1.1 In these terms and conditions (these “Conditions"):

1.1.1 Contract means the contract between BUK and the Supplier for the sale and purchase of the Supplies which is formed when an Order is accepted under Condition 2.5;

1.1.2 Delivery Point means the place specified by BUK where Supplies are to be delivered or performed as relevant;

1.1.3 Goods means Supplies which are goods;

1.1.4 “IPRs” for these purposes means intellectual property rights including, copyright (including for the avoidance of doubt rights in computer software and typography rights), patents, trade-marks, domain names, rights in designs, databases, operating systems and specifications (both registered and unregistered) and any applications to register any of the foregoing, rights in inventions (whether patentable or not), know-how, trade secrets and other confidential information and all corresponding rights of a similar nature anywhere in the world;

1.1.5 BUK means Grupo Bimbo UK Limited, an English company (No. 04571039) whose registered office is at Swinton Meadows Industrial Estate, Swinton, Rotherham, South Yorkshire S64 8AB;

1.1.6 “Order” means an order from BUK (including any BUK special terms and conditions included in it);

1.1.7 “Price” means price for the Supplies as stated in the Order;

1.1.8 “Services” means Supplies which are services;

1.1.9 Supplier the person, firm or company from whom BUK buys the Supplies;

1.1.10 “Supplies” means the goods, services and / or other items, articles, materials, works or supplies that are supplied or meant to be supplied under the Contract.


2.1 Each Order is an offer to purchase Supplies subject to these Conditions.

2.2 These Conditions govern the Contract to the exclusion of all other terms and conditions. Variations to these Conditions are only binding if they are agreed in writing by a properly authorised representative of BUK. Terms or conditions endorsed upon, delivered with or contained in the Supplier's quotation, acknowledgment or acceptance of order, specification or similar document are not part of the Contract and the Supplier waives any right which it otherwise might have to rely on them.

2.3 To be valid an Order must comply with BUK's prevailing procedures from time to time as notified to the Supplier and: (a) be on official BUK order stationery; (b) bear an BUK PO number; (c) state the Supplies and their total Price (using the correct BUK item codes where relevant); and (d) include a date for delivery of the Supplies.

2.4 The Supplier shall immediately notify BUK if it is unable or unwilling to accept an Order.

2.5 Acceptance of an Order by the Supplier shall take place if the Supplier: (a) expressly accepts it; or (b) does anything which BUK reasonably considers is consistent with acceptance. If an Order is not accepted by the Supplier within 7 days of its date BUK may determine whether or not it is accepted. BUK may withdraw or amend an Order at any time before it is accepted.

2.6 BUK may reject (and shall not be bound to pay for) any Supplies that have not been ordered in accordance with its specified ordering procedures from time to time. Any such Supplies must be taken away by the Supplier at its own cost and risk.


3.1 The Supplier shall:

3.1.1 obtain and at all times maintain and keep in force any consent, approval, licence, certificate, authority or other authorisation required to supply the Supplies including any required to comply with Condition 3.2;

3.1.2 perform its duties under the Contract in compliance with good industry practice;

3.1.3 report immediately to BUK the occurrence of any event within or beyond its control which is likely to adversely affect its performance of the Contract; and

3.1.4 allow BUK to audit its compliance with its duties under the Contract.

3.2 The Supplier shall perform its duties under the Contract in compliance with: (a) all BUK, and its parent company, Grupo Bimbo, policies as notified to the Supplier from time to time; this includes the Grupo Bimbo Supplier Code of Conduct and any other notified policies on health & safety, ethical behaviour, anti-bribery and corruption, labour standards, food quality & safety, environmental standards and data protection and privacy; and (b) all applicable (as determined by BUK) laws and regulations, relevant codes of conduct (including British Standard Codes of Practice), and any guidance notices issued by regulators or other authorities and bodies (including the Health and Safety Executive).


4.1 The Supplier shall deliver all Supplies delivered duty paid (as defined in Incoterms 2010), to the Delivery Point and in the case of Goods shall offload them at the Delivery Point on the date specified by BUK in the Order or such other later date as BUK may specify.

4.2 If the Supplier is late in supplying, delivering or performing any Supplies, Condition 11 applies and time of delivery is of the essence.

4.3 The Supplier shall ensure that all Goods delivered by it to the Delivery Point are properly packaged and are accompanied by a prominently displayed delivery note showing the Delivery Point, purchase order number, a description of the Goods, the number of packages and contents and, in the case of part deliveries, details of the outstanding balance remaining to be delivered. Goods will only be accepted by BUK within Delivery Point operational hours, as advised by BUK.

4.4 Signature on behalf of BUK of a delivery note or other delivery document is not evidence that the correct quantity or number of Supplies have been delivered or that they otherwise meet the requirements of these Conditions or the Order.

4.5 Unless agreed in writing BUK shall not be obliged to return any packaging or packaging materials. If the Goods are to be delivered in instalments the Contract must, unless otherwise agreed by BUK in writing, be treated as a single Contract and not as severable. That said, BUK may cancel the whole Contract for a single delivery failure by the Supplier.

4.6 The Supplier shall keep safe and return in good condition to BUK promptly (and immediately on request) any equipment or other items provided by or on behalf of BUK to assist with delivery including any dollys, trucks, trolleys, baskets and the like. BUK may recover from the Supplier the cost of such items where required as a consequence of a failure by the Supplier to comply fully with this Condition 4.6.

4.7 If excess Supplies are delivered BUK is not bound to pay for them and they will remain at the Supplier's risk and be returnable at its expense.


5.1 Where the Supplier has authorisation to access BUK's premises to perform the Contract BUK may revoke that authorisation at any time.

5.2 The Supplier shall be responsible for the actions of its and its sub-contractor's employees and its visitors whilst they are on BUK's premises. BUK accepts no responsibility for any loss or damage to or for the security of property, equipment, materials and any other effects of the Supplier, its employees, agents and sub-contractors whether or not required for the performance of the Contract.

5.3 BUK may require the Supplier immediately to remove from its premises any of its or its contractors employees who have misconducted themselves or acted in breach of BUK's personnel code or health, safety, security or other legal requirements or any of the terms of the Contract.

5.4 The Supplier shall structure the supply of the Supplies in such a way as to avoid the application of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”) to the Contract. However if TUPE is found to apply to transfer the employment of any person from the Supplier (or anyone else) to BUK, the Supplier shall reimburse in full all the financial and other liabilities that BUK incurs as a consequence.


6.1 Risk in Supplies shall not pass to BUK until it has received and accepted them as fully compliant with the Contract in accordance with Condition 9.

6.2 All Goods shall be supplied by the Supplier with full title guarantee, free from any lien, mortgage, charge or other encumbrance.

6.3 Title to Supplies shall pass to BUK on the sooner of payment (in full or part) for them or delivery.

6.4 Title passing shall not prejudice any other of BUK's rights and remedies, including its right to reject.

6.5 Neither the Supplier, nor any other person, shall have a lien on, right of stoppage in transit or other rights in or to any Supplies title in which has vested in BUK and the Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.


7.1 The Supplier shall ensure that:

7.1.1 all Services are performed in a professional manner, with the highest level of skill, care and diligence using an adequate number of appropriately trained employees, agents or (subject to Condition 16.3) sub-contractors who shall be properly supervised at all times; and

7.1.2 all Goods are of the best available design quality, material and workmanship, without fault and conform in all respects with the Contract and any specification and/or patterns or samples supplied or advised by BUK to the Supplier.

7.2 BUK's rights under the Contract are in addition to any statutory conditions implied in its favour by the Sale of Goods Act 1979, the Supply of Goods and Services Act 1982 and any other applicable statute from time to time.

7.3 The Supplier shall assign to BUK the benefit of any warranty which the Supplies enjoy and shall at its own cost execute any documents and do whatever other things as BUK may require to transfer the benefits of the warranty to BUK. This shall not stop the Supplier being primarily liable for all Supplies.

7.4 BUK is not deemed to have accepted any Supplies until it has had a reasonable time following delivery to inspect them or, if later, within a reasonable time after any latent defect in them has become apparent.


8.1 The Supplier must obtain BUK's permission before using any of BUK's tools, plant, equipment, vehicles or materials that belong to BUK (“BUK's Tools”) with the prior, express written consent of BUK, and the use of BUK's Tools is subject to any conditions imposed by BUK. The Supplier shall use BUK's Tools solely in connection with the Contract. The Supplier shall satisfy itself that BUK's Tools are suitable for the purpose intended.

8.2 The Supplier is liable for all damage to or any loss of those of BUK's Tools as it uses.

8.3 BUK may take back BUK's Tools at any time and is under no liability whatsoever if the Supplier cannot perform as a consequence.


9.1 BUK may at all times inspect and test all Supplies (wherever they are). BUK may reject Supplies if it considers they are not of the quality or standard stipulated in the Contract or are likely to result in a failure to perform any performance tests, in which case Condition 11 below shall apply.

9.2 No Supplies shall be deemed to be accepted until they have passed all acceptance tests prescribed by BUK. Any inspection, checking, or approval carried out by or on behalf of BUK or the Supplier shall not of itself constitute acceptance nor shall it affect the Supplier's obligations under the Contract.

9.3 Where Goods are raw materials or packaging materials the Supplier shall ensure that it is and remains whilst supplying BUK a registered member of the Supplier Ethical Data Exchange Organisation (“SEDEX”) and will procure access for BUK to view its Supplier Ethical and Compliance Data via a SEDEX link.


10.1 The Price is exclusive of value added tax but inclusive of all other charges, including, without limit, fuel, utilities, consumables, labour, materials, transport, packaging and insurance.

10.2 The Price is fixed and no extra charges may be applied or variations to the Price made to take account of any increase in the costs to the Supplier of the labour, materials, plant and other resources employed in performing its duties or for any other reason.

10.3 Should BUK agree to reimburse any third party costs it shall only be required to do so if they are incurred in compliance with BUK's own procedures for recovering expenses and be properly and reasonably incurred.

10.4 The Price is payable on the date(s) and subject to any conditions stated in the Order. Unless the sums stated in it are disputed, BUK shall pay each valid invoice (as determined under Condition 10.5) within 60 days of the date of receipt.

10.5 To be valid an invoice must: (a) quote the applicable Order PO number; (b) include a full description of the Supplies invoiced, their quantity and Price; (c) be received by BUK within 14 days of the date the Supplies are delivered or performed; and (d) not relate to Supplies that are the subject to a claim.

10.6 Without prejudice to any other right or remedy, BUK may set off any amount owing at any time from the Supplier to BUK or any of its affiliates (as defined in section 1159 of the Companies Act 2006) against any amount payable by BUK to the Supplier under the Contract.

10.7 If BUK is late in paying sums due the Supplier may charge interest at a rate of two per cent per annum over the Bank of England base lending rate.

10.8 BUK shall be entitled to any discount for prompt payment or volume of orders customarily granted by the Supplier to any other customer.


11.1 The Supplier shall indemnify BUK in full against all losses, damages, costs, claims, demands and expenses (“Losses”) incurred by it as a result of or in connection with any breach, negligent performance or failure or delay in performance of the Contract by the Supplier or someone acting on its behalf (“Supplier Failure”) and regardless of whether the Losses are direct, indirect or consequential and inclusive of any lost revenue, savings and associated profit.

11.2 If Supplies or the Supplier's duties in respect of them do not meet the requirements of the Contract, whether at time of delivery or subsequently, BUK may:

11.2.1 reject both them and, if BUK requires, any future Supplies which are due, whether under the same Contract or not;

11.2.2 (where Supplies are defective) require the Supplier to replace or re-supply them; and/or

11.2.3 obtain substitute Supplies from another supplier and/or take such other action as it may consider required to deal with the consequence of the Supplier's failure and recover the cost of doing so from the Supplier.

11.3 If requested by BUK, the Supplier shall immediately collect any Goods rejected under Condition 11.2 and reverse the effects of any Services which are rejected, in each case at its own cost and risk (failing which BUK may do so at the Supplier' expense and without liability).

11.4 If there is a Supplier Failure BUK may also (at the Supplier's cost):

11.4.1 require the Supplier, immediately, at its own cost, to implement a rectification plan designed to remedy the failure (including by implementing work-around remedies aimed at allowing BUK's production and other processes to continue with minimal disruption); and

11.4.2 itself take whatever steps it considers appropriate to remedy the failure.


12.1 The Supplier shall maintain with a reputable insurance company the levels and types of insurance required to cover all its potential liabilities under the Contract including any specific risks and requirements as notified by BUK from time to time.

12.2 The Supplier shall whenever required produce to BUK the relevant policy or policies of insurance and the receipts for payment of the current premiums.


13.1 Without prejudice to the continuation of any non-disclosure agreement entered into by the parties that imposes stricter duties on the Supplier, the Supplier shall keep in strict confidence all technical or commercial know-how, specifications, and any formulations, specifications, recipes, supplier lists, prices, business processes, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by BUK and any other confidential information concerning BUK's business as the Supplier may obtain (“Confidential Information”). The Supplier shall restrict disclosure of the Confidential Information only to those of its employees, agents or sub-contractors who need to know it for the purpose of discharging the Supplier's obligations to BUK or where required by law, and shall ensure that its employees, agents or sub-contractors are subject to like obligations of confidentiality as those that bind the Supplier.

13.2 The Supplier shall not advertise or publicly announce that it is undertaking work for BUK.

13.3 All IPRs in all Supplies, Confidential Information and any other models, samples, plans, designs, drawings, goods equipment, specifications, data, transparencies, prints, photographs, negatives, working notes and books created or supplied by BUK to the Supplier or not so supplied but used or generated by the Supplier specifically in the performance of the Contract, whether hard copy or electronically, (“Deliverables”) shall at all times be the exclusive property of BUK.

13.4 The Supplier hereby assigns with full title guarantee to BUK all its IPRs and other rights, title and interest in the Deliverables free from any third party rights, liens, charges or encumbrances. The Supplier shall promptly return any Deliverables and all copies of them in its possession to BUK on request and in any case once the Contract has been performed or, if earlier, terminates


14.1 BUK may terminate the Contract in respect of all or part only of the Supplies immediately on giving notice to the Supplier at any time before they are accepted.

14.2 BUK may immediately terminate the Contract in whole or in part at any time by notice if the Supplier: (a) is in breach of the Contract; or (b) becomes bankrupt, insolvent or enters into liquidation or receivership or is the subject of an application for an administration order or suffers an administrative receiver to be appointed in relation to the whole or any part of its assets or makes a composition or arrangement with its creditor or suffers any judgment to be executed in relation to any of its property or assets or undergoes an equivalent or analogous procedure; or the Supplier ceases or threatens to cease to carry on its business; (c) the financial position of the Supplier deteriorates to such an extent that in the opinion of BUK the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy; or (d) the Supplier is subject to a change of control which for these purposes means that direct or indirect control or the ability to influence the conduct of the Supplier is acquired after the date of the Contract, whether through shareholding, contractual or other rights.

14.3 If BUK terminates the Contract under Condition 14.2 it may reject any or all the Supplies to which it relates and Condition 11 shall apply.

14.4 The termination of the Contract shall not cancel rights or obligations accrued before termination. Provisions which either expressly or by implication are to continue to survive the termination shall continue to have effect after the Contract terminates.


15.1 BUK may postpone a due delivery or payment, cancel the Contract or reduce the amount of Supplies ordered if it is prevented from or delayed in carrying on of its business due to circumstances outside its reasonable control including, without limit, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lockouts, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.


16.1 Any formal notice (that is excluding routine correspondence) to be given under the Contract must be in writing and delivered personally or sent by first class post. Fax or email notices are not valid. The address for service of notices for BUK is its registered office and its offices at Swinton Meadows Industrial Estate, Meadow Way, Swinton, Mexborough S64 8AB and marked for the attention of the Finance Director. The address for service of notices for the Supplier is its address as stated in the Order to which the notice relates. A notice is deemed to have been served if personally delivered, at the time of delivery; if sent by pre-paid first-class post from one address in the UK to another, two working days (Monday to Friday excluding a UK bank or public holiday) after posting; if sent by air mail, six working days after posting.

16.2 Each right or remedy of BUK under these Conditions and the Contract is without prejudice to any other right or remedy of BUK whether under the Contract or not.

16.3 The Supplier may not assign, transfer, or sub contract its rights or obligations under the Contract without the prior written consent of BUK. The Supplier is responsible for all the acts and omissions of its subcontractors as if they had been its own.

16.4 BUK may assign its rights under the Contract without restriction.

16.5 In entering into the Contract the Supplier has not, does not rely on and shall have no remedy in respect of any statement, representation, warranty made by BUK, whether negligently or innocently. This shall not exclude BUK's liability for fraud or death or personal injury caused by negligence.

16.6 Any failure or delay by BUK in enforcing or partially enforcing any provision in the Contract will not constitute a waiver of any of its rights.

16.7 Neither party intends any of the terms of the Contract to be enforceable by any third party pursuant to The Contracts (Rights of Third Parties) Act 1999.

16.8 The Contract, its subject matter or formations, and including contractual and non-contractual disputes is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts including as regards the granting of interim relief and in respect of preliminary matters.

Grupo Bimbo S.A.B. de C.V. and its subsidiaries (“Grupo Bimbo”) are a group that has thrived since its foundation in 1945, seeking business relationships with suppliers based on mutual trust, respect, fairness, honesty, integrity and continuous improvement, committed to ethical and sustainable principles.

To “build a sustainable, highly productive and deeply humane company” we need to involve and commit our global supply chain. Grupo Bimbo considers suppliers (“Suppliers”), all of our partners who provide us with ingredients, packaging, finished products, indirect materials and services, as well as our contract manufacturers who we entrust to produce our products on our behalf and our suppliers' suppliers.

We expect Suppliers to fully comply with this Code of Conduct, all applicable laws, legal requirements, best practices and international standards where they operate, to improve sustainable practices and ensure long term value to our consumers and product excellence.

In order to achieve a clear understanding of the principles and policies that should govern the relationship and ensure their implementation, we have developed this Grupo Bimbo Supplier Code of Conduct.

Sustainable Sourcing

Grupo Bimbo has also published certain global polices that apply to specific ingredients such as palm oil. Grupo Bimbo reserves the right to request additional third-party certifications of ingredients, commodities or services as they become available and are commercially viable.

The scope of this Code of Conduct establishes Grupo Bimbo's guidelines and policies for social, economic and environmental practices.

1.Social & Ethics

Ethical Behavior - A Shared Commitment

To remain sustainable and achieve consumer preference, Suppliers and their employees shall establish and always maintain the highest ethical standards including:-

Business Integrity. Suppliers shall adopt and implement a "zero" tolerance policy prohibiting any kindof bribery¹, corruption, extortion and fraud. All transactions must be conducted transparently andproperly recorded.

Conflicts of Interest. Suppliers naturally engage in trade relations with other companies, including Grupo Bimbo's competitors. Any situation that results in, or could result in, a conflict of interest shouldbe avoided and reported immediately to Grupo Bimbo. Suppliers should self-verify annually anddeclare that no conflicts of interest exist, in order to maintain its relationship with Grupo Bimbo.

Confidentiality. Suppliers shall not reveal any confidential information provided by Grupo Bimbo relating to their business relationship to: (a) their representatives, except when it relates specifically toproviding goods and services to Grupo Bimbo or on its behalf; or (b) to persons outside the suppliers organization. Suppliers must comply with applicable security and privacy laws, regulations andretention requirements, and ensure that they have appropriate legal, technical and security controls inplace to protect Grupo Bimbo's confidential information. Confidential information means all non-publicGrupo Bimbo data, including but not limited to: business plans, pricing strategies, marketing plans,personal information, trade secrets and intellectual property. Suppliers may not outsource, disclose,share, or use this information outside the requirements defined in the agreement executed with GrupoBimbo. Suppliers should never use Grupo Bimbo's confidential information for their own benefit or thatof other persons. Similarly, Grupo Bimbo shall not request confidential information about its competitors from Suppliers.

¹ For the purposes of this Code of Conduct it means giving, offering, requesting or receiving (or any attempt to give, offer, request or receive) anything of value for the purpose of directing the behavior of someone to obtain or retain a benefit.

No Bribery and Corruption

Suppliers shall operate legally and in compliance with all applicable laws and regulations as well as international agreements, including anti-corruption laws.

Given that anti-corruption laws typically prohibit direct or indirect payments, the manipulation of government officials² and third parties; any improper payment, gift or other valuables offered or provided by a supplier can be considered as provided by Grupo Bimbo. Consequently, we prohibit any such behavior by any of our current or prospective Suppliers. Given that bribery and corruption are considered punitive crimes, Grupo Bimbo takes its legal responsibility seriously in this regard and expects the same from its Suppliers.

² For the purposes of this Code of Conduct it includes any officer or employee of a body of government, whether elected or appointed, acting in that capacity, representing all levels of government, federal or national, state or provincial, or municipal; but not limited to their legislative bodies, ministries or departments, judicial bodies, state-owned entities or investigative agencies, as well as any political party, an official of a political party or candidate for any elected office.

Prohibited Acts

Offering or Receiving Improper Benefits: With regards to corruption, Grupo Bimbo does not distinguish between government officials and individuals. Bribery and corruption are not tolerated regardless of those involved. Suppliers that do business with or act on behalf of Grupo Bimbo, should not give, offer, promise, request, accept or receive directly or through third parties, anything of value toor from any Government Official, private entity, individual, or a family member thereof, with the intentto persuade them or be persuaded to exploit their position for any undue advantage.

Gifts, Food, Travel, and Entertainment

Suppliers must not offer, give, request or receive any gifts, meals, travel or entertainment, from or to, any person on behalf of Grupo Bimbo or any of Grupo Bimbo's associates.

Grupo Bimbo has in place a gift, meals, travel and entertainment policy, which all Suppliers must abide to, that is based upon lean principles and relationships with our Suppliers, prohibiting them: (i) giving us or receiving from us travel and/or entertainment (except as expressly and strictly authorized on a case by case basis by Grupo Bimbo's Ethics and Compliance Committee), (ii) giving us or receiving from us gifts (other than promotional gifts with no commercial value) and (iii) giving us or receiving from us meals (other than business related meals, in customary places, sticking to sobriety, austerity, coherence and rationality principles).

Fraud and Other Criminal Behaviors

Suppliers shall not violate any criminal statute or perform any illegal acts, including fraud and theft, while maintaining a business relationship with, or acting on behalf of, Grupo Bimbo.

Labour Standard

Suppliers shall respect the human rights of all workers and treat them with respect and dignity; including fixed, temporary, migrant, student or contract workers.

No Discrimination and Anti-Harassment. When hiring anyone, Suppliers must not discriminateagainst any person regardless of race, color, religion, gender, age, nationality, disability, sexual orientation, gender identity, pregnancy, marital status, political affiliation, union membership or any other personal characteristic protected by law. This policy applies to all aspects of employment,including recruitment, promotion, demotion, transfer, layoff and termination, compensation, education,training and other working conditions.

Humane Treatment. Suppliers shall not engage in harsh and inhumane treatment of workers, includingany sexual harassment, sexual abuse, corporal punishment, mental or physical coercion, or verbalabuse, nor there the threat of any such treatment.

Freely Chosen Employment. Suppliers shall not use any forced, bonded or indentured labor, involuntary prison labor, slavery, or trafficked persons. This includes transporting, harboring, recruiting,transferring, or receiving vulnerable persons by means of threat, force, coercion, abduction, or fraud for the purpose of exploitation. All work must be voluntary, and workers will be free to leave work at anytime or terminate their employment. Suppliers are responsible for knowing and complying with any applicable law and regulation. Suppliers shall commit to all legal compliance for foreign and immigrant workers without withholding any identity documents, or wages, outside any legal and fully understood contractual agreement. All basic hiring terms are to be fully understood by all workers and provided in their native language. All workers have the right to leave the workplace after their shifts.

No Child Labor. Grupo Bimbo does not accept child labor and suppliers shall not employ persons under the age of 15, unless local law is set at 14, as defined by ILO Convention 138. Workers underthe age of 18 shall not perform hazardous work. Suppliers shall have age verification procedures inplace and shall apply remediation measures if child labor is detected. Legitimate workplace apprenticeships are permitted.

Freedom of Association. Suppliers shall respect the rights of workers to organize collectively and to do so independently, without interference, within the legal framework of the communities where Grupo Bimbo operates. In communities where free and independent collective bargaining is constrained, Grupo Bimbo shall respect alternative organization channels.

Wages and Benefits. Compensation paid to workers shall comply with all labor legislation applicable to wages, including minimum wage provisions, working hours, overtime and benefits law.

Working Hours. Work weeks, including overtime, shall not exceed the maximum number of hours permitted by applicable laws and regulations. Overtime shall always be voluntary, and may be agreed through a legitimate collective bargaining agreement or written consent with all associates informed at the time of hiring. Overtime shall be compensated at the applicable mandated or agreed premium rate. Associates shall have at least one day rest in every seven day period.

2. Economic and Safety

Food Quality and Safety

Grupo Bimbo is committed to providing its customers and society with reliable and safe products. Therefore, Grupo Bimbo expects Suppliers to always consider and manage food safety and quality in their own operations and in the supply chain. Suppliers must deliver products and services that meet the safety and quality requirements established by Grupo Bimbo, in addition to those established by applicable laws and regulations where they operate and Grupo Bimbo reserves the right to request additional quality and food safety certifications from the supplier at any time. Suppliers must provide Grupo Bimbo with any critical information involving any products or services provided by the supplier that can affect the quality or safety of Grupo Bimbo's products.


Grupo Bimbo reserves the right to request full traceability of all ingredients and materials from Suppliers in order to ascertain their origin and determine sustainability risks and applicability of existing and emerging regulations and standards.

Health and Safety

Suppliers shall ensure safe and healthy working conditions, using appropriate controls, safety procedures, preventive maintenance and safety equipment. All these practices must comply with applicable laws.

The health and well-being of associates as well as consumers is a priority of everyone who works at Grupo Bimbo. All Suppliers' workers shall be provided with regular and recorded health and safety training, as required by law in a language that is understood by the corresponding workers.

Suppliers shall adopt emergency action plans covering fire, spills and other evacuation concerns for all sites supplying products or services to Grupo Bimbo, which include emergency management teams, communication plans with updated contact lists and at least one annual drill. Suppliers should also ensure the provision of fire safety standards, required training for first aid and emergency care and the handling and disposal of hazardous materials.

All supplier workplaces shall be properly ventilated for hot environments and where chemicals and solvents are used. Workplaces shall also be sufficiently heated for cold environments, taking into consideration any risks related to food safety. Adequate lighting and noise protection will be afforded in the workplace. Suppliers shall maintain scheduled and recorded equipment maintenance to ensure proper industrial hygiene.

Adequate Record Keeping and Accounting

Suppliers shall retain and maintain accounts and records with a reasonable level of detail and that adequately reflect the business conducted with Grupo Bimbo. Suppliers shall also retain and maintain accounting control systems to ensure that their records and anti-corruption objectives are achieved.

3. Environment

Grupo Bimbo recognizes that sustainability is a key part of its function as a company. Negative (or potentially negative) effects on the environment shall be reduced an eliminated as much as possible in its operations, while safeguarding the safety and health of the workforce and taking into consideration product safety. It is the obligation of Suppliers to know and comply with all applicable environmental laws, regulations and international agreements and develop plans and best practices to promote environmental sustainability. Grupo Bimbo encourages the implementation of creative ideas for waste management and reduction, recycling and re-uses programs.

Suppliers shall responsibly manage all aspects of its business to meet or exceed recognized environmental standards and legal requirements and strive for continual improvement.

Suppliers shall properly manage energy use, transportation, greenhouse gases, emissions to air, ozone depleting substances, water use, wastewater and effluents, waste, hazardous and potentially hazardous substances, contaminated land and groundwater, land use and biodiversity, and community nuisances as determined through a site-by-site risk approach. Suppliers shall have an Environmental Management Plan (“EMP”) that covers all sites providing products or services to Grupo Bimbo. This EMP should include environmental risk assessments, objectives and targets, operational controls, controlled documentation, scheduled audits and inspections, and annual management reviews. Workers shall be encouraged to propose improvements to Suppliers' sustainability performance.

Intellectual Property and Reputation

Our brand names are a key asset of our business. Maintaining the reputation of our brands is essential to our ability to attract and retain retailers, consumers and associates; and it is critical to our future success. Suppliers must avoid any act or behavior that could result (or reasonably be expected to result) in affecting the reputation of our brands or any other of our intellectual property rights.

Suppliers must assure that the services or products provided to Grupo Bimbo according with its business relationship are not infringing any third party's intellectual property rights.

Implementation, Administration and Enforcement

Just as we expect our associates to uphold and commit to the principles set forth in this Code, we similarly expect that Suppliers will do the same. We encourage Suppliers to acknowledge, respect and adopt the Grupo Bimbo Supplier Code of Conduct or similar and equal standards as follows:

Communication. All Suppliers will be requested to review the Grupo Bimbo Supplier Code of Conductand to return a written acknowledgement. The requirements of the Code must be communicated to all Suppliers' employees.

Self-assessment Questionnaire as it is requested. Grupo Bimbo reserves the right to request a riskassessment or a self-assessment. Grupo Bimbo shall prioritize the implementation of the Grupo BimboSupplier Code of Conduct to critical Suppliers, with corresponding actions and resources.

Contractual Terms and Conditions. Any contract with Grupo Bimbo shall be in writing and makereference to this Supplier Code of Conduct. In addition, contracts and declarations shall includeadequate safeguards against corruption.

Subcontractors. Suppliers shall not outsource others to act on behalf of Grupo Bimbo, without priorwritten permission. The written authorization is independent of the supplier's obligation to suitablyconduct quality due diligence and ongoing verification of the subcontractor to ensure that it complieswith this Supplier Code of Conduct. Suppliers shall submit to Grupo Bimbo, upon request, the result ofthis due diligence and / or verification, including all reports or documents generated during that process.Suppliers shall obtain written acknowledgement from the subcontractor, of compliance with this Code.

Audit Requirements. Grupo Bimbo may conduct audits at the offices or sites of the supplier or requestit from a third party, to verify compliance to this Code of Conduct and any other applicable laws. Theseaudits may be conducted without prior notice. Suppliers shall make the best efforts to fulfill all auditrequests. The costs of the audits might initially be covered by Grupo Bimbo. However, if audit findingsshow any breach of this Code of Conduct or any applicable law, then subsequent audit costs, includingto review and implement corrective actions, will be borne by the supplier. Grupo Bimbo reserves theright to take additional actions as necessary, including termination of any contract or businessrelationship with the supplier.

Training and Compliance. Grupo Bimbo encourages Suppliers to implement or maintain a complianceprogram and appropriate training to detect and prevent any violation of the obligations set forth in thisCode of Conduct.

Reporting Violations and complaints. Any violation of this Code of Conduct should be reported toGrupo Bimbo's Ethics and Compliance Committee or to Grupo Bimbo's Legal Department in a timelyfashion. Suppliers shall communicate anonymous and confidential mechanisms for their employees to report any violations directly to Grupo Bimbo. These complaints must be made via online reporting, which is confidential, to [email protected]