NASFT Membership

NASFT Members' Code of Ethics

NASFT’S BUSINESS PURPOSE

The business purpose of NASFT is to foster trade, commerce and interest in the specialty food industry.

NASFT’S ETHICS GOAL

The NASFT, by adopting and enforcing this Code, seeks to maintain and enhance the reputation of our Association and of our Members within the industry and to enhance the ability of our Members to deal with one another and their customers fairly and equitably and with mutual confidence and trust.

In enforcing this Code, the NASFT will consider only valid, substantive complaints from an active Member, and will submit those complaints for resolution per the Complaints Procedure detailed below.

NASFT CODE OF ETHICS

As NASFT Members, we have the responsibility to the specialty food industry and, in particular, to our customers, personnel and the Association. We hearby agree to:

• Maintain the highest standards of business conduct by using only legal and ethical means in all business activity.
• Actively promote and encourage the highest level of integrity within the specialty food trade.
• Cooperate in every reasonable and proper way with other Association Members and work with them toward the advancement of the specialty food trade.
• Be fair, equitable and respectful to employer(s), employees, associate, competitors, customers, the public, and all business or professional relationships.
• Adhere to honesty in advertising and in all representations to the public concerning specialty food products we manufacture, import, distribute and/or sell.
• Treat all customers and suppliers honestly, fairly and objectively.
• Commit to the development and use of the highest standards and practices for the marketing and sale of specialty food products.
• Observe all applicable state, federal, foreign or international laws and regulations pertaining to the production, processing, labeling, handling, importing, distributing, promoting and selling of specialty food products.
• Provide a safe working environment.
• Restrict employment to those ages/job positions mandated either by the requirements of the Fair Labor Standards Act ("FSLA" - further information available at: www.dol.gov/dol/topic/youthlabor/), or state or local minimum employment ages; and, in the case of overseas facilities, to International Labor Organization standards.
• Avoid knowingly dealing with those who use any forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise exploitative working conditions.
• Avoid any unfair or deceptive practice and always present our products and services in an honest and forthright manner.
• Be responsive to and available for customers before, during and after the sale.
• Provide proper, fair and reasonable service to customers including, but not limited to, after-sales service in accordance with best industry practices.
• Refrain from discriminatory practices in dealing with our employees, providers and customers.
• Respect the rights of others concerning their intellectual property such as patents, copyrights, trademarks and trade secrets and, if any innocent breach occurs, promptly address and rectify any such breach.
• Comply with all laws concerning antitrust and competition and all laws that prohibit restraints of trade, predatory economic activities and unfair or unethical business practices.
• Recognize that other Members will compete for business within lawful, reasonable and customary practice.
• Never engage in any legally improper communication or agreements with competitors.
• Never comment on a competitor's product without a good faith basis or need for such statements.
• Never make false statements about competitors.
• Comply with all applicable antitrust and other laws regarding agreements with competitors to: fix prices or other sales terms; divide or assign sales territories, customers or product lines; or coordinate bids and agreements with customers to fix their resale prices.
• Make a full and frank disclosure to customers of all material terms of any agreement with them.
• Comply in good faith with contractual obligations.
• Maintain adequate commercial general and product liability insurance, to provide for NASFT as an additional named insured, and to provide NASFT with evidence of such insurance on request.
• Support the Association by taking an active role in NASFT activities and promoting the Association to the food industry at large.
• Represent NASFT, its positions, policies and fellow Members in a positive, constructive and professional manner.
• Conduct business in our companies of operation in accordance with any applicable trade restrictions, export controls or anti-boycott laws and regulations imposed by such countries.
• Avoid agreeing, in any contracts or other documents, to any boycott terms, conditions or language that would violate any U.S. federal or state law or regulations.
• Never pay any bribe, kickback or other corrupt payment in any form directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action, nor offer or extend any gift or entertainment that is illegal, known to be in violation of the rules of the recipient's organization, or likely to result in a feeling or expectation of personal obligation on the part of the recipient.
• Submit any and all disputes with NASFT, or with any NASFT member, to binding arbitration and nonbinding mediation administered by the American Arbitration Association under its Commercial Rules. Any arbitration or mediation with NASFT as a party shall take place in New York, New York, Any arbitration or mediation between NASFT Members in which NASFT is not a party shall take place at the AAA office nearest to Respondent's principal place of business. No party may be required to attend more than one day of mediation. NASFT Members may modify this broad arbitration clause in agreements into which they may enter with one another, if they do so in a writing signed by each party. In the event a member does not renew its membership or its membership is terminated, its obligation hereunder to mediate and arbitrate disputes with NASFT Members during such member's period of membership shall survive termination or expiration of its membership for a period of six (6) years.
• Act in a manner consistent with, and make every effort to uphold this Code of Ethics.
• This Code of Ethics does not set forth all aspects of good conduct and ethical behavior. Acceptance of, and adherence to this Code is a condition of membership.

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COMPLAINTS PROCEDURE UNDER NASFT MEMBERS' CODE OF ETHICS

Any NASFT member in good standing may file a complaint against any other NASFT member for failure to comply with this Code, in order to obtain suspension or termination of membership and/or exclusion from NASFT shows, programs, and other events for a period of time. Complaints will not be considered from non-Members or former Members.

• All complaints are to be made in writing, addressed to the President. If the complaint relates to a dispute that is subject to arbitration or that may have been brought in any court, processing of the complaint will be suspended and no further action taken by NASFT other than to notify the complaining party in writing of the suspension pending receipt by the President of a copy of a final award or judgement resolving the dispute.
• Upon receipt of a written complaint and, when applicable, any related final award or judgement, the President will acknowledge receipt of the complaint, within a reasonable time, and will detail the procedure to be followed. The complaint will be examined by the Ethics Committee, and if it is non-trivial any additional information required will be requested from the member making the complaint. If it is determined, in the sole discretion of the Ethics Committee, to be trivial, or not in compliance with this Code, then the Ethics Committee will so advise the complainant in writing with a copy to the members of the Ethics Committee, defined below.
• Once the substance of the complaint is clear the Ethics Committee will write to the member against whom the complaint has been made requesting a written response and any information required to evaluate the complaint.
• The Ethics Committee will designate reasonable time limits within which questions are to be answered or steps are to be taken. Ten (10) calendar days for each step in the procedure shall be presumed to be reasonable except in extraordinary circumstances. Failure to answer such questions or take such steps within such time limits will entitle the Ethics Committee to draw adverse inferences against the party that fails to comply and to make a decision on all or part(s) of the complaint on the basis of such inferences.
• The complaints procedure is not intended to resolve commercial disputes of fact. Such disputed are governed by the broad AAA Commercial Rules arbitration clause set forth in this Code.
• The Ethics Committee will review the facts and decide if there is a breach of this Code or any rules and regulations, and, if so, then what action is to be taken. The Ethics Committee, in its sole discretion, may call the parties to a meeting to present their cases. Any such meeting will be conducted in accordance with the procedures applicable to a meeting of the NASFT Board of Directors; no other formalities shall be required.
• The Ethics Committee shall consist of three current directors nominated by the Chairman and ratified by a majority of the Board to serve on-year, renewable terms not to exceed three (3) consecutive years. In the event an Ethics Committee member is unable or unwilling to serve or continue to serve in connection with a particular matter due to conflicts or otherwise, the Chairman may appoint a substitute Member for that limited purpose.
• If the Ethics Committee determines that a member has violated this Code, it may (a) suspend or terminate membership, without refund or reimbursement of any kind, for a period not to exceed two (2) calendar years, and/or (b) exclude such member from any or all NASFT shows, programs, and other events for a period not to exceed two (2) calendar years, or (c) take any other action the Ethics Committee deems appropriate.
• If the member against whom the complaint has been made does not comply with this procedure or with any reasonable procedural requirement set by the President or the Ethics Committee, then the Ethics Committee shall be entitled to proceed without the member and draw whatever conclusions are reasonable from the available facts.
• Any decision of the Ethics Committee shall remain confidential until the later of (a) ten (10) calendar days after a written decision is received by the member who is the subject of the decision, or, if, during that ten (10) day period such member files a letter with the Chairman of the NASFT Board requesting an appeal to the full Board of Directors, then (b) three (3) busioness days after the member's receipt of a final decision on appeal by the Board of Directors.

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NASFT APPEALS PROCEDURE

Any appeal of a decision of the Ethics Committee shall be heard by the Board of Directors in accordance with the procedures governing meetings of the board and such other supplemental procedures as the Chairman may adopt with advice of NASFT legal counsel.

• The Board shall have broad discretion in deciding all issuers raised on appeal, and its decisions shall be final and binding.
• The Chairman shall designate all time limits within which questions are to be answered or steps are to be taken within the appeals procedure. Failure to answer such questions or take such steps within such time limits will be designated as no response and the Board shall be entitled to dismiss or grant the appeal, in whole or in part, based on the record presented to it.
• The President shall supply each member of the Board with copies of all the papers relating to the original action, together with a statement of the events to date, reasonably in advance of the Board's consideration of the appeal. The appealing member shall be entitled to submit any material it may wish to support its appeal.
• Once the Committee has had a reasonable opportunity to study the material, the Board will deliberate at a regularly scheduled or, at the Chairman's request, special meeting.
• Any decision of the Board shall be reached by simple majority of a quorum present at the meeting.
• Generally, the Board will decide an appeal exclusively on the basis of the written record. In exceptional cases in which a majority of the Board concludes, after deliberation at a meeting, that the written record is insufficient to make a decision, the Board may invite the member to make an oral presentation to the Board and to set any reasonable procedures and limitations for the presentation.
• The Board shall have the power to (a) dismiss the appeal; or (b) grant the appeal, or (c) modify or cancel any action taken by the Ethics Committee for further consideration.
• If the appeal is unsuccessful, or if the members fails to request an appeal within ten (10) days of receipt of the Ethics Committee's decision, the NASFT shall have the right but not the obligation to publicize the result as it sees fit. If the appeal is successful, the member taking the appeal shall have the right to confidential treatment of the matter, consistent with NASFT's general practices, for a period of up to three (3) years from the date of final decision, on condition that teh member communicate that request to the Chairman and to the President in writing received by the Chairman and President within ten (10) days of the member's receipt of the decision on appeal. The decision shall be kept confidential by the NASFT during such ten-day period.
• The Ethics Committee shall defer any decision with regard to a complaint against a member that has filed a timely appeal until that member's appeal has been heard and a conclusion reached.

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