Supplier Handbook & Required Forms

SUPPLIER HANDBOOK & REQUIRED FORMS

Version 4.1

Page | 2 Table of Contents

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 . 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 Contents

SUPPLIER 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 Handbook & Required Forms

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 Security

a)  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.

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.

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 lower

o  GLOBALG.A.P.: Fail or Minor Must below 95%

o  SQF: C or F Ratings require 6 mo. re-inspection per SQF standard

o  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 Standards

a)  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 Information

a)  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:

Page | 5 Supplier Expectations Agreement

Supplier Handbook & Required Forms

SUBMITTING AUDITS TO SCS

Amerifresh 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:

phone: 510.452.8008

fax: 510.452.6886

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

Rebecca Anderson, 510.452.9094,

SUPPLIER GENERAL PROFILE*

Legal Supplier Name*

DBA Name*

Brands Sold*

Corporate Address* / Remit-To Address*
Line 1
Line 2 /
/ Line 1
Line 2 /
City, State, Zip
Phone
Fax / ,
/ City, State, Zip
Phone
Fax / ,
Warehouse 1 Address / Warehouse 3 Address
Line 1
Line 2 /
/ Line 1
Line 2 /
City, State, Zip
Shipping Hours / ,
/ City, State, Zip
Shipping Hours / ,
Warehouse 2 Address / Warehouse 4 Address
Line 1
Line 2 /
/ Line 1
Line 2 /
City, State, Zip
Shipping Hours / ,
/ City, State, Zip
Shipping Hours / ,

Order Lead Time

Corporate Sales Contact* / Accounts Receivable Contact
Name / 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 3
Title
Name
Email
Phone /
/ Title
Name
Email
Phone /
Contact 2 / Contact 4
Title
Name
Email
Phone /
/ Title
Name
Email
Phone /

SUPPLIER PAYMENT PROFILE*

Page | 9 Supplier General & Payment Profile

Supplier Handbook & Required Forms

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 Concern

A 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 Concern

A 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 Concern

A 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 Institutions

Institutions 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

Veteran Owned Small Business

Service Disabled VOSB

Foreign Business Concern

A 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 Disabled

The 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 ,

Page | 11 EEOC Business Status and Compliance

Supplier Handbook & Required Forms

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;