Supplier Relationship Policy

1. OBJECTIVE:

Grupo Bertolini has structured an Integrity Program and adopted internal regulations with the aim of communicating the institutional values, commitments, and guidelines that guide its business practices and operational routines, in order to prevent, monitor, and combat risks of corruption, legal non-compliance, and inappropriate conduct.

This Supplier Relationship Policy (“Policy”) is part of the Bertolini Group's Integrity Program and was established to set guidelines and orientations regarding existing commercial relationships with its suppliers, service providers, and other business partners, encompassing all areas of activity related to its production chain. 

The guidelines established herein should be observed as complementary to the provisions of Grupo Bertolini’s Code of Ethics & Conduct.

2. SCOPE:

This Policy is adopted by all entities and operational units that make up Grupo Bertolini, including Bertolini S.A., its controlled companies and subsidiaries, in Brazil and abroad, and applies to all national, international, and potential suppliers of Grupo Bertolini.

The guidelines set forth herein must be observed by all its members (shareholders, members of the Board of Partners, members of the Board of Directors, administrators, employees, interns, apprentices) and third parties who, in an authorized manner and by virtue of fulfilling their duties, act on behalf of the Bertolini Group.

This Policy will be communicated to all suppliers, service providers and business partners (including sales representatives, franchisees, distributors, consultants, advisors and other business partners) of the Bertolini Group (“suppliers”), regardless of the existence of a formal contract between the parties, and its provisions govern the relationships of these, themselves, their partners, administrators, employees and/or outsourced parties, with the Bertolini Group.

3. APPLICABLE REGULATIONS:

4. ACRONYMS AND DEFINITIONS:

ANPD – National Data Protection Authority

LGPD – General Data Protection Law – Law No. 13,709/2018

5. APPROVAL, CONTRACTING, AND EVALUATION

Grupo Bertolini adopts an internal procedure for the selection and approval of suppliers, which precedes the formalization of the commercial relationship between the parties, as well as performance evaluation and monitoring, with the aim of ensuring fair competition practices and reducing operational and reputational risks. The procedure cumulatively includes requirements related to technical capacity, financial capacity, price, compliance with legislation and applicable technical specifications, adherence to deadlines, and integrity. At any point in the commercial relationship, the supplier may be requested to present documents and answer compliance evaluation questionnaires. 

The supply or provision of services must start only after the formalization of the commercial relationship between Grupo Bertolini and the supplier, either through the execution of a contract between the parties or the formal acceptance of a purchase or service order.

When a contract is executed between Grupo Bertolini and the supplier, or upon formal acceptance of a purchase or service order, the supplier is informed about the internal policies adopted by the Group and commits to comply with them, under penalty of contract termination.

6. RELATIONSHIP CONDITIONS

6.1 INTEGRITY AND COMPLIANCE

(a) Suppliers must act in strict compliance with all anti-corruption and anti-money laundering laws provided in Brazilian legislation, as well as state, municipal, and other countries’ laws of operation;

(b) Suppliers must act in strict compliance with labor, social security, tax, and environmental legislation, privacy and information security laws, as well as other laws applicable to their business;

(c) Suppliers must inform themselves about Grupo Bertolini’s internal policies and commit to comply with them;

(d) Grupo Bertolini does not allow or tolerate any form of harassment, discrimination, or offensive or inappropriate conduct by its members and suppliers in the workplace or in interactions with third parties with whom the Group maintains commercial relationships.

6.2 CONFLICT OF INTEREST

(a) Suppliers must avoid situations involving a conflict between their own interests or their employees’ interests and Grupo Bertolini’s interests, which could be understood as an interference factor in the commercial relationship established between the parties;

(b) Suppliers must report to Grupo Bertolini’s Compliance Department any real or potential conflict of interest they become aware of.

6.3 GIFTS, PRESENTS, AND HOSPITALITY

(a) The acceptance or offering of gifts and/or presents by Grupo Bertolini members must comply with the provisions of the Gifts, Presents, and Hospitality Policy;

(b) Acceptance or offering of gifts and/or presents by Grupo Bertolini members to or from suppliers is allowed only if they are promotional, non-personal, non-exclusive, without commercial value, and may not exceed R$ 100.00 (one hundred reais);

(c) The sending of gifts and/or presents by suppliers to any third party on behalf of Grupo Bertolini depends on prior and express authorization from the Compliance Department;

(d) Participation of Grupo Bertolini members in events sponsored or promoted by suppliers depends on prior approval from the Compliance Department.

6.4 USE OF THE BRAND

(a) Suppliers are prohibited from any unauthorized use of Grupo Bertolini’s brand, products, and materials;

(b) Suppliers’ use of trade names, logos, and registered trademarks, as well as slogans, images, and advertising materials of Grupo Bertolini, on websites, social media, and other tools aimed at promoting and publicizing their activity (brand application) depends on prior express authorization from the Marketing Department.

6.5 CONFIDENTIAL INFORMATION AND PERSONAL DATA PROTECTION

(a) Suppliers must treat as confidential all information shared by the Bertolini Group within the scope of the contract, including technical, commercial and intellectual property information, and may not misuse or disclose it to third parties, except with prior express authorization or legal obligation;

(b) Suppliers commit to observe the rules of personal data protection provided in Brazilian legislation, especially Law No. 13,709/2018 (General Data Protection Law), and must process personal data always in compliance with the principles of good faith, purpose, adequacy, necessity, free access, quality, transparency, security, prevention, and non-discrimination, under legal treatment and for purposes duly agreed upon and informed to data subjects.

7. GENERAL GUIDELINES FOR ACTION

7.1 WE REQUEST THAT MEMBERS OF GRUPO BERTOLINI COMMIT TO: 

(a) require suppliers to respect and comply with the applicable legislation, including labor and environmental legislation, anti-corruption and anti-money laundering laws, LGPD, and internal policies of Grupo Bertolini, especially its Code of Ethics & Conduct;

(b) not allow the start of supply or service provision without the formalization of the commercial relationship;

(c) ensure equal conditions in the prospecting, approval, and contracting of suppliers, observing fair competition practices among participants;

(d) not favor any supplier or offer or accept any offers or benefits, directly or indirectly, from suppliers that may be considered as counter-benefits for personal gain or commercial advantage;

(e) in relationships with suppliers, observe the provisions of other internal policies of Grupo Bertolini, especially the Anti-Corruption Policy, Gifts, Presents and Hospitality Policy, and the Supplier Manual.

7.2 WE REQUEST THAT OUR SUPPLIERS COMMIT TO:

(a) start supplying or providing services only after the formalization of the commercial relationship; 

(b) become familiar with this Policy and other internal policies of Grupo Bertolini, as well as the Code of Ethics & Conduct, prior to starting supply or service provision;

(c) act ethically and fairly, fully complying with their contractual and legal obligations, including labor, social security, tax, and environmental obligations, under penalty of contract termination and applicable legal measures;

(d) act in compliance with anti-corruption and anti-bribery legislation applicable to their activities;

(e) repudiate and investigate conduct that may constitute discrimination, abuse, intimidation, threat, and/or harassment of any nature;

(f) ensure the safety of their professionals;

(g) never offer, promise, or pay bribes, kickbacks, or any other form of advantage or benefit to members of Grupo Bertolini or public agents on behalf of Grupo Bertolini or at its service;

(h) not promote political-party propaganda or any form of publicity unrelated to the exercise of their activities within Grupo Bertolini premises;

(i) report to Grupo Bertolini any cases of non-compliance with the guidelines established in this Policy, as well as its Code of Ethics & Conduct or other internal policies, or any inappropriate or illegal conduct they become aware of.

8. COMPLAINTS AND RESPONSE TO VIOLATIONS

Complaints regarding non-compliance with these guidelines will be duly evaluated and investigated by the Compliance Department and/or the Compliance Committee.

Handling of complaints will respect anonymity, if chosen by the complainant, and duties of confidentiality, impartiality, and non-retaliation are established.

The investigation of complaints may eventually result in legal or disciplinary sanctions, in the case of members of the Bertolini Group, such as verbal warning, written warning, suspension or dismissal for cause, and, in the case of suppliers, in suspension or termination of the contract, regardless of express contractual provision.

To report complaints, the following channels can be used:

Ethics Channel: Canal Seguro | 0800 517 1001 | www.contatoseguro.com.br/grupobertolini

Compliance Department: [email protected] | 54 2102 8500 | Grupo Bertolini

9. COMMUNICATION 

All members of the Bertolini Group must agree to the terms of this Policy by signing a Code of Ethics & Conduct Agreement, which will be duly communicated in writing to new members upon admission.

This Supplier Relationship Policy will be communicated to suppliers, service providers, and business partners (including sales representatives, franchisees, distributors, consultants, advisors, and other business partners) of the Bertolini Group, who, by becoming aware of and accepting it, acknowledge that all contracts and business relationships with the Group are subject to its provisions.

This Policy will also be available on Grupo Bertolini’s website, on the SaBer App, and on other media used, in Portuguese versions.

If you have any questions regarding this Policy, you can contact the Compliance Department or the Governance and Compliance Committee using the following contact information: 

Compliance Department: [email protected] | 54 2102 8500 | Rua Pedro Dalla Costa, 565, Bairro Pradel – Bento Gonçalves, Rio Grande do Sul, Brazil.

10. EFFECTIVE DATE 

This Policy comes into effect on October 13, 2022, for an indefinite period, and may be updated at any time, subject to submission to the competent governance bodies for approval.

11. REVISION HISTORY | CONTROLS APPLIED TO THE DOCUMENT