federalregister.gov/articles/2012/10/05/2012-24434/agricultural-bioterrorism-protection-act-of-2002-biennial-review-and-republication-of-the-select) requires that food companies be able to trace their products both up and down the distribution system by a minimum of one tier (your direct upstream supplier(s) and your direct downstream customer(s). The traceability system can be either electronic or printed documents, which must be saved for 2 years.

66 In the event of an actual recall, SCS Global Services must be notified immediately. The supplier has a crisis management team and a written recall procedure, which includes traceback, notification, and disposition of the product.

77 Records pertain to agrochemicals and biological soil amendments, the use of which shall follow the applicable governmental regulations. Biological amendments (e.g., compost) shall be prepared in a manner so as to avoid being a source of contamination by pathogens. A Certificate of Analysis or Certificate of Compliance shall accompany any biological amendment receipt.

88 Records shall verify the quality of water used in production, conveyance, and processing of products and ingredients in conformance with appropriate commodity and safety standards and regulations. In addition, suppliers shall have records demonstrating that appropriate environmental monitoring for identified biological hazards has been conducted, including testing of irrigation water, well water and local water surface water bodies to demonstrate compliance to FSMA and or the Recreational Water Standards for Microbiology. The data shall also include corrective actions and follow-up testing when compliance/tolerance levels were exceeded.


https://www.federalregister.gov/articles/2012/10/05/2012-24434/agricultural-bioterrorism-protection-act-of-2002-biennial-review-and-republication-of-the-select

https://www.federalregister.gov/articles/2012/10/05/2012-24434/agricultural-bioterrorism-protection-act-of-2002-biennial-review-and-republication-of-the-select


22) Commodity-specific questions on high-risk crops must be addressed in the audit report or as an addendum. (applicable to high risk commodities only)

23) A surveillance audit will be conducted by the certification body within 6 months if the initial score does not meet the designated overall score. o GAP & cGMP High Risk audits: 89.99% or lower / Low Risk audits: 79.99% or

lowero GLOBALG.A.P.: Fail or Minor Must below 95% o SQF: C or F Ratings require 6 mo. re-inspection per SQF standardo BRC: C or D Ratings require 6 mo. re-inspection per BRC standard

b) We expect our suppliers to communicate all potential Food Safety and Security issues to us with urgency, in order to protect our customers and their consumers.

3. Receiving Standardsa) Product is temperature checked at receipt. Products with out-of-spec temperatures will be

refused at the dock unless a specific arrangement has been pre-approved.b) Product is visually checked at receipt. Damaged cases will be refused and returned with the

carrier.c) Product counts are verified at receipt. Exceptions are noted on the receiving document and

communicated to the inventory management team.

4. Product Informationa) Supplier will provide all product specifications to SCS on behalf of Amerifresh, including but

not limited to nutritional content, GTIN numbers, and traceability information.

By signing below, the Supplier certifies that it has read, understood and complies with all expectations outlined in the Amerifresh Supplier Handbook and Required Forms.

Supplier:Name: (authorized individual)Title: Date:



SUBMITTING AUDITS TO SCSAmerifresh has retained the services of SCS Global Services (SCS) to manage our supplier auditing program. In this capacity, SCS receives supplier audit information, inputs this information into a database, corrects scoring discrepancies between the different certification bodies, provide comments, recommendations, and additional materials and references to enable suppliers to address deficiencies as necessary. Suppliers are expected to provide timely response to any SCS procedural requests. Additionally, suppliers are required to submit the documentation requested in this packet to SCS prior to working with Amerifresh.

As described above, we require that a third-party auditing company has audited each of our suppliers. This audit will need to include food safety, security, and quality.

You have the choice of sending to SCS the most current copy of a third-party audit report from any of the following approved third-party entities: SCS Global Services (SCS), Primus Labs, AIB, Silliker, NSF-Davis Fresh, NCSI, or other GFSI recognized certification body. In lieu of GAP or GMP audits, SQF, BRC, or GLOBALG.A.P. audits will be accepted when done by an approved GFSI certification body. If you have no current audit, contact SCS to perform an audit.

SCS will review the third-party audit reports and post the score on a secure website for Amerifresh.

There is a minimal charge of $200 for SCS to review your audit, which will be collected by Amerifresh. Any follow-up work with SCS will be billed on a time and materials basis.

Please submit audit information to (email is preferred):

email: [email protected]: 510.452.8008fax: 510.452.6886

If there are any questions on this process, please contact:

Rebecca Anderson, 510.452.9094, [email protected]

Page | 6 Supplier General & Payment Profile


SUPPLIER GENERAL PROFILE*Legal Supplier Name*

DBA Name*

Brands Sold*

Corporate Address* Remit-To Address*Line 1Line 2

Line 1Line 2

City, State, ZipPhone

Fax

,

City, State, ZipPhone

Fax

,

Warehouse 1 Address Warehouse 3 AddressLine 1Line 2

Line 1Line 2

City, State, ZipShipping Hours

,


,

Warehouse 2 Address Warehouse 4 AddressLine 1Line 2

Line 1Line 2


,


,

Order Lead Time

Corporate Sales Contact* Accounts Receivable ContactName Name Email Email

Phone Phone Liability/Insurance Contact* Marketing/Label Contact

Name Name Email Email

Phone Phone Quality Assurance Contact Food Safety Contact *

Name Name Email Email

Phone Phone Shipping Contact

Name Email

Phone



Please list additional contacts below, as necessary:

Contact 1 Contact 3Title

NameEmail

Phone

TitleNameEmail

Phone

Contact 2 Contact 4Title

NameEmail

Phone

TitleNameEmail

Phone

SUPPLIER PAYMENT PROFILE*TAX ID Number*

PACA Number *

Blue Book Number*

Blue Book Rating

Rebate Items & Info



EEOC BUSINESS STATUS*To enable Amerifresh to respond to inquiries from Federal and State Agencies with whom we have contracts, it is necessary for us to gather certain information from our suppliers. Please check all applicable boxes below, sign and return this form to us immediately.

Check One

Large Business ConcernA business that exceeds the small business size code standards established by the Small Business Administration.

Small Business Concern NAICS #: (If Applicable)A business organized for profit, which is independently owned and operated, is not dominant in the field of operations in which it is bidding, and meets the size standards as prescribed in Government regulations.

Check All That Apply

Disadvantaged Business ConcernA business that (a) is at least 51 percent owned by one or more individuals who are both socially and economically disadvantaged, or a publicly owned business having at least 51 percent of its stock owned by one or more socially and economically disadvantaged individuals and (b) has its management and daily business controlled by one or more such individuals. Copy of certification must be returned.

Black Americans Hispanic Americans Native Americans Asian-Pacific Americans Asian-Indian Americans Other individuals found to be qualified by the SBA under 13 CFR 124.1.

(Please explain)

Woman Owned Business ConcernA business that is at least 51 percent owned by a woman, or women, who are U.S. Citizens and who also control and operate it. Control in this context means actively involved in day-to-day management.

Historically Black Colleges Universities/Minority InstitutionsInstitutions established before 1964 and have a principal mission that is the education of Black Americans, and meet the requirements set forth by the Department of Education, 34 CFR 608.2. Minority Institutions (MI’s) are institutions that substantially increase higher education opportunities for minority and/or low-income students who are educationally disadvantaged or underrepresented in post-secondary education and meet requirement set forth by the DoE, 34 CFR 602.7.

Hubzone Small

Page | 9 EEOC Business Status and Compliance


Veteran Owned Small BusinessService Disabled VOSB

Foreign Business ConcernA supplier or subcontractor organized or existing under the laws of a country other than the

United States, its territories, or possessions.

Non Profit Agency Employing People Who Are Blind Or Severely DisabledThe definition of “blind or severely disabled” is set forth in FAR 8-701

Alaska Native Corporations (ANCs) and Indian Tribes Not Certified By Small Business Administration As Small Disadvantaged Business

Alaska native Corporations (ANCs) and Indian Tribes That Are Not Small Business

CERTIFICATION OF EEO COMPLIANCE*As a government contractor/subcontractor, Amerifresh is subject to the requirements of Executive orders 11246, 11625, 11701 and 11758. Additionally, to comply with the Vietnam Era Veterans Readjustment Assistance Act of 1974, this contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. To comply with the Rehabilitation Act of 1973, this contractor and subcontractor shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. Pursuant to these Executive Orders and federal laws, we are required to obtain certain commitments from our suppliers of goods and services.

Company Name Date

Authorized Representative Title

Signature (Typed in name constitutes a signature)

Street Address

City, State and Zip Code ,



SUPPLIER’S INDEMNITY, HOLD HARMLESS AND GUARANTY CERTIFICATE*This Product Warranty and Indemnity Agreement is made between Amerifresh, a Delaware corporation located at 16100 N. 71st St, Suite 520, Scottsdale, AZ 85254 (“Buyer”) and , a company located at , , (“Supplier”) listed below as of the date first executed below. The parties agree that the following terms and conditions apply to the products contained in any sales, shipments or deliveries made by Buyer, its subsidiaries, divisions or affiliates (the “Products”) to or on the order of Buyer, its subsidiaries, divisions or affiliates:

1. Food Safety.

1.1 Supplier’s Production.

(A) Supplier shall implement and maintain comprehensive food safety programs designed to produce quality Products and eliminate the potential of microbial or other contamination of the Products at every step of production, storage and transportation. Supplier’s food safety programs comply, at a minimum, with the good agricultural practice industry standards (the industry “GAP Standards”). if Buyer, based on requests from its customers, provides Supplier written notice requiring it to follow certain other GAP Standards (e.g., GFSI Standards), Supplier shall also implement those additional GAP Standards;

(B) Supplier shall cultivate, grow, harvest, and transport the Products in compliance with applicable, GAP Standards, in facilities that comply with the GAP Standards and all applicable federal, state, provincial or local statutes, ordinances and regulations in effect in the United States, Canada and any other country where the Products are sold, related to food safety, protecting human health, protecting the environment or manufacturing practices, including the U.S. — Food, Drug and Cosmetic Act (the "FD&C Act"); U.S. — Insecticide, Fungicide and Rodenticide Act, as amended (the "IF&R Act"); U.S. — FDA Food Safety Modernization Act of 2010 (the “Food Safety Act”); and all Regulations promulgated under these Acts (collectively the “Food Safety Laws”); and

(C) Supplier shall not use biosolids in any manner in the production of the Products.

1.2 Products Meeting Standards. Supplier shall cultivate, grow, harvest, and transport the Products to cause:

(A) The Products to meet all standards for sale in the United States and satisfies all the Specifications and other requirements set forth in this agreement;

(B) The Products to not be adulterated or misbranded, within the meaning of the FD&C Act or any other Food Safety Laws;

(C) Products to be free of any misbranded, banned or hazardous substance, chemical or additive prohibited by any Food Safety Laws; and



(D) The Products to be free of any pesticide or other crop protection chemical residue that exceeds the maximum residue limits (“MRL”), or tolerances, for that chemical established by the U.S. Environmental Protection Agency (“EPA”) or any other applicable Food Safety Laws.

1.3 Compliance Audits.

(A) Supplier, at its expense, shall certify its compliance with the applicable GMP and GAP Standards by obtaining audits from GFSI accredited third-party certification agencies (called Certification Body), approved by an accreditation agency to conduct audits against their ISO based GMP and GAP scheme (e.g., Global GAP, SQF, Primus GFS, BRC), certifying its compliance with the GMP and GAP Standards. The audits must be conducted when the applicable audited activities, for example harvesting is being performed. The audits must be conducted annually and provided to Buyer prior to the expiration of the then current certification; and

(B) If Supplier fails to conform to any of the applicable GMP and GAP Standards or other industry standards, as determined by audit or other means, Supplier must take all actions necessary to sufficiently correct the non-conformances within the time-line specified in the applicable GMP and GAP Standards (typically 30 days) or, if no time limit is specified, within 10 business days after receipt of notice of the non-conformity.

1.4 Traceability and Lot Identification. Supplier shall maintain adequate traceability documentation for each lot delivered to Buyer, including sufficient information about the source (by Ranch, block, variety, lot number, harvest crew, harvest date, lot size and load number) to allow for the appropriate tracing of the Products. In the case of processed items, supplier shall additionally maintain traceability documentation regarding processing line, time, and processing crew.

1.5 Representations. Supplier represents that:

(A) The Products are free from infringement of any patent, trademark, or trade name;

(B) Supplier has good title to the Products, the right to possession and control over the disposition of the Products, free of all third-party claims; the Products are not subject to any other agreement under which it must be marketed, nor is the Products subject to pledges, attachments, nor any other lien or limitation of ownership; and

(C) The Products are entirely produced and packed in state or country of origin and it has not been co-mingled or mixed with any Products produced outside of the indicated state or country of origin.

1.6 Food Safety Events.

(A) Food Safety Events. A “Food Safety Event” is the occurrence of any of the following events:

(1) Buyer or Supplier has a reason to believe there is a reasonable probability that the use of or exposure to the Products could cause serious adverse health consequences or death to humans;



(2) Any of the Products are adulterated, misbranded or contaminated within the meaning of a Food Safety Law;

(3) Any food safety announcement, ruling or determination of any governmental body that any of the Products are subject to or associated with a recall, stock recovery, or market withdrawal; or

(4) Any governmental body issues an announcement, advisory or warning that the use or consumption of Products, of the same kind as the Products, could result in bodily injury, health consequences or environmental damage.

1.7 Buyer’s Remedies. If a Food Safety Event occurs, Buyer may, at its sole option, exercise any one or more of its available remedies, including, ceasing sales and distribution of any Products that is unmarketable due to a Food Safety Event; recover any inventory of the Products; withdraw the Products from the market; issue notices to customers and the public; recall and dispose of the Products; or suspend or cancel this agreement.

1.8 Costs of the Food Safety Event. If the Food Safety Event is caused or alleged to be caused by Supplier, prior to the Products being delivered or by unknown reasons, then Supplier is responsible for all costs and losses that result in whole or in part from a Food Safety Event, including, refunds to customers for Products that are unmarketable due to a Food Safety Event, replacing the Products, transportation to dispose of and replace the Products, disposal costs, and illnesses.

2. Indemnification and Insurance.

2.1 Indemnification. Supplier agrees to defend Buyer, its employees, agents, representatives, directors and customers from any claims, lawsuits, demands, or proceedings, arising out of contract, tort, misrepresentation or other violation of law (“Claims”), and indemnify them against any resulting damages, losses, liabilities, fines, penalties, and expenses, including reasonable attorneys’ fees and costs (“Damages”), that are brought or commenced against them by:

(A) Any federal, state or local governmental authorities alleging that any Products did not meet the warranties, representations, specifications or any other terms of this agreement;

(B) Any person or entity for the recovery of Damages from injury, illness or death to any person or loss or damage to property caused or alleged to be caused by:

(1) Supplier, its employees or agents’ negligent acts, omissions or willful misconduct;

(2) Supplier’s failure to act in accordance with the warranties, representations, specifications or any other terms of this agreement; and

(3) Any defect in the Products or failure of the Products to conform with any warranties, representations, specifications or any other terms of this agreement, or any other terms, as, from time to time, agreed upon by the parties.



(C) Any person or entity for the recovery of Damages from Supplier’s infringement or misappropriation of any patent, trademark, trade secret, copyright, or other proprietary or contractual interest of the third party.

3. Insurance. Supplier must maintain insurance policies, through insurance companies having an AM Best Rating of “A” or better, insuring it for commercial general liability for bodily injury and property damage, including the Products; products liability and completed operations; and contractual liability with at least minimum limits of coverage of $3,000,000.00 per occurrence and $5,000,000.00 aggregate. Supplier must maintain the required insurance at all times during this agreement and provide Buyer with a certificate of insurance evidencing the required coverage, no later than 30 days following the execution of this agreement, and no less than annually thereafter. Supplier must give Buyer at least 30-days prior written notice of any termination, amendment, cancellation, or modification of the insurance. Supplier must add Buyer as an additional insured.

4. Remedies.

4.1 Governing Law. All matters arising out of or relating to this agreement and all of the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance, and enforcement, must be governed by the laws of the State of Arizona and the United States of America — including the Perishable Agricultural Commodities Act and its Regulations, where applicable, without regard to any conflicts-of-law principles that would result in the application of the law applicable in a different jurisdiction.

4.2 Events of Default. A party will be in “Default” under this agreement upon the occurrence of any of the following events, including:

(A) Supplier’s uncured failure to meet the GAP and/or GAP Standards;

(B) Any portion of the Products are subject to a Food Safety Event;

(C) Any warranty or representation made by a party under this agreement is false in any material respect when made or during the Term of this agreement;

(D) or

(E) A party’s failure to perform any of its obligations under this agreement.

5. General Terms.

5.1 Title. Supplier has title to and bears all risk of loss with respect to the Products, including loss or damage by fire or other casualty, until title passes to Buyer’s customer when Products has been loaded into trucks at Buyer’s packing facility for shipment to the customer.

5.2 Notices. All written notices required under this agreement must be given by prepaid overnight courier service to the recipient. Notice will be effective upon confirmed delivery. All other communications permitted under this agreement must be in writing and may be sent via facsimile, or electronic mail, to the recipient at the facsimile number, or electronic mail address, set forth in Section 1 above. Any party may change its contact information by giving written notice of the change to the other party.

5.3 Relationship of Parties. This agreement does not create and must not be construed as creating between Buyer and Supplier a relationship of principal and agent, employer and



employee, partners or joint ventures. Buyer and Supplier are independent parties, retaining complete control over and responsibility for their respective operations and employees.

5.4 No Assignment. The parties shall not assign any of their rights or delegate any of their duties under this agreement without the prior written consent of the other party, which consent may be withheld for any reason.

5.5 Successors and Representatives. This agreement binds and inures to the benefit of the parties and their respective heirs, personal representatives, successors and permitted assigns.

5.6 Counterparts. The parties may sign this agreement in counterparts, all of which together will constitute one document. Signatures may be transmitted by facsimile or electronic transmission, which are to be deemed as original signatures.

5.7 Merger, Modification, No-Waiver and Severability. This agreement constitutes the sole agreement of the parties with respect to its subject matter. It supersedes any prior written or oral agreements between the parties. It may not be modified except in writing and signed by the parties. If either party fails to require the other to perform any term of this agreement, that failure does not prevent the party from later enforcing that term. If either party waives the other’s breach of a term, that waiver is not treated as waiving a later breach of the term. If any part of this agreement is for any reason found to be unenforceable, the rest of it remains fully enforceable.

5.8 Including. The term “including” means “including but not limited to.”

5.9 Headings. Headings are for convenience only and do not affect the interpretation of this agreement.

The parties are signing this agreement on the date stated in the introductory clause.

Buyer:By: Name: Title:

Supplier:By: Name: Title:



CERTIFICATE OF INSURANCE REQUIREMENTS*Re: 1) General Liability - Certificate of Insurance

2) Additional Insured - Suppliers

To: Food Group Supplier

Please attach a Certificate of Insurance naming Amerifresh as an additional insured (include a copy of the endorsement) to include the minimum insurance requirement of:

General Liability Minimums Each Occurrence $1,000,000General Aggregate $2,000,000Products $2,000,000

Umbrella/Excess Minimums Each Occurrence $5,000,000Aggregate $5,000,000

The Certificate must:

Be an original document Contain a CG 20 15 11 88 Additional Insured Endorsement or equivalent naming Amerifresh as

Additional Insured. Provide at least 30 days’ notice of cancellation Show complete insurance carrier names as listed in the A.M. Best Property & Casualty Guide,

Minimum rating accepted A-, VII List all subsidiaries or DBA’s covered by the certificate provided The Certificate of Insurance must be completed in its entirety and signed. Binders are not

acceptable.

Page | 16 Certificate of Insurance Requirements


SUPPLIER RECALL REQUIREMENTSAmerifresh & SCS will respond to a market withdrawal, product hold and or product recall based upon the information provided by the FDA, USDA and or supplier.

1. The initiator of the Product Integrity or Recall issue must provide the following information:

Supplier Name Recall Classification Reason for the recall Depth of recall (Do we call our customers?) Product Description Amerifresh Item Number GTIN or UPC or Supplier Code Code Dates of Product affected (with decoder) Number of cases affected Purchase Order numbers Date range of the recall (begin and end date) Specific instructions (Product hold, disposition, return, etc.)

2. SCS food safety personnel will check the code or codes in question against the product that has been purchased.

3. SCS will follow the direction of the supplier supplied recall procedure document for proper product retrieval and disposal. Costs associated with the recall will be billed back to supplier.

4. SCS will conduct recalls at the discretion of Amerifresh.

Revised: 5/31/2013

Page | 17 Supplier Recall Requirements


FOOD SAFETY/SECURITY INFORMATION*Which types of products do you sell? Fresh Processed Dry

Organic Conventional

Please attach a comprehensive list of your products with specifications and GTINs.

Do you have a HACCP/HARPC* Plan? Yes No n/a

Comments

Do you have a Recall Plan? Yes¹ No n/a

¹If yes, please return recall plan document with this packet.

Comments

Do you utilize a 3rd party audit company? Yes No n/a

If yes, what is the audit company name?

Score on most recent audit

Minimum of 90% is required for high risk foods and a minimum of 80% is required for low risk foods. Please return your most recent audit certificate with this packet.Has your food safety program been benchmarked against GFSI requirements?

Yes No n/a

If yes, did the GFSI Board recognize your program? Yes No n/a

What other food safety technologies are used?

Are you registered for Bioterrorism Compliance? Yes¹ No n/a

¹If yes, return list of FDA registration numbers for your facilities with this packet.

Do you have an AZ/CA LGMA Leafy Greens Certificate? Yes¹ No n/a

If yes, what is the expiration date?

¹If yes, return copy of most recent certificate with this packet.* Hazard Analysis and Risk-Based Preventive Controls

Page | 18 Food Safety/Security Information


SUPPLY CHAIN/LOGISTICS DATA REQUIREMENTS*What are your freight price structures (FOB, Delivered, Pickup Allowance, Brackets, etc.)?

All suppliers supplying produce for shipments to Food Services of America and Systems Services of America will be responsible for purchasing and maintaining a Sensitech TempTale4 temperature monitor for all refrigerated and frozen shipments as a part of a cold chain management program. One monitor per shipment or DC delivery/stop is required. Please see the FSA/SSA configured part numbers to order your monitors:

Product Type Part Number High Temp Set Point

Low Temp Set

PointRefrigerated Product (General Produce) T4800-03-426 41F 32FOther Produce (Peppers, Tomatoes, etc.) T4800-03-260 60F 46FTropical Fruits (Pineapples, Mangoes, Avocados) T4800-03-260 60F 46F

CHECKLIST AND SUBMISSION INSTRUCTIONSSubmit the following items to SCS at [email protected]:

List of Bioterrorism Compliance Registration Numbers for Facilities (due initially) Most Recent AZ/CA LGMA Certificates (due annually for leafy greens only) Recall Plan (due every 2 years) Certificate of Insurance (due initially) Most Recent Audit Report (due annually) Most Recent 3rd Party Audit Certificate (due annually) Corrective Action Plan (due annually)

Accepted file formats: .pdf, .doc, .docx, .jpg, .png

Return this completed packet with the above documents within 45 days via email to [email protected] . All sections are mandatory. After the deadline, product cannot be shipped to Amerifresh customers or Family of Companies until these documents are received at our corporate office.

Page | 19 Supply Chain/Logistics Data Requirements and Submission Instructions


OFFICE USE ONLYBranch

Requested By

Approved By

Entered By

Page | 20 Office Use Only

Documents

SUPPLIER EXPECTATIONS AGREEMENT* · Web viewSupplier Handbook & Required Forms Supplier Handbook & Required Forms Page | 19Food Safety/Security Information Page | 16Supplier’s Indemnity,