Sears Hometown and Outlet Stores, Inc. and its subsidiaries (together “Sears Hometown”) are committed to conducting business in accordance with the highest ethical standards, a regard for human rights, and in compliance with all applicable laws. Sears Hometown expects the same commitments from each of its vendors and suppliers (“Vendors”) and expects its Vendors to demand similar standards in its entire supply chain including pre-assembly and production processes.
This Code of Vendor Conduct (“Code”) describes the minimum standards of conduct that Sears Hometown insists that its Vendors, regardless of their country of domicile or origin, comply with scrupulously and without exception as a condition to doing business with Sears Hometown. This Code is mandatory, and if a Vendor does not comply with it Sears Hometown may terminate immediately its business relationship with the Vendor and take all other actions that Sears Hometown deems appropriate under the circumstances. If this Code establishes a standard of legal conduct or business ethics that is higher than local legal or business-ethics requirements, this Code will always control and apply to Vendors that desire to do business with Sears Hometown. Each Vendor shall provide training about this Code to all of its employees who will conduct business with Sears Hometown.
When we refer to “Vendors” in this Code we mean each business enterprise, regardless of its form (such as a corporation or limited liability company, partnership, or sole proprietorship) that engages or participates, directly or indirectly, in the sale, consignment, or other provision of goods or services to Sears Hometown. The term “vendors” includes agents, subcontractors, and other third parties, and vendors cannot avoid the responsibilities and obligations imposed by this Code by using, or associating with, agents, subcontractors, or other third parties. When we refer to “applicable” law in this Code we mean the law, including regulations, judicial decrees, and other governmental actions that have the force of law, in effect at each location where a Vendor conducts operations with respect to, or that affect, the Vendor’s business with Sears Hometown.
II. Vendor Requirements
A. No Improper Influence. Vendors shall not attempt to influence a Sears Hometown associate, agent, or representative (each a “Sears Hometown Representative”) with respect to any business arrangement through bribery, kickbacks, favors, gifts, sporting or entertainment events, offers of future employment, or similar conduct. This prohibition means that Vendors shall not engage in an action if it is intended to improperly influence, or could create the appearance of improperly influencing, a Sears Hometown Representative. This prohibition extends to the relatives of a Sears Hometown Representative and to each other person with whom a Sears Hometown Representative has a significant personal relationship. Any Vendor’s cash payment, or the Vendor’s giving of a non-cash item with a value of $50 or more, to a Sears Hometown Representative for personal use will violate this prohibition.
B. No Conflicts of Interest. Vendors shall not enter into any relationship with a Sears Hometown Representative that creates, or reasonably could be expected to create, an actual or a potential conflict of interest for the Sears Hometown Representative. For purposes of this Code a conflict of interest arises, or reasonably could be expected to arise, when a material personal interest of the Sears Hometown Representative is inconsistent with, or adverse to, the Sears Hometown Representative’s responsibilities to Sears Hometown. Vendors shall not assign any employee, agent, or representative to conduct business with a Sears Hometown Representative if the assigned employee, agent, or representative was employed by Sears Hometown within the preceding twelve months.
C. No Unfair Business Practices. Vendors shall not engage in bid collusion or customer or market allocation with other Sears Hometown Vendors. Vendors shall comply with all applicable antitrust, trade-regulation, and competition laws.
D. No Unauthorized Activities. Vendors shall not engage in any activity on behalf of Sears Hometown, including without limitation projects, transactions, political contributions, charitable donations, lobbying, and appearances before government entities, officials, and representatives.
E. Confidentiality. Vendors may have access to Sears Hometown’s confidential (non-public) information, such as historical sales results, sales projections, customer information, and agreed pricing for merchandise or services offered or sold to Sears Hometown. Vendors shall hold this confidential information in the strictest confidence and shall not (except as required by law) disclose it to anyone without Sears Hometown’s approval and then only on a need-to-know basis. Sears Hometown retains exclusive ownership of its confidential information. Vendors shall not buy or sell Sears Hometown’s equity securities based on, or otherwise take advantage of, material non-public information relating to Sears Hometown or its businesses.
F. Sears Hometown Code of Conduct. Vendors shall familiarize themselves with, and support, the Sears Hometown Code of Conduct (Click Here) and the obligations and responsibilities of Sears Hometown’s associates under the Sears Hometown Code of Conduct. Vendors shall not take any action, or refrain from taking any action, that the Vendor reasonably could expect would result in, or would facilitate or assist the commission of, a violation by a Sears Hometown associate of the Sears Hometown Code of Conduct.
G. Other Compliance. Vendors shall comply with all other Sears Hometown policies, processes, and procedures applicable to Vendors. Vendors shall not attempt to subvert Sears Hometown’s procurement policies, processes, or procedures including without limitation by making unauthorized contact with Sears Hometown Representatives. Vendors shall comply with all other laws that may be applicable to business with Sears Hometown including without limitation the U.S. Foreign Corrupt Practices Act, UK Bribery Act 2010, or other applicable anticorruption law.
H. Global Compliance Program Requirements. While Sears Hometown recognizes that different cultural, legal and ethical systems exist in the countries which manufacture merchandise for Sears Hometown, these Global Compliance Program Requirements (in addition to those provided by Sears Hometown’s third party sourcing services provider) set forth certain basic and fundamental requirements that all domestic and international facilities must satisfy as a condition of doing business with us.
III. Reporting of Violations
It is Sears Hometown’s clear expectation that all Vendors shall inform their own employees of Vendors’ obligations of this Code, and that Vendors promptly will report to Sears Hometown any suspected violations of this Code. Vendors may do so by contacting Sears Hometown’s Chief Compliance Officer at 847-286-7795 or by anonymously contacting Sears Hometown’s Governance Hotline at 855-233-8091 or www.tnwgrc.com/shos.
IV. No Conferral of Rights
This Code does not confer, nor shall it be deemed to confer, any right on the part of third parties, including any third party beneficiary rights. For example, no employee of any Vendor shall have any rights against Sears Hometown by virtue of this Code, nor shall such employees have any rights to cause Sears Hometown to enforce any provision, the decisions with respect to any such action being reserved by Sears Hometown in its sole discretion.