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Resolution Of 10 December 2015, Of The General Direction Of The Food Industry, That Publishes The Code Of Good Business Practices In Food Procurement.

Original Language Title: Resolución de 10 de diciembre de 2015, de la Dirección General de la Industria Alimentaria, por la que se publica el Código de Buenas Prácticas Mercantiles en la Contratación Alimentaria.

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Law 12/2013, of 2 August, of measures to improve the functioning of the food chain, in its article 15 provides that the Ministry of Agriculture, Food and Environment and the organizations and associations of superior to that of an autonomous community, representative of the operators of the production, the industry or the distribution, agree a Code of Good Practices in the Food Contract of uniform application throughout the territory

Once the said Code has been approved by agreement of 24 November 2015 and, taking into account the need for it to receive the widest dissemination for the importance that the food chain as a whole must have the actions that are included in it, the publication of the Code of Good Practices in the Food Contract, which is listed as an annex to this Resolution, is resolved.

Madrid, 10 December 2015.-The Director General of the Food Industry, Fernando José Burgaz Moreno.


Code of Good Practices in the Food Contract

On the basis of the experience gained in recent years, by virtue of the discussions held and the reports produced, in the field of the Food Price Observatory.

Considering the experiences of self-regulation of the agri-food sector in Spain, singularly the Codi de bones practices marketing to the llarg of the food chain to Catalonia, the Agreement on Recommendations of Good Practice FIAB/ASEDAS and the AECOC Recommendations for Efficient Business Administration.

examined the background to which the work of the High Level Group on the Competitiveness of the Competitiveness of the European Union (High Level Group on the Competitiveness of the European Union) is being conducted, and in particular the work of the High Level Group on Competitiveness. Agro-Food Industry, HLG), the consultations that the European Commission has evacuated in the Green Paper on unfair commercial practices in the food and non-food supply chain between companies in Europe (COM (2013) 37 final), as well as the Subsequent communication from the Commission to deal with unfair commercial practices in the chain for food supply between companies (COM (2014) 472 final), and the European Agreement on Principles of Good Practice in Vertical Relations in the Food Chain.

Taking into account the provisions of Law 3/1991, of 10 January, of Unfair Competition, and in Law 15/2007, of 3 July, of the Defense of Competition, and in the remaining national and Community legislation on the matter and in the Reports from the National Commission on Markets and Competition (CNMC) and other competent bodies.

Taking into consideration that Law 12/2013, of 2 August, of measures to improve the functioning of the food chain, has among its aims to make possible a greater balance and transparency in the commercial relations which are registered among the different operators that integrate it, improving access to information and traceability along the food chain, as well as the regulation of commercial practices, promoting the achievement of these objectives, among other measures, the formalisation of codes of good commercial practice in the hiring among operators.

Whereas Title III of that law is dedicated to voluntary control systems, established under the formula of codes of good practice, focusing Chapter I on the regulation of a Code of Good Business practices in the Food Contract, and its impetus is given to the Ministry of Agriculture, Food and Environment, together with the Ministry of Economy and Competitiveness, the Autonomous Communities and the representative associations of production, processing, industry and distribution.

Taking into account that article 15 of the aforementioned Law establishes, in relation to the said Code, its purpose, scope and process of elaboration. Article 16 is reserved for a number of different questions on its content, which should include the principles on which commercial relations between operators will be based, as well as the systems of conflicts and mediation, which the economic operators, attached to it, undertake to apply on a voluntary basis in their commercial exchanges, in order to facilitate the development of their contractual relations.

In order to have a Code which, within the framework of the existing rules, answers to the above and adequately collects the different circumstances involved in the commercial operations of the Food products, the main associations and organisations, representative of the different operators involved throughout the agri-food chain, have actively collaborated in the formulation of this Code.

The operators of production, processing, marketing, industry and distribution, whose relations are covered by Law 12/2013 of 2 August, of measures to improve the operation of the chain food, as well as associations or organisations of such operators, being aware that their most effective contribution to improving the functioning of the food chain is through their voluntary adherence to the Code of Practice Mercantiles in the Food Contract, pledge to respect the principles and guidelines which are subsequently indicated and to submit their commercial relations, in the case of operators, and their activities, in the case of associations, to the following rules:

I. Basic principles

1. The operators, who are involved in the production, marketing, industrial and distribution stages, attached to this Code, as well as their associations or organizations attached to it, assume that their commercial relations, adjust to the following general principles:

Principle of legality: In the application of this Code, operators and their associations will act at all times in strict compliance with applicable legislation, especially national and Community legislation in the field of law. of the defence of competition.

Assuming, in a special way, compliance with the provisions of Title II of Law 12/2013 of 2 August, of measures to improve the functioning of the food chain, in all its operations.

Consumer protection principle: Food chain operators and their associations will respect, within the framework of the law and this Code, the interests of consumers, in order to ensure that the improvement of the Trade relations are translated into a more comprehensive and varied terms of supply to the consumer, while at the same time more favourable and sustainable. They will also pay particular attention to improving consumer perceptions of food products and the value of the food sector.

Principles of freedom of enterprise, market freedom and covenants: The commercial relationship between food chain operators will be governed by the principle of contractual freedom, as they are constituted as independent economic entities, which respect the other party's right to establish its own strategy and its own commercial and management policy, including the freedom to independently determine whether or not they should engage in a agreement.

Associations and organizations attached to the Code will take into account the respect of these same principles in the development of their own activities.

Loyalty principle: Relations between food chain operators and their associations will be in accordance with the principle of loyalty, so they will be committed to being responsible for each other in a responsible manner, in good faith. and with professional diligence. In addition to the above rules and principles, the commercial relationship between operators will also be governed by the principles of mutual interest, equity, equitable distribution of risks and responsibilities, commitment and trust.

Principles of transparency, clarity, concreteness and simplicity: When an operator adhering to the Code makes use of general contracting conditions in their food contracts, they must conform to the principles of transparency, clarity, concreteness and simplicity, in the terms laid down by Law 7/1998 of 13 April on general conditions of employment.

Principle of efficiency: The operators attached to the Code undertake to guarantee, within the framework of the law and this agreement, the maximum efficiency and the optimization of the resources in the distribution of goods in the chain food. The framework of contractual self-regulation should allow for greater agility and security in commercial transactions and to deepen the efficiency gains that have occurred in recent years as well as the improvement of technological development.

The sustainability principle of the food chain: Food chain operators and their associations undertake to contemplate commercial relations between operators, from the point of view of sustainability. general of the food chain.

II. Scope of the Code

2. This Code extends to the relations between operators involved in the stages of production, processing, marketing, industry and distribution of the food chain, which are attached to it, and which are carried out in Spain.

In the aspects that are of its own, this Code will also be extended to the task of the associations or organizations, of the operators of the food chain, that are attached to it.

The Code will be formalized and registered in accordance with the provisions of Title III of Law 12/2013 of 2 August, of measures to improve the functioning of the food chain, and as established in the Royal Decree 64/2015 of 6 February, and other implementing regulations.

III. Adherence and Low Code

3. Operators involved in the food chain, as well as their associations or organisations, wishing to accede to this Code, will have to apply expressly in writing, complying with the requirements of Title III of Law 12/2013, 2 August, measures to improve the functioning of the food chain, and in the terms set out in its development regulations. Such an application shall be endorsed by those bodies which, in each case, have sufficient capacity and power and are accompanied by supporting documentation of compliance with the requirements set out in the following paragraph.

4. Operators involved in the production, processing, marketing, industrial and distribution stages of the food chain wishing to adhere to the Code of Good Practice in the Food Contract have to meet the following requirements:

Having its headquarters in the national territory or, if not having to: (a) buy products produced, processed or marketed in the Spanish food chain; or (b) supply products intended for processing or marketed in the Spanish food chain.

Develop commercial activities related to the production, processing, marketing, industry and distribution, of food or food products, as defined in Article 5 of Law 12/2013, of measures to improve the functioning of the food chain.

Commit to the application of the principles of good practice referred to in the Code in all their commercial relations with other food chain operators, operating in Spain.

5. They may also accede to the Code, with an institutional nature, organisations or associations, of a supra-regional level, representing the interests of producers, processors, traders, industrialists and distribution companies, without any links to their associates.

6. Any operator who voluntarily wishes to opt out of this Code must communicate it in accordance with the procedure set out in Article 8 of Royal Decree 64/2015 of 6 February 2015. Proceeding to cancel their registration in the State Register of Good Practices of Food Procurement.

7. If, on the part of the Monitoring Committee, referred to in paragraph IX, a repeated failure to comply with the commitments made by any of the companies or organisations attached to the Code, such as Commission may propose to the Ministry of Agriculture, Food and Environment, the temporary suspension or the definitive exclusion of their registration in the State Register of Good Practices.

IV. General commitments of operators and their associations

8. Clarity and constancy of contracts and trade agreements: Contracts and agreements between operators must be made in writing, using, wherever possible, electronic means for the exchange of information. Where, in compliance with the applicable legislation, the written form is not feasible, one of the parties shall subsequently forward a written confirmation to the other.

Contracts and agreements shall be clear and transparent and collect as many relevant and foreseeable elements as possible, including the rights and obligations of the parties.

Contracts and agreements will contain the rules so that the parties can jointly modify the provisions of the contract, at the appropriate time and in a conscious manner, and if necessary, the parties will agree to the compensation. for any costs that may arise from such modification.

Associations or organizations are committed to promoting, within the framework of the Law, the written formalization of contracts and agreements.

9. Predictability of trade relations: The use of standards and the use of general conditions that facilitate business activity and contain reasonable clauses will be promoted by associations or organizations.

10. Compliance with contracts and commercial agreements: The operators concerned undertake to introduce operational and operational changes aimed at ensuring full compliance with the contracts and agreements and the application of deadlines. reasonable notice for the eventual rupture of a commercial relationship, in the terms provided for in the legislation in force.

The contractual penalties to be applied in the event of non-compliance will be transparent, justified and not disproportionate, in the face of the damage suffered.

11. Loyalty, confidentiality and respect for the law in the exchange of information: The operators, as well as their associations or organisations, undertake to ensure that the exchange of information is limited to that which is justified in the context of the of the commercial relationship between them and be made in strict compliance with the rules of defense of the competition and other applicable legislative provisions, and singularly of the precept in article 13.1 of the Law 12/2013, of 2 of August, measures to improve the functioning of the food chain. For this purpose, reasonable precautions must be taken to ensure that the information provided is correct and not misleading and is not misused, and the receiving party must ensure its confidentiality.

12. Transfer of risk and liability: Operators involved in the production, processing, marketing, industrial and distribution phases of the food chain must take their own business risks, within the framework of the competition rules and in particular as provided for in Article 12 of Law 12/2013 of 2 August, of measures to improve the functioning of the food chain.

Operators undertake not to unilaterally transfer risks or to impose a requirement to finance their own business activities to the other contracting party.

13. Justification for business demands: Food chain operators undertake not to use or execute threats, nor to impose unjustified conditions or requirements, as a condition for obtaining commercial advantages, especially during negotiation between the parties.

The operators undertake to seek the best planning, reception, storage and presentation of the goods delivered. Where, for operational reasons, a party needs to advance, delay or fragment the delivery or receipt, it shall inform the other party as soon as possible and taking into account the provisions of the agreement between the parties. The delivery or receipt schedule shall not be interrupted for an unjustified benefit.

V. Clause of commercial practices common to the entire food chain

As a complement to the general commitments relating to Chapter IV, food chain operators and their associations or organisations that adhere to this Code, will undertake the following commitments:

V. 1 Trade negotiation.

14. The annual trade negotiations will be closed and signed by the companies involved in the framework of reasonable deadlines, not exceeding 3 months from the start, for the organisation of activities, without undue delay. The same applies to one party for the purpose of weakening the other's position in that negotiation. To this end, it shall be considered sufficient to document the start date of an e-mail with a record of receipt by the other operator. Where the renewal of the food contract is provided for, the new trading conditions shall be negotiated preferably before the expiry of the contract in force or within two months of its expiry. During this time, the previous contract will remain in force, but it will be possible to agree that the new trading conditions will take effect until the expiry of the previous conditions.

V. 2 Contracts.

15. Without prejudice to the provisions of Chapter I of Law 12/2013, operators involved in the production, processing, marketing, industry and distribution stages of this Code shall be in writing in writing. contracts in all commercial relationships that it maintains with any food chain operator and will promote operators, with whom it maintains commercial agreements, to transfer this practice to other operators in the chain.

16. The contract shall contain the terms and conditions applicable to the contractual relationship between the supplier and the buyer. In particular, the contract shall establish clearly, in addition to the provisions of Article 9 of Law 12/2013, the following aspects:

The contracted categories and references and, where possible and deemed necessary, the elements of agreement to which the parties have arrived in relation to the volumes fixed or estimated and/or the establishments where the product will be referenced.

The procedure for billing and charging and managing the incidents related to it, which will have to respect the legally established payment deadlines.

Contractual penalties for non-conformities, incidents or any other duly documented circumstances shall be proportionate and balanced in relation to both parties.

The exceptions due to force majeure. In particular, penalties for late payments of perishable products shall not apply where they arise from causes of force majeure provided for in Article 2.8 of Regulation (EC) No 1857/2006 of 15 December 2006, and in accordance with the procedures set out therein.

In service contracts, the activities and responsibilities assigned to each of the contracting parties shall be clarified. Operators and their associations will collaborate within AECOC to codify these services and identify them in their business relationships.

In the new contracts and as the existing ones are reviewed or renewed, the commitment to resolve any conflicts that may arise, during its validity, in accordance with the provisions of the section VIII of this code.

17. The total or partial cessation of the indefinite commercial relationship, or of a duration equal to or greater than one year (including renewals), must be communicated by written notice within a reasonable period of time conditioned by the specific circumstances of the commercial relationship taking into account, in particular, the case in which the acquisition of ancillary materials has been agreed, and in compliance with the rules of competition and unfair competition. In the new contracts and as the existing contracts are reviewed or renewed, the minimum period of notice to be applied must be set at the same time.

18. If, in a given sector, there is a contract type approved by the competent authority, the companies which subscribe to the code must use it in their commercial relations without prejudice to compliance with the other provisions laid down in this Code in relation to the procurement.

19. Associations or organisations representing operators attached to the Code shall identify and disseminate among their associated contract models which, in compliance with the provisions of Law 12/2013 and in the law of defence of competition, contain relevant improvements to the procurement regime.

V. 3 Mediation.

20. The associations or organisations concerned undertake to promote, among their partners, the use of mediation instruments to facilitate the resolution of discrepancies which may arise in their commercial operations, using for this purpose, the most appropriate instruments for such work, both public and private, including those which may be promoted by such associations. In any event, the implementation of these mechanisms will ensure strict compliance with the law on contracts and the defence of competition.

21. In the specific case, provided for in Article 16.1 of Law 12/2013 of 3 August, referring to the non-existence of an agreement between a producer organisation and a buyer, in the price of food contracts for which products are The mediation process shall be carried out in accordance with the provisions of Section 1 of Chapter II of Royal Decree 64/2015 of 6 February


V. 4 Contractual Duties.

22. The parties shall identify the persons accredited to act on the direct or indirect representation of their respective undertakings, also indicating the tasks entrusted to them.

23. Where information is exchanged between the parties, it must be made in writing, in sufficient time, to be limited to that which is justified in the context of the commercial relationship, in strict compliance with the competition rules and other applicable legislative provisions. The parties shall take reasonable precautions to ensure that the information provided is correct and not misleading.

V. 5 unilateral modifications to contracts.

24. Neither party will unilaterally modify the terms of the food contract and the commercial terms unless this possibility and its circumstances and conditions have been set in advance and in writing, and by mutual agreement. in accordance with the general principles of Law 12/2013. In new contracts and as existing contracts are reviewed or renewed, they must be fixed in the new contracts, where necessary and for specific circumstances, a reasonable and proportionate compensation for their impact. costs which may be assumed by the other party to be such a contractual amendment.

25. In the event that the food contracts provide for the modification of prices fixed in relation to the general listing of the tariff, the modification by the supplier of its general listing of tariffs must be communicated to its customers with a deadline of Thirty days ' notice. In the case of a fresh or perishable product, this period may be lower in accordance with the uses of the sector. This communication must be made by means of a system of which the written record is recorded, in order to serve the electronic mail. In any event, customers may renegotiate their particular trading conditions or communicate through the same system the resolution of the supply contract before the entry into force of the new tariffs.

V. 6 Management of categories and innovation.

26. Category Management:

1. The criteria for the management of categories shall be predetermined and shall avoid unfair treatment, such as the exploitation by an undertaking of the economic dependency situation in which its client companies may be located or suppliers who do not have an equivalent alternative for the exercise of their business. This situation will be presumed when a supplier, in addition to usual discounts or conditions, must provide its customer with other additional advantages, which are not granted to similar buyers.

Operators will manage the brands of food products that offer the consumer, both their own and other operators, avoiding anti-competitive practices or acts of unfair competition. in accordance with the provisions of Law 15/2007 and Law 3/1991, as well as acts of unlawful advertising in accordance with Law 34/1988.

2. In addition, there will be no misuse on the part of an operator and for the benefit of the business enterprise, as well as the one that constitutes illegal advertising for being disloyal by using, either in the packaging, in the presentation or advertising of the product or service, of any distinctive elements which cause risk of association or confusion with those of another operator or with trade marks or trade names of another operator, as specified in point 2 Article 14 of Law 12/2013.

27. Innovation in the agri-food chain:

1. The operators involved in the production, processing, marketing, industrial and distribution stages, attached to this Code, undertake to work together to facilitate the access to the consumer of the innovations. They also undertake to promote and extend the agro-food innovation in our country, making possible a progressive increase in the presence of innovations in food products. relevant in the food chain.

2. For the purposes of this Code, account shall be taken of the definition of innovation contained in the Oslo Manual (OECD/EC, 2005) defining innovation as the introduction of a new or significantly improved product (or service), of a process, of a new marketing method or a new organizational system in the enterprise (either internally, or in external relations), which assumes four types of innovation depending on product, process, marketing or organization.

3. The organizations and associations attached to the Code and present in its Follow-up Committee, undertake to work jointly with the Ministry of Agriculture, Food and Environment in the design and implementation, within the Committee of a panel for the monitoring of innovation in the agri-food sector.

This panel will be launched with the following objectives: (a) to improve information on the innovative efforts of the different links in the agri-food chain as a whole; b) to know the aggregated data of the sector showing the evolution of relevant innovations and their significance (c) to contribute to the dissemination of the most relevant experiences and best practices in the field of innovation throughout the chain; (d) to contribute to the generation and transfer of knowledge, in (e) to improve the cooperation of the various actors involved in the field of innovation; innovation processes.

In order to promote the development of food innovation in Spain, the organizations participating in the panel will promote, together with the Ministry of Agriculture, Food and Environment, a strategy of promoting innovation, enabling us to put ourselves at levels of innovation similar to those existing in the European countries of our environment, while maintaining due consistency with the state aid rules laid down in the TFEU and in the different Regulations or applicable directives.

V. 7 Links with third parties.

28. The operators attached to this Code assume, in respect of the intervention of third parties in their commercial relations, the following principles:

Quality standards that are imposed by the buyer and that make it necessary or appropriate for the supplier of third-party products or services to be acquired, must be transparent, objective and not Discrimination against other operators.

The supplier may not be required, as a condition for the formalization or maintenance of its commercial relations, to carry out any type of contract with third parties, unless it is necessary for the performance of the contract. This requirement may not result in the imposition of an obligation which is considered to be abusive or contrary to the rules of defence of competition.

The buyer will not be able to require or induce the supplier to reduce the quantities supplied or to increase the prices, in their contracts with other buyers.

The terms of delivery of the service will always be available to both parties, as well as the report on the effective results of subcontracting.

In the event that the performance of this service presents doubts about its application, either party may propose the revision of the service and, if there has been non-compliance, to motivate the immediate compensation. proportional, according to the agreed terms.

V. 8 Promotion Activities.

29. The promotion activities carried out by the operators attached to the Code shall comply with the following principles:

The launch and development of promotions should be based on the principles of: a) agreement and freedom of covenants; b) mutual interest; and c) flexibility to adapt to the particular circumstances of the various operators.

The trade promotion pacts will be respected in their nature and integrity. These pacts, which will have the explicit agreement of both parties, will include the aspects that define the promotion: the deadlines (start and end dates), the transfer prices, the volumes, and the other issues that are interest, as well as aspects of the promotion relating to the procedure, type, development, geographical coverage and evaluation of the outcome of the procedure.

The content of the "merchandising" services, tastings, or other promotional supports necessary for certain actions, the purpose of which is to provoke the act of purchase, either provided by the supplier company itself or distribution or by third parties-whether the choice is made by the manufacturer as if it corresponds to the distributor-must be detailed in writing, ensuring strict compliance with the current legislation, especially in the field of work and object of approval by both parties. The result of the same, regardless of who provides the service, will be available to the parties in time and form as agreed.

The operators attached to the Code undertake to collaborate with their suppliers to improve the perception, which the consumer has, of food products as products of high nutritional value and quality through the appropriate promotional instruments. To this end, they undertake not to carry out promotional activities that would mislead the price and image of the products. To this end, in order not to prejudice the consumer's perception of the quality or value of the products covered by a promotional campaign, operators must clearly identify in the advertising information, in the cartelery and in the tickets In order to ensure that the consumer is not able to give rise to mistakes, the consumer will be able to know exactly the scope of the promotional campaign.

In general, and in particular in the development of promotional activities, the operators attached to the Code will pay special attention not to fail to comply with the established regulations in relation to the sale to losses.

You must compensate the injured party for any cause, other than the other party, which will motivate the non-achievement of the agreed promotion, or its performance on dates or terms other than those established. Such compensation shall be mutually established, taking into account the effects caused.

In cases where agreements on promotion activities with the Purchasing Central are made, the percentage of the membership or coverage of such activities by their associates shall be included in the agreement, together with the the list of points of sale initially attached to it, provided that this is possible and has been accepted by the parties.

On a general basis, promotions must be agreed upon in accordance with this clause. However, in the case of promotions and advertising campaigns promoted by the manufacturers, in the packaging and labels of their products or by other means of their own, which do not generate an additional economic or operational cost for the distribution, it will be sufficient for prior communication, allowing the distributor to be informed.

V. 9 Supply chain and logistics.

30. Logistics are considered to be a shared benefit in which each party must assume its own responsibility, but in which companies must cooperate as far as possible to ensure maximum efficiency, indispensable for the proper functioning of the the food value chain and the competitiveness of its operators. For this reason, the injured operators will promote the use of working tools to achieve maximum efficiency in logistics. In relation to the chapter of incidents and returns that may occur in the logistics process, the following aspects shall be taken into account:

This maximum cooperation in the field of logistics will always be based on the full compliance with the agreements on: a) security of supply; b) dates and times of delivery, which should be documented in any case; c) orders (d) duly identified and quantified service conditions and levels; (e) waiting times and penalties; (f) product formats; and (g) compensation provided in the event of a failure to fulfil the conditions laid down in the Regulation. non-compliance with the above agreements, which may be required from the time of signature.

Stock breaks produced by bad faith or negligence will be avoided, compensating for the causative part, the economic cost produced. The lack of supply, because of the particularly serious damage caused by the entire value chain and the credibility of the companies vis-à-vis consumers, must always be avoided by the parties, especially through the implementation of the How many joint strategy and planning, demand and supply management activities, execution and analysis are needed to ensure supply.

The criteria to be taken into account in determining the compensation to be determined when producing non-justified product receipts or non-receipts will be established in the contracts. Such compensation shall be proportional to the result of the incident and shall be borne by the deceased. It will act in the same way when returns are due to defects or errors.

When quality returns are produced, a clear procedure for resolving differences will be agreed, identifying the stakeholders responsible for the companies and facilitating the management of the incidents.

In contracts, procedures will be established to follow in case of rejections, when they respond to observable defects including those caused by errors in the purchase order. Such rejections shall, whenever possible, be identified at the time of delivery/receipt of the goods and be justified and documented. In other cases, they shall be produced within a reasonable time, in accordance with the period of rotation of the product.

Once known, the incidents will be notified with as much diligence as possible in a manner that ensures their receipt by the other party and the necessary documentary support will be provided in their case.

Once the incidence has been raised in writing and in a documented manner, if the parties do not reach an agreement on it within two weeks, the operator who has raised the incident may desist from his or her complaint or go to the instruments for the resolution of discrepancies provided for in Chapter VIII of this Code.

Any incidents involving the destruction of the product shall be documented by the supplier, which shall be carried out in the light of the applicable rules.

A change in any aspect of the logistics system of operators that are not provided for in the contract should be pre-advised within a reasonable time and agreed upon.

The agreements reached between the operators will have to cover the various aspects of the logistics, which will be applicable, and must be met in the agreed terms, especially in terms of formats and codes. product.

Taking into account the principles of economics and effectiveness that advocate standardized coding, the parties will work towards the achievement of internal code unification at the commercial and logistical level.

The parties shall cooperate in complying with the relevant standards applicable to the pallets of pallets and shall facilitate the correct management in the return of packaging, packaging and pallets with return.

31. In relation to the administrative management procedures associated with the supply chain, the operators concerned shall take into account the following aspects:

To properly identify people responsible for administration and payments in the enterprise.

Promote the use of electronic administrative procedures (order, delivery, invoice and payment), using the standard mechanisms available, in order not to incur unnecessary duplicity and inefficient information media, provided that it does not cost the supplier an added cost.

Justify, through its corresponding documentation, the claims and the charges, establishing in a clear and transparent manner its nature and specifying the concepts in question, to be perfectly identifiable by both parties.

Preferably, claims of amounts for services, incidents or any other circumstances shall be raised within the maximum period of two months, in the case of fresh seasonal products, or six months in the remaining months. cases, from the fact that it gave rise to the right to claim. In any event, no claims will be made after 24 months from the fact that it gave rise to the right to claim them.

V. 10 Payments.

32. In the case of payments, the operators added, in addition to the provisions of the current legislation, especially regarding the maximum payment deadlines for the products, will act according to the following points:

The buyer must pay the invoices received in his/her integrity, unless previously agreed upon in the food contract or prior to the issue of the invoice for services, penalties or any other type of settlement or compensation to the supplier, without prejudice to any claim actions which it considers appropriate.

Consider, for the calculation of the payment period, the effective period of the payment period from the receipt of the goods, in accordance with applicable law.

If once the invoice has been issued there are differences in prices and/or quantities between the parties, it will be in accordance with the contract. In the absence of a contractual premise, the difference shall be made in the terms provided for in the commercial law and by means of an agile procedure and without undue delay in order to pay the parts of the invoice on which they do not exist. discrepancies.

The payment of the payments for the services of the buyer authorized in the current regulations will be substantiated in the form of discount on the purchase price, duly documented in the invoice of the supplier.

The operators who subscribe to the Code are committed to, in case of using other companies to invoice the purchase made to their suppliers, not to charge or to charge any costs.

The attached operators undertake not to apply other additional payments on the agreed price than those referred to in Article 12 of Law 12/2013, of measures to improve the functioning of the food chain. Consequently, the additional payments, on the agreed price, shall be prohibited unless they relate to the reasonable risk of referring to a new product or to the partial financing of a commercial promotion of a product reflected in the Unit price of sale to the public and have been agreed and expressly included in the relevant written contract, together with the description of the consideration to which such payments are associated.

In the event that changes in taxes, fees and other charges, as well as contributions to integrated management systems, occur during the period of validity of the contracts, the provisions of the contract for these purposes. If this circumstance is not provided for in the contract, its application by the operators may not be carried out in such a way as to be considered to be abusive or contrary to the rules of defence of competition. In any case, their implementation shall be carried out in the time and form provided for by the rules governing them.

V. 11 Relations with third parties.

33. In order to facilitate relations with third parties which may be involved in the contractual relationship between the parties and in order to avoid the existence of discrepancies related to those relations, both parties will agree on a protocol which establish their cooperation in the field of attention to complaints which may be formulated by third parties on the products covered by this commercial relationship. The said protocol shall include the conditions under which the supplier shall take charge of such claims.

V. 12 Communication between operators.

34. In order to facilitate the relationship and communication between operators attached to the Code, the following aspects shall be taken into account:

Communicate to the competent personnel of each company, everything that derives from the agreements made, for the correct execution of the commitments that are acquired.

Non-SME companies shall establish a procedure for the resolution of disputes, related to compliance with this Code, as set out in clause 42.1.

V. 13 Food security, quality and consumer information.

35. Operators acknowledge that the quality of the products is shared by all participants in the supply chain. To this end, operators shall cooperate in their insurance. The operators, as well as their associations or associations, undertake to cooperate in the field of food safety, using the channels and mechanisms currently existing for this purpose and to comply with the other requirements required by the legislation.

36. Operators, as well as their associations or organisations, shall promote the knowledge and use of the recommendations that are appropriate in terms of quality criteria for product storage from delivery to linear (temperature, humidity, palletizing, location, consumer information, etc.).

37. Operators shall apply a clear and coordinated procedure for the resolution of differences in quality, identifying the partners responsible for the associated enterprises and facilitating the management of the incidents.

38. Operators will strengthen their efforts and resources in the area of consumer complaints. To this end, the necessary means of collaboration will be established for the proper management of these complaints, in which both parties collaborate and attend in an effective manner in the resolution of the incidents.

VI. Clause of specific business practices for some food chain operators

39. The operators of the food chain attached to the Code undertake to respect, in their commercial relations with the primary producers, the following aspects:

Do not derive from the market fresh products that have been purchased for processing or other uses.

Encourage the adoption of measures that help to achieve the sustainability of the primary sector and give back, in a proportionate way, the value of agricultural production to supply chains, following the principles of the responsible trade and, in any event, respecting the rules of competition law. To this end, wherever possible, the value of seasonal and proximity food products will be highlighted in the framework of the commercial strategies of the operators attached to the Code.

To pay particular attention to compliance with the applicable rules on food information provided to the consumer and the origin of the products. In particular, in the case of the marketing of fresh fruit and vegetables, it must be clearly identified and with appropriate typography, for easy identification by the consumer, his country of origin or the place of real origin of the product. product.

40. The operators of the food chain involved in the marketing, processing and industry phases attached to the Code undertake to respect, in their commercial relations with the distribution, the following aspects:

Facilitate the technical information of the product and the modification of its quality that is necessary for the fulfillment of the obligations of food information to the consumer, which correspond to the distributor. The information shall be transmitted on the appropriate supports for processing and integration in the in-person and distance selling processes. Where the manufacturer and the distributor agree to use the services of a third party in order to comply with the consumer information obligations arising from the rules in force, they must provide for the criteria for the distribution of their cost.

Manufacturers must communicate and justify changes in the quality of a product which is the subject of a contract in force, where it can lead to a disadvantage or injury to consumers or to distributors who do so. market.

Amendments to the dates of expiry and preferential consumption on the tokens of a product which is the subject of a contract in force shall be justified and communicated with a reasonable notice allowing the distributor to adjust its logistic system.

The launch of commercial vouchers or discount coupons must be previously agreed with all the operators concerned, who must expressly accept the conditions and the time limit for their placing on the market, as well as the the consideration provided for the redemption and management of the coupons. Operators with whom such collaboration has not been agreed shall reserve the right not to participate in such promotional actions, communicating it to consumers. To this end, the parties undertake to disseminate and ensure compliance with the AECOC Recommendation on promotional coupons.

VII. Other agreements

41. The operators involved in the stages of production, marketing, processing, industry and distribution which are attached to this Code also assume other commitments intended to pay particular attention. to ensure the quality of foodstuffs intended to be made available to the consumer, in order to reduce the volume of food waste at the various stages of the chain, and to strengthen cooperation between operators before market crisis situations. By virtue of this, the operators assume the following commitments:

Dispose, whatever the operator's position in the chain, of management and management guides adapted to the products, that allow the preservation of their quality and make it possible for them to reach the consumer in the better conservation conditions.

Advancing the development of work protocols and food management, adapted to the product typology that it manages and the position it occupies in the supply chain, that allow to control and reduce waste food.

The attached operators are committed to advancing the implementation of product stock management systems through the efficient use of orders and the transport of products.

When a sectoral crisis occurs or is foreseen in some agri-food product due to causes exogenous to the sector itself at some point in the chain and/or in consumption by consumer distrust, the companies that subscribe to it The code is committed to working closely, respecting competition law, to seek strategies and mechanisms to help reduce their incidence.

VIII. Code compliance and resolution of discrepancies

42. In the event of conflict or discrepancy with regard to the application of this Code between individual undertakings, the operators concerned undertake to fix it in good faith and to minimise, as far as possible, the operational and management, according to the following procedure:

1. The first step to be taken by the operator who is considered to be impaired will be to request that the question be resolved to a higher level of the business hierarchy of the company, allegedly defaulting, within a maximum period of ten working days from the submission of the application.

For these purposes, the attached companies, whose size is higher than that of SMEs, must design and publish an internal dispute resolution procedure, which must be independent of the commercial departments and whose function must be equivalent to a "customer and supplier advocate". Its operation shall be impartial and, in such cases, shall be capable of adopting a resolution within a maximum of 20 working days from the submission of the application.

2. If, within the time limits, no reply has been obtained, or no agreement has been reached, and the party deemed to be harmed would like to continue the proceedings, the resolution of the conflict shall be submitted to a mediation system, or The parties may refer directly to an arbitration system as referred to in paragraph 3. Such mediation shall be initiated and shall be carried out in accordance with the provisions of Law 5/2012 of 6 July of mediation on civil and commercial matters and their implementing rules.

The accession to this Code implies for the operators, the acceptance of the undertaking to submit to mediation the disputes between the parties, for the purposes provided for in article 6.2 of the aforementioned Law 5/2012.

3. In the event of a failure to agree to a prior referral directly to the arbitration, if the previous mediation system would end without reaching an agreement, taking into account the commitment to minimise operational and management costs in the resolution of the conflicts, operators attached to the Code may use the arbitration systems, following the procedure provided for in Law 60/2003 of 23 December of Arbitration.

43. In the event that the non-compliance by an operator of the principles set out in this Code affects a number of operators, the associations or organisations which represent them, they may, before the Commission, promote the Follow-up, the conduct of a confidential and anonymous collective complaint procedure that allows to rule on the compliance or otherwise of such practices with this code.

The Monitoring Committee shall establish in its Rules of Procedure the procedure for collective reclamation in such a way that, as far as possible, it is compatible with the rules of procedure of the governing body. provided for in the "Principles of good practice in vertical relations in the food chain" agreed by the European associations representing industry and distribution. The notification system and the work procedure shall at all times ensure anonymity and confidentiality and the rules of competition.

IX. Commission to Follow up on the Code of Good Practices in Food Procurement

IX.1 Composition and operation.

44. The Commission to Follow up the Code, as provided for in Article 16.3 of Law 12/2013, will be chaired by the Director General of the Food Industry and additionally composed of a total of 16 vowels, which will be distributed as follows: way:

Two vowels representing the Ministry of Agriculture, Food and the Environment, appointed by its holder.

Two vowels representing the Ministry of Economy and Competitiveness, appointed by its holder.

Three vowels representing producers, proposed by the agricultural professional organizations representative of the operators of the producer sector adhered to the Code.

A vocal representative of the Spanish Agri-Food Cooperatives.

Four vowels representing the food industry, proposed by the organisations and sectoral associations representing the operators of the industrial sector attached to the Code.

Four vowels representing the distribution companies, proposed by the organisations and sectoral associations representing the operators of the distribution sector, modern and specialised, attached to the Code.

He will act as Secretary, an official of the General Subdirectorate of the Food Chain Structure, who will have a voice, but will not vote in the deliberations of the Commission and will be appointed by its President.

You will be able to attend as a guest, with voice but no vote, a representative appointed by the National Markets and Competition Commission, if you so request.

45. The Monitoring Committee shall establish its rules of procedure and the compliance control system of the Code. The Commission will work within strict confidentiality and anonymity, and appropriate rules of procedure should be drawn up to avoid conflicts of interest, as well as a specific confidentiality agreement and guarantee in any case of the competition rules of competition. The monitoring committee shall adopt its decisions by a simple majority, with the vote of the president being the case for a tie.

IX.2 Functions.

46. The work of the Monitoring Committee shall be in accordance with the following tasks:

The Monitoring Committee shall be the body responsible for the interpretation and scope of the clauses in this Code.

To track the implementation and compliance of this Code by operators and their associations or organizations.

Promote actions to facilitate knowledge of the Code among food chain operators.

Inform the Food Chain Observatory annually of the outcome of its work and transfer the proposals it deems appropriate in relation to the improvement and updating of the commitments referred to in the Code.

In accordance with the provisions of Article 7 of this Code, you may propose to the Ministry of Agriculture, Food and Environment the temporary suspension or final exclusion of the registration in the State Register of Good. Commercial practices, of those operators with knowledge that do not comply with the terms of their commitment to membership.

It will be informed by the associations and organizations that integrate it, of the activities promoted among its associates to promote the knowledge of the Code and to encourage its incorporation to it.

To carry out, in collaboration with the Food Chain Observatory, the design and implementation of the panel for the monitoring of innovation in the agri-food chain, referred to in Article 27 of the this Convention.

Establish, in its Rules of Procedure, the collective complaint procedure provided for in Article 43 of this Convention.

X. Advertising of the Code of Good Practices in the Food Contract

47. Independently of the actions carried out by the Ministry of Agriculture, Food and Environment to make known the Code, in accordance with the provisions of article 17.3 of Law 12/2013, associations or organizations representative of the food chain operators attached to the Code undertake to use the means they consider most suitable to give maximum dissemination and information on their content and to promote the greater adherence of the companies members of them.

48. The operators involved in the stages of production, marketing, processing, industry and distribution, and their associations or organizations attached, undertake to use the mention of "Welcome to the Code of Good". Business practices in the Food Contract " and the logo that is created for this purpose.

XI. Implementation of the Code

49. Operators attached to this Code shall review and, if necessary, amend their contracts in order to ensure their compatibility with this Code so that they can be applied after their accession to the Code in the new contracts which are formalized and in those that are being reviewed or renewed.

50. In the light of the sanctions which may arise from the practices and conduct carried out under the Code, the role and participation of the public authorities in the preparation of this Code, legitimate expectations, confusion, cannot be invoked. rules, presumption of acting in accordance with the law, or similar circumstances arising from the role of public authorities in relation to the elaboration of the Code.