Purchase Order Terms and Conditions – Modern Slavery Act

1. Incorporation of Supplier Code of Conduct This Purchase Order is governed by Cooke’s Supplier Code of Conduct (“Code”). By accepting this Purchase Order, the Supplier implicitly acknowledges and agrees to comply with the principles and expectations outlined in the Code. The Code, including its provisions on business integrity, responsible treatment of individuals, environmental stewardship, and data security, is incorporated by reference into this Purchase Order.

2. Compliance with Bill S-211 – Canada By accepting this Purchase Order, the Supplier acknowledges and confirms its compliance with the provisions of Bill S-211, which relates to modern Slavery Practices. The Supplier agrees to maintain such compliance throughout the term of this Purchase Order.

3. Adherence to Laws and Regulations Suppliers must adhere to all applicable laws and regulations in their countries of operation and strive to meet international and industry best practices, as outlined in the Canadian legislation.

4. Business Integrity Suppliers shall conduct business lawfully, ethically, and with integrity, without fraudulent practices, bribery, corruption, or coercion.

5. Responsible Treatment of Individuals Suppliers must respect human rights, prohibit child labour, and ensure safe and healthy working conditions for all workers, as detailed in the Suppliers Code of Conduct and bill S-211.

6. Environmental Stewardship Suppliers must protect the environment, meet all environmental regulations, and ensure animal welfare, as outlined in the Code.

7. Data Security Suppliers must establish and maintain an information security program to protect Cooke’s confidential information. In case of a security incident, Suppliers must promptly report it to Cooke and cooperate fully in its resolution.

8. Conflict of Interest Suppliers must disclose any situations that may conflict with the interests of Cooke and have in place a reasonable policy for handling conflicts of interest.

9. Reporting and Compliance Suppliers must disclose any violations of laws, regulations, or the Code to Cooke. Cooke reserves the right to verify compliance through internal or external assessments, including third-party reviews.

10. Termination Non-compliance with the Code, Bill S-211, or any terms of this Purchase Order may result in termination of this Purchase Order and may lead to legal actions as deemed necessary by Cooke.

11. Amendments Cooke reserves the right to amend the terms of this Purchase Order or the Code. Suppliers will be notified of any amendments, and continued acceptance of Purchase Orders after notification constitutes acceptance of the amended terms.

12. Governing Law and Jurisdiction This Purchase Order is governed by the laws of New Brunswick, Canada. Any disputes arising out of or in connection with this Purchase Order shall be subject to the exclusive jurisdiction of the courts of New Brunswick,Canada.

By accepting this Purchase Order, the Supplier acknowledges and agrees to the terms and conditions outlined above, including compliance with the Code and Bill S-211.