Grocery Regulations COMPLIANCE POLICY - Our Tesco...training for all relevant colleagues within one month of joining Tesco or taking up a new role and mandatory refresher training

GROCERY REGULATIONS

COMPLIANCE POLICY

TESCO ROI Policy

March 2017

GROCERY REGULATIONS COMPLIANCE POLICY

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Why it matters The Grocery Regulations are about dealing fairly and transparently with suppliers and many of the behaviours it requires are the same as those defined in our Leadership Skills and our Tesco Values. Getting it wrong is bad for us, our suppliers and our customers and sanctions are significant including fines up to €100,000 and potentially imprisonment. This Grocery Regulations Compliance Policy is designed to ensure that we:

work collaboratively and build great relationships with our suppliers;

deliver the very best value for our customers; and

are seen as a company which is fair, honest, knowledgeable and helpful.

Purpose of Policy

This Policy sets out:

1. our minimum expectations for complying with the Grocery Regulations. All colleagues employed by Tesco Ireland who are involved in the supply of

groceries for resale to the Irish market must comply with this Policy; and

2. the obligation of Tesco Ireland to implement a Grocery Regulations Compliance Programme.

This policy excludes other legislation, e.g. Competition Act and the UK’s GSCOP, as these are covered elsewhere in separate policies and should be read in

conjunction with the Ethics and Compliance Blueprint. It also excludes any other voluntary codes by which Tesco is bound eg the EU Supply Chain Initiative.


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Grocery Regulations Key Principles The Grocery Regulations apply to all supplier relationships where Groceries products are purchased for sale in Ireland: this is regardless of where in the

world the products are sourced.

The Grocery Regulations contain some key principles which lay down the way in which we must go about complying with our obligations. These are:

1. We deal fairly and lawfully with our suppliers

2. We have a written contract with each supplier

3. We pay our suppliers on time

4. Will only pass charges to suppliers where we can evidence their prior agreement

5. Our buyers complete mandatory new starter and refresher training

6. We monitor and report, internally and externally, our compliance with the Grocery Regulations

We abide by the specific rules contained in the Grocery Regulations (and the Guidelines to them) as laid out in the Risk Assessment at Annex 1. Copies of

the Grocery Regulations and the Guidelines are included at Annex 2 and are also available on the Grocery Regulations Sharepoint. Any alleged breach of

the Grocery Regulations received from a supplier must be reported to Legal straight away and logged in the format on the tracker at Annex 3.

In the event that a supplier raises a complaint which suggests a breach of the Grocery Regulations, whether or not the supplier has specifically cited them,

we record it on the disputes tracker at Annex 3 and proactively seek to resolve it. It is not enough to simply ignore the complaint, even if it is obvious that

the complaint was raised in error or was a mistake made by Tesco. Further information and support is available from Legal.

https://tesco.sharepoint.com/teams/GroceryRegs/SitePages/Home.aspx


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Grocery Regulations Compliance Programme Legal own the Grocery Regulations Compliance Programme and compliance with it will be reported to the Compliance Committee at least once each year.

The CEO is accountable for ensuring that the Grocery Regulations Compliance Programme is followed and that colleagues understand and follow these

principles in their day to day activities.

The minimum expectation is that the programme comprises:

A. GOVERNANCE & LEADERSHIP: Leadership team sets the “tone from the top” and leads by example

B. RISK ASSESSMENT: The nature and extent of Grocery Regulations risks are assessed

C. POLICIES: The policy is adopted, is easily accessible and that it is followed by all colleagues

D. GUIDELINES & PROCEDURES: Clear guidelines that give more detailed information and set out practical processes should be developed, made easily

accessible and followed by all colleagues

E. TRAINING & COMMUNICATION: All new colleagues are provided with a copy of the Grocery Regulations during their first week, mandatory new starter

training for all relevant colleagues within one month of joining Tesco or taking up a new role and mandatory refresher training for all at-risk colleagues

each calendar year. In addition, ad-hoc training, guidance or assessments (for example in the form of a PiP) should be provided whenever a risk is

identified or where required by the regulator.

F. INVESTIGATIONS & SANCTIONS: Clear escalation processes are in place to manage breaches of the Grocery Regulations or Tesco policies and

appropriate action is taken whenever a breach of the Grocery Regulations or a Tesco policy is identified.


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G. MONITORING & REVIEW: The Programme is reviewed by Legal at least once each year to ensure it is effective and is reported to the compliance

committee at least annually. The compliance with Grocery Regulations of individual buyers is measured as part of the corporate performance review

process

This Compliance Policy, together with the Programme that supports compliance must be reviewed annually and specifically following the publication by the

Regulator of any new guidance.

Breaches

It is important that any colleague who suspects that the Grocery Regulations or this Policy might have been breached speaks up straight away.

Breaches, whether confirmed or suspected, raised internally or by suppliers, must be reported as soon as possible, and in any event within 48 hours, to

both Legal and your line manager. If you feel unable to raise the issue with your line manager or Legal, you should contact Protector Line:

[email protected] / 1800 567014.

Breaches of the Grocery Regulations are, by definition, also a breach of the Tesco Code of Business Conduct, so the Corporate Breach Reporting Process

must be followed.

Failure to comply with this policy may result in disciplinary action being taken against any colleagues concerned or the termination of contracts with

contractors working for Tesco.

mailto:[email protected]


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Contact

If you have any questions on how this Policy or related guidance applies or should be implemented, or if you have any other Grocery Regulations related

query (including if you receive any contact from regulators), please contact:

Colm O’Connell (Grocery Regulations Liaison Officer):

+353 1 215 2714 or [email protected]

John Kealy (Legal Counsel):


Sarah Gallagher (Legal Director):


A copy of this policy and the Grocery Regulations Compliance Programme is available on the Grocery Regulations Sharepoint




https://tesco.sharepoint.com/teams/GroceryRegs/SitePages/Home.aspx


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Annex 1: Risk Assessment Tracker/RACI

A template for identifying and assessing risks faced by the business (i.e. Grocery Regulations risks that are material to the business) is shown below. This

Risk Assessment Matrix should be reviewed regularly to ensure that it reflects any additional exposure for the business following publication by the

Regulator of clarification and/or guidance.

Management of risk is supported primarily by ongoing monitoring activity which is carried out by the Regulatory, Compliance and Ethics team. In addition,

investigations conducted by Internal Audit and the monitoring of complaints and alleged breaches within the Group Legal team will identify areas of

concern which may arise from time to time.

The focus of monitoring and auditing work should focus on issues that the Regulator may identify from time to time together with issues raised separately

by colleagues or suppliers.


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No. Grocery Regulations Obligation

Compliance Risk How we manage the Risk

Responsible Accountable

1 Regulation 4 Grocery Goods Contract

We do not have a comprehensive written contract in place with our Supplier.

Active Supplier list in place and maintained

Signed T&Cs required as part of supplier set-up

All Deals & Charges agreed via D&C webform

Buyers follow document storage protocol

Buyer Training

Alan Reynolds (Head of Commercial Operations) Joe Manning & John Brennan (Category Directors)

Sheila Gallagher (Commercial Director)

The Contract is not expressed in clear understandable language.

Proforma contract subject to regular legal review

Colm O’Connell (Head of Compliance & Regulation)

Sarah Gallagher (Legal Director)

The Contract is not signed by both parties.




The Contract is not retained by both parties.

Document Repository


Buyer Training



2 Regulation 5 Variation Termination or Renewal of

Our written Contract does not expressly entitle us to vary, terminate or renew our Contract.

Proforma contract subject to regular legal review




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Grocery Goods Contracts

We do not comply with our Contractual requirements to vary, terminate or renew.


All Deals & Charges agreed via D&C webform


Buyer Training

Regular Audit/Compliance Monitoring



We do not provide “reasonable” notice to vary, terminate or renew having regard to all of the circumstances including duration of Contract, frequency of orders, characteristics of grocery goods (including durability, seasonality and external factors affecting their production) and for significant variation, the value of any order so affected or delivery arrangements relative to the annual turnover of the supplier.1

Buyer Training

Grocery Regulations Buyer Toolkit

Legal Review


Alan Reynolds (Head of Commercial Operations) Colm O’Connell (Head of Compliance & Regulation)

Sheila Gallagher (Commercial Director) Sarah Gallagher (Legal Director)

3 Regulation 6 Goods or Services from Third Parties

We compel a supplier to obtain goods or services from a third party from whom we received payment for the arrangement except where the

Training


Pro-forma comms to suppliers

Legal Review

Alan Reynolds (Head of Commercial Operations)


1 Variation includes variation of the frequency, timing or volume of the supplier delivery of grocery goods


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suppliers’ alternative fails to meet reasonable quality standards or is more expensive.




4 Regulation 7 Non-performance due to factors beyond reasonable control of parties to Contract

We seek to make a supplier liable for delays or failure to perform resulting from circumstances beyond the supplier’s reasonable control.

T&Cs expressly cover this issue (Clause 21)

Buyer Training

Alan Reynolds (Head of Commercial Operations) Colm O’Connell (Head of Compliance & Regulation)

Sheila Gallagher (Commercial Director) Sarah Gallagher (Legal Director)

5 Regulation 8 Forecasts of the supply of grocery goods

Despite a request from a supplier, we fail to prepare in good faith and with due skill, care and diligence a forecast of grocery goods.

Buyer & Supply Chain Training

Online forecasting platform accessible by suppliers via Tesco Connect

Barry Davies (Head of Supply Chain)


We fail to provide a forecast of grocery goods required by us in respect of a specified period where one has been requested by a supplier.





The forecast provided to the supplier is prepared without consultation with the supplier as to the basis of its preparation.





The forecast is not prepared in good faith and with due skill, care and diligence.






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The forecast is provided without confirmation in writing of the basis upon which it was prepared.





6 Regulation 9 Payment from Supplier as a Condition of stocking, displaying or listing2

Our charges to a supplier for stocking, displaying or listing its grocery goods are not based on an objective and reasonable estimate of the costs to us.

Master Schedule of Deals & Charges addresses this and is kept under regular review

Deals & Charges Webform


Buyer Training




We seek to levy the charge in respect of grocery goods which are not new to store (that is in the case of a single store, they must not have been supplied in the previous year or in the case of multiple stores, they must not have been stocked in a least 25% of those stores in the previous year).




Buyer Training




We fail to provide a supplier with an estimate of the costs of stocking, displaying or listing grocery goods upon its request.




Buyer Training

Alan Reynolds (Head of Commercial Operations) Joe Manning & John Brennan (Category


2 Note the Regulation does not apply to payments made in respect of a promotion.


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Directors)

The estimate does not set out the basis upon which the estimate has been prepared.




Buyer Training



7 Regulation 10 Payment Terms and Conditions

We fail to agree payment terms with our supplier in writing.

Payment Terms Policy in place and communicated to our supply base

Written acceptance of Payment Terms for each supplier

Brian Houlihan (Commercial/Marketing Finance Manager)

Duncan Anniss (Finance Director)

We fail to meet those payment terms (i.e. we pay late)

We are clear what constitutes a “late payment” and what is a valid dispute

We have a clear process to deal with both appropriately and quickly

Invoice Query Team (Zendesk)

Buyer Training

Clear Complaints Process




We agree payment terms in excess of 60 days in breach of the late payment regulation.

Payment Terms Policy does not exceed 60 days



8 Regulation 11 Promotions

We seek payment or an allowance from a supplier in respect of a promotion where our Contract does not expressly

T&Cs expressly cover this (Annex)


Master Schedule of Deals &




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provide for this.

Charges

Buyer Training


Promotions Nomination Form


Joe Manning & John Brennan (Category Directors)

We run a promotion without providing the supplier with the requisite notice specifying the duration, frequency, quantity and basis for such quantity.


Master Schedule of Deals & Charges

Buyer Training






We fail to provide the supplier with an estimate of cost of the promotion (and the basis of that estimate) upon request.



Buyer Training






9 Regulation 123 Payment for Marketing Costs

We seek payment for marketing costs in circumstances where our contract does not entitle us to.




Alan Reynolds (Head of Commercial Operations) Joe Manning & John Brennan (Category


3 This regulation does not apply in respect of a promotion.


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Directors)

The payment is not based on an objective and reasonable estimate of the marketing costs.



Buyer Training





We fail to provide an estimate of the marketing costs (on the basis upon which the estimate has been prepared) upon request.



Buyer Training





10 Regulation 134 Payment for retention, increased allocation or better positioning of shelf space

We seek payment or an allowance for shelf space where that is not provided in our Contract.




Buyer Training





11 Regulation 145 Payment for

We compel a supplier to make a payment (or grant an allowance) for the



Alan Reynolds (Head of Commercial

Sheila Gallagher (Commercial

4 This regulation does not apply in respect of a promotion. 5 This regulation does not apply in respect of a promotion.


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advertising or display of grocery goods

advertising or display of its grocery goods in our premises.6

Charges

Buyer Training



Operations) Joe Manning & John Brennan (Category Directors) Suzanne Quinn (Marketing Manager)

Director) (Marketing Director)

12 Regulation 15 Payment for Wastage

We charge for wastage in circumstances where that is not provided for in our Contract.







We fail to provide the supplier with an estimate of the wastage costs (and basis upon which the estimate has been prepared) upon supplier request.




Buyer Training





13 Regulation 16 Payment for Shrinkage

We seek to charge a supplier for shrinkage where our Contract does not entitle us to do so.






6 We sell in store (security barriers, trolley advertising, Gondola end header POS, Power Aisle POS, In Aisle POS relating to value [offer], NPD or seasons, sampling of supplier products) and out of store (leaflet, magazine, digital via GHS, Co-branded/funded TVC’s, Co-branded websites (e.g. Baby Club), Clubcard mailing insertions) advertising predominantly via Dunnhumby (95%) but also via commercial.


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Charges


Joe Manning & John Brennan (Category Directors)

The shrinkage charge is not based on an objective and reasonable estimate of the cost of shrinkage to us.




Buyer Training





We fail to provide a supplier with our estimate of the cost of shrinkage (on the basis for that estimate) upon request.




Buyer Training





14 Regulation 17 Designation and Training of Staff

We fail to designate and train appropriate members of our staff to be responsible for:

(i) compliance with the regulations and;

(ii) dissemination of information relating to the implementation of the regulations to other staff;

Role profiles reflect Grocery Regulations requirement

We identify those in scope for training and those in scope for dissemination at least once annually and record that

We train those in scope at least once annually

We develop and maintain e-learning module

Colm O’Connell (Head of Compliance & Regulation) Karen Devine (Training and Academy Manager)

Sarah Gallagher (Legal Director) Geraldine Casey (HR Director)


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New Starter/Mover Training Process

We retain evidence of the above for review


We fail to nominate a suitably qualified staff member to liaise with the Regulator in relation to the regulations (a Liaison Officer).

We maintain the Liaison Officer role

We ensure it is visible to the business and externally

We ensure it is appropriately resourced/staffed (eg. deputy/generic email address)



We fail to confirm the nomination of a Liaison Officer to the Regulator.

Annual letter to the Regulator confirming nomination or changes



15 Regulation 18 Annual Compliance Report

We fail to submit an Annual Compliance Report by 31st March each year (commencing 2017) detailing our compliance with the regulations.

Obligation forms part of our overall Plan for Compliance and is managed through the Compliance Committee



The Annual Compliance Report is not appropriately signed by a Company Director.

Obligation forms part of our overall Plan for Compliance and is managed through the Compliance Committee



The Annual Compliance Report does not contain the prescribed information.

Obligation forms part of our overall Plan for Compliance and is managed through the Compliance




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Committee

16 Regulation 19 Maintenance of Records7

We fail to retain the prescribed documents for a period of 6 years after the end of the financial year in relation to which the documents relate.

Document Storage Roadmap (what is stored where)

Single Document repository

Webform

Training

Office Document Retention Policy and Procedure


Alan Reynolds (Head of Commercial Operations) Brian Houlihan (Commercial/Marketing Finance Manager) Colm O’Connell (Head of Compliance & Regulation) Barry Davies (Head of Supply Chain) Suzanne Quinn (Marketing Manager)

Sheila Gallagher (Commercial Director) Duncan Anniss (Finance Director) Sarah Gallagher (Legal Director) Barry Davies (Head of Supply Chain) (Marketing Director)

7 Prescribed documents are Contracts, records of payments made by us to suppliers and by suppliers to us (including invoices, receipts, rebates, discounts, bank

statements, electronic fund transfers and cheques), records of forecasts and estimates required to be provided under the regulations, names and addresses of each supplier, records of training and dissemination of information, records of the Board of Directors, records used in the preparation and submission of the Annual Compliance Report.


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Annex 2: Grocery Regulations & Guidelines

STATUTORY INSTRUMENTS.

S.I. No. 35 of 2016

————————

CONSUMER PROTECTION ACT 2007 (GROCERY GOODSUNDERTAKINGS) REGULATIONS 2016

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S.I. No. 35 of 2016


ARRANGEMENT OF REGULATIONS

PART 1

PRELIMINARY MATTERS

1. Citation and commencement

2. Interpretation

PART 2

CONTRACTS BETWEEN SUPPLIERS AND RELEVANT GROCERYGOODS UNDERTAKINGS

3. Prescribed classes

4. Grocery goods contracts

5. Variation, termination or renewal of grocery goods contracts

6. Goods or services from third party

7. Non-performance due to factors beyond reasonable control of party tocontract

8. Forecasts of supply of grocery goods

9. Payment from supplier as a condition of stocking, displaying or listing

10. Payment terms and conditions

11. Promotions

12. Payment for marketing costs

13. Payment for retention, increased allocation or better positioning of shelfspace

14. Payment for advertising or display of grocery goods

15. Payment for wastage

16. Payment for shrinkage

PART 3

COMPLIANCE REQUIREMENTS FOR RELEVANT GROCERYGOODS UNDERTAKINGS

17. Designation and training of staff

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18. Annual compliance report

19. Maintenance of records

PART 4

ENFORCEMENT

20. Penal provisions

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S.I. No. 35 of 2016


I, RICHARD BRUTON, Minister for Jobs, Enterprise and Innovation, inexercise of the powers conferred on me by section 63B (inserted by section 83of the Competition and Consumer Protection Act 2014 (No. 29 of 2014)) of theConsumer Protection Act 2007 (No. 19 of 2007) considering it appropriate todo so having regard to the matters specified in subsection (1) of the said section63B and having consulted with the Competition and Consumer Protection Com-mission, hereby make the following regulations:

PART 1

PRELIMINARY MATTERS

Citation and commencement1. (1) These Regulations may be cited as the Consumer Protection Act 2007

(Grocery Goods Undertakings) Regulations 2016.

(2) These Regulations shall come into operation on 30 April 2016 and, subjectto paragraph (3), shall apply to grocery goods contracts entered into on or afterthat date.

(3) Where a grocery goods contract entered into before 30 April 2016 isrenewed on or after that date, these Regulations shall apply to the contract onand after the date of its renewal.

Interpretation2. (1) In these Regulations—

“annual compliance report” has the meaning assigned to it by Regulation 18;

“grocery goods contract” means a contract for the sale or supply of grocerygoods by a supplier to a relevant grocery goods undertaking;

“invoice” means a written document, electronic transmission or equivalentrequest for payment provided by a supplier to a relevant grocery goods under-taking in respect of the sale or supply of grocery goods.

(2) For the purposes of these Regulations, the annual turnover of a relevantgrocery goods undertaking on any particular date is the annual turnover figureof the relevant grocery goods undertaking concerned for the financial year pre-ceding that date.

Notice of the making of this Statutory Instrument was published in“Iris Oifigiúil” of 5th February, 2016.

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PART 2

CONTRACTS BETWEEN SUPPLIERS AND RELEVANT GROCERYGOODS UNDERTAKINGS

Prescribed classes3. (1) Any food or drink that is intended to be sold for human consumption

including—

(a) any substance or thing sold or represented for use as food or drinkfor human consumption,

(b) any substance or thing sold or represented for use as an additive,ingredient or processing aid in the preparation or production of foodor drink for human consumption, and that is intended to be sold bya retailer as such an additive, ingredient or processing aid, and

(c) intoxicating liquors,

other than food or drink served or supplied on the premises of a grocery goodsundertaking in the course of providing catering, restaurant or take-away servicesor any similar hospitality services, or intoxicating liquor served or supplied forconsumption on the premises of a grocery goods undertaking, is prescribed asthe class of grocery goods to which these Regulations apply.

(2) A grocery goods undertaking engaged in the retail or wholesale of grocerygoods in the State that has, or is a member of a group of related undertakingsthat has, an annual worldwide turnover of more than €50 million, is prescribedas a relevant grocery goods undertaking to which these Regulations shall apply.

Grocery goods contracts4. (1) A relevant grocery goods undertaking shall ensure that all of the terms

and conditions of a grocery goods contract to which it is a party, are expressedin clear understandable language and recorded in writing.

(2) A copy of a contract referred to in paragraph (1) shall be signed andretained by the supplier and the relevant grocery goods undertaking.

Variation, termination or renewal of grocery goods contracts5. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

not vary, terminate or renew a grocery goods contract.

(2) Paragraph (1) shall not apply where—

(a) the contract makes express provision for such variation, terminationor renewal or agreed circumstances in which such variation, termin-ation or renewal may occur, and

(b) the contract specifies the period of written notice to be given prior tothe variation, termination or renewal of the contract.

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(3) The period of notice in relation to the variation, termination or renewalof the contract to be given by a relevant grocery goods undertaking in accord-ance with paragraph (2) shall be reasonable, having regard to all the circum-stances of the contract, including:

(a) the duration of the contract;

(b) the frequency with which the relevant grocery goods undertakingplaces orders;

(c) the characteristics of the grocery goods, including their durability, sea-sonality and the external factors affecting their production;

(d) in the case of a significant variation to previously agreed arrangementsin relation to the supply or delivery of grocery goods, the value ofany order for grocery goods affected by the variation in supply ordelivery arrangements requested by the relevant grocery goods under-taking relative to the annual turnover of the supplier concerned.

(4) For the purposes of this Regulation, “variation” includes variation in thefrequency, timing or volume of the supply or delivery of grocery goods.

Goods or services from third party6. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

not require a supplier to obtain goods or services from a third party from whomthe undertaking receives payment for the arrangement.

(2) Paragraph (1) shall not apply where-

(a) the supplier’s source for the goods or services fails to meet reasonablequality standards laid down for the goods or services by the relevantgrocery goods undertaking, or

(b) the undertaking who provides the goods or services to the suppliercharges more for the goods or services than is charged for the supplyof an equivalent quality and quantity of goods or services by the thirdparty proposed by the relevant grocery goods undertaking.

Non-performance due to factors beyond reasonable control of party to contract7. (1) A party to a grocery goods contract shall not be liable for a delay or

failure to perform the contract concerned resulting from circumstances beyondthe reasonable control of the party concerned.

(2) A party affected by circumstances referred to in paragraph (1) shall notify,in accordance with the terms specified in the contract, the other party of—

(a) the specific circumstances which caused the delay or failure in theperformance of the contract,

(b) the date and time in relation to which the circumstances causing thedelay or failure in the performance arose, and

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(c) where applicable, the date and time in relation to which the circum-stances causing the delay or failure of the performance of the con-tract ceased.

(3) Where the circumstances referred to in paragraph (1) continue for a speci-fied continuous period as provided for in the grocery goods contract, eitherparty may terminate the grocery goods contract by written notice in accordancewith the terms specified in the contract.

Forecasts of supply of grocery goods8. (1) A relevant grocery goods undertaking shall, at the request of a supplier

and following consultation with the supplier as to the basis of its preparation,prepare in good faith and with due skill, care and diligence, a forecast of grocerygoods required by the relevant grocery goods undertaking in respect of a speci-fied period.

(2) The relevant grocery goods undertaking shall forward the supplier a copyof the forecast prepared under paragraph (1) together with confirmation in writ-ing of the basis on which it was prepared.

Payment from supplier as a condition of stocking, displaying or listing9. (1) A relevant grocery goods undertaking shall not seek payment from a

supplier as a condition of stocking, displaying or listing that supplier’s grocerygoods unless such payment is based on an objective and reasonable estimateof the cost to the undertaking of stocking, displaying or listing those grocerygoods, and—

(a) in the case of the supply of grocery goods from a supplier to an indi-vidual store of a relevant grocery goods undertaking, payment issought from the supplier in respect of grocery goods which have notbeen stocked, displayed or listed in that store in the previous year, or

(b) in the case of the supply of grocery goods from a supplier to multiplestores of a relevant grocery goods undertaking, payment is soughtfrom the supplier in respect of grocery goods from that supplier thathave not been stocked, displayed or listed in at least 25 per cent ofthose stores in the previous year.

(2) Where a relevant grocery goods undertaking seeks payment from a sup-plier in accordance with this Regulation, it shall, on request from the supplier,provide the supplier with—

(a) an estimate of the cost of stocking, displaying or listing the grocerygoods, and

(b) the basis on which this estimate has been prepared.

(3) This Regulation shall not apply to payments made in respect of apromotion.

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Payment terms and conditions10. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

pay a supplier for any grocery goods supplied to that undertaking—

(a) within 30 days of the date of receipt of the invoice for the grocerygoods, or

(b) within 30 days of the date of delivery of the grocery goods,

whichever is the later.

(2) Paragraph (1) shall not apply where the contract makes express provisionfor a different timeframe in respect of payments.

(3) This Regulation is subject to the provisions of the European Communities(Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of2012).

Promotions11. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

not, either directly or indirectly, compel a supplier to make a payment or grantany allowance in respect of a promotion of the grocery goods of that supplierin the premises of the relevant grocery goods undertaking.

(2) Paragraph (1) shall not apply where the contract makes express provisionfor the making of a payment or granting of an allowance.

(3) A relevant grocery goods undertaking shall give written notice to the sup-plier in accordance with the terms of the contract prior to a promotion, whichnotice shall specify—

(a) the duration of the promotion,

(b) the frequency of the promotion, and

(c) the quantity of grocery goods to be ordered for the promotion includ-ing the basis for such quantity.

(4) Where a relevant grocery goods undertaking seeks payment from a sup-plier in accordance with this Regulation, it shall, on request from the supplier,provide the supplier with its estimate of the cost of the promotion and the basison which this estimate has been prepared.

Payment for marketing costs12. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

not seek payment from a supplier for marketing costs.


(a) the grocery goods contract makes express provision for such payment,

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(b) the payment is based on an objective and reasonable estimate of themarketing costs, and

(c) the payment is sought in accordance with the contract.

(3) Where a relevant grocery goods undertaking seeks payment from a sup-plier in accordance with this Regulation, it shall, on request from the supplier,provide the supplier with an estimate of the marketing costs and the basis onwhich the estimate has been prepared.

(4) This Regulation shall not apply to payments made in respect of apromotion.

Payment for retention, increased allocation or better positioning of shelf space13. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

not, either directly or indirectly, compel a supplier to make a payment or grantany allowance for the retention, increased allocation or better positioning ofshelf space for the grocery goods of the supplier.

(2) Paragraph (1) shall not apply where the grocery goods contract makesexpress provision for such payment or allowance, and the payment or allowanceis sought in accordance with the contract.

(3) This Regulation shall not apply to a payment or allowance made orgranted in respect of a promotion.

Payment for advertising or display of grocery goods14. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

not, either directly or indirectly, compel a supplier to make any payment orgrant any allowance for the advertising or display of the grocery goods of thesupplier in the premises of the relevant grocery goods undertaking.

(2) Paragraph (1) shall not apply to payments made in respect of a promotion.

Payment for wastage15. (1) Subject to paragraph (2), a relevant grocery goods undertaking shall

not seek payment from a supplier for wastage occurring at the premises of theundertaking.

(2) Paragraph (1) shall not apply where:

(a) the grocery goods contract makes express provision for such payment;

(b) the grocery goods contract makes express provision for an agreedaverage wastage cost;

(c) the grocery goods contract makes express provision for the circum-stances, where wastage arises from the negligence or fault of the sup-plier, in which the supplier will be required to make payments tocover wastage of the supplier’s goods at premises of the relevant groc-ery goods undertaking;

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(d) the payment is sought in accordance with the contract;

(e) the payment is based on an objective and reasonable estimate of thecost of the wastage to the undertaking.

(3) Where a relevant grocery goods undertaking seeks payment from a sup-plier in accordance with this Regulation, it shall, on request from the supplier,provide the supplier with its estimate of the cost for wastage and the basis onwhich this estimate has been prepared.

Payment for shrinkage16. (1) Subject to paragraphs (2) and (4), a relevant grocery goods under-

taking shall not seek payment from a supplier for shrinkage.


(a) the grocery goods contract makes express provision for such payment,

(b) the payment is sought in accordance with the contract, and

(c) the payment is based on an objective and reasonable estimate of thecost of the shrinkage to the undertaking.

(3) Where a relevant grocery goods undertaking seeks payment from a sup-plier in accordance with this Regulation, it shall, on request from the supplier,provide the supplier with its estimate of the cost for shrinkage and the basis onwhich this estimate has been prepared.

(4) This Regulation shall not apply to a relevant grocery goods undertakingengaged in the wholesale of grocery goods.

PART 3

COMPLIANCE REQUIREMENTS FOR RELEVANT GROCERYGOODS UNDERTAKINGS

Designation and training of staff17. (1) A relevant grocery goods undertaking shall, as soon as practicable

after the commencement of these Regulations (but not later than 3 months aftersuch commencement), designate and train appropriate members of its staff tobe responsible—

(a) for compliance with these Regulations, and

(b) for the dissemination of information in relation to the implementationof the Regulations to other staff in the undertaking.

(2) A relevant grocery goods undertaking shall nominate a suitably qualifiedstaff member designated under paragraph (1), (in this Regulation referred to asa “liaison officer”) to liaise with the Commission in relation to theseRegulations.

[35] 11

(3) A relevant grocery goods undertaking shall, as soon as practicable afterthe nomination of a liaison officer (and any replacement liaison officer), confirmhis or her name, position and contact details to the Commission.

Annual compliance report18. (1) Subject to paragraph (4), a relevant grocery goods undertaking shall,

as soon as practicable, but not later than 31 March each year, submit a report(in these Regulations referred to as an “annual compliance report”) to the Com-mission detailing the undertaking’s compliance with these Regulations.

(2) The annual compliance report shall—

(a) be signed by a director of, or secretary to, the relevant grocery goodsundertaking, and

(b) be submitted in such form and manner as may be specified by theCommission.

(3) The annual compliance report shall include—

(a) a detailed and accurate account of the relevant grocery goods under-taking’s compliance with the requirements of these Regulations,including where a breach or alleged breach of these Regulations hasbeen identified by, or notified to, the undertaking, and the steps takento rectify it,

(b) the name, position and contact details of the staff of the undertakingdesignated under Regulation 17 for the period of the annual com-pliance report,

(c) details of the training of staff undertaken in accordance with Regu-lation 17, including the number, position and location of staff trained,the person or persons undertaking such training, the nature of thetraining and the frequency of both new and refresher trainingundertaken,

(d) the dissemination in accordance with Regulation 17 of information onthe implementation of these Regulations to staff of the relevant groc-ery goods undertaking, including the nature, format and frequency ofthe dissemination of such information, and

(e) the names and addresses of all suppliers with whom the relevant groc-ery goods undertaking entered into, renewed or terminated contractsduring the period covered by the annual compliance report.

(4) Notwithstanding paragraph (1), the first annual compliance report of arelevant grocery goods undertaking shall cover the period from 30 April 2016up to, and including, 31 December 2016.

12 [35]

Maintenance of records19. (1) A relevant grocery goods undertaking shall maintain copies of the

following documents and records for inspection by the Commission:

(a) contracts between the relevant grocery goods undertaking and its sup-pliers (including a contract varied, terminated or renewed in accord-ance with its terms);

(b) records of payments made by the relevant grocery goods undertakingto its suppliers including invoices, receipts, rebates, discounts, bankstatements, electronic fund transfers and cheques;

(c) records of payments made by a supplier to the relevant grocery goodsundertaking including invoices, receipts, rebates, discounts, bankstatements, electronic fund transfers and cheques;

(d) records of forecasts and estimates provided to suppliers by the rel-evant grocery goods undertaking under Regulations 8, 9, 11, 12, 15and 16;

(e) the names and addresses of each supplier with whom the relevantgrocery goods undertaking entered into, renewed or terminated acontract;

(f) records of training and dissemination of information provided by therelevant grocery goods undertaking under Regulation 17;

(g) records of the board of directors of the relevant grocery goodsundertaking;

(h) records used in the preparation and submission of annual com-pliance reports.

(2) The documents and records referred to in paragraph (1) shall be retainedby a relevant grocery goods undertaking for a period of 6 years after the end ofthe financial year in relation to which the information, documents or recordsrelate.

PART 4

ENFORCEMENT

Penal provisions20. The following Regulations are declared to be penal provisions for the

purposes of Chapter 5 (inserted by section 83 of the Competition and ConsumerProtection Act of 2014 (No. 29 of 2014)) of Part 3 of the Consumer ProtectionAct of 2007 (No. 19 of 2007):

(a) Regulation 4(1) and 4(2);

(b) Regulation 5(1) and 5(3);

[35] 13

(c) Regulation 6(1);

(d) Regulation 7(2);

(e) Regulation 8(1) and 8(2);

(f) Regulation 9(1) and 9(2);

(g) Regulation 10(1);

(h) Regulation 11(1), 11(3) and 11(4);

(i) Regulation 12(1) and 12(3);

(j) Regulation 13(1);

(k) Regulation 14(1);

(l) Regulation 15(1) and 15(3);

(m) Regulation 16(1) and 16(3);

(n) Regulation 17;

(o) Regulation 18;

(p) Regulation 19.

GIVEN under my Official Seal,27 January 2016.

RICHARD BRUTON,Minister for Jobs, Enterprise and Innovation.

14 [35]

EXPLANATORY NOTE

(This note is not part of the Instrument and does not purport to be a legalinterpretation.)

This Statutory Instrument introduces regulations governing certain practicesin the commercial relationship between suppliers and retailers/wholesalers relat-ing to the supply of food and drink and sets out the compliance requirementson retailers/wholesalers in that regard.

BAILE ÁTHA CLIATHARNA FHOILSIÚ AG OIFIG AN tSOLÁTHAIR

Le ceannach díreach óFOILSEACHÁIN RIALTAIS,

52 FAICHE STIABHNA, BAILE ÁTHA CLIATH 2(Teil: 01 - 6476834 nó 1890 213434; Fax: 01 - 6476843)

nó trí aon díoltóir leabhar.

——————

DUBLINPUBLISHED BY THE STATIONERY OFFICE

To be purchased fromGOVERNMENT PUBLICATIONS,

52 ST. STEPHEN'S GREEN, DUBLIN 2.(Tel: 01 - 6476834 or 1890 213434; Fax: 01 - 6476843)

or through any bookseller.

——————

€3.81

Wt. (B31829). 285. 1/16. Essentra. Gr 30-15.

1

CONSUMER PROTECTION ACT 2007 (GROCERY GOODS

UNDERTAKINGS) REGULATIONS 2016

S.I. NO. 35 OF 2016

GUIDELINES

18 March 2016

2

1. INTRODUCTION

1. The legal basis for these regulations is contained in the Competition and Consumer

Protection Act 2014, which came into force on 31 October 2014. Part 6 of that Act

(which inserted a new section into the Consumer Protection Act 2007) contains enabling

provisions which gives the Minister for Jobs, Enterprise and Innovation the power to

introduce regulations to regulate certain practices in the grocery goods sector. They do

not cover any other issues.

2. The Regulations are divided into four parts as follows:

1. Preliminary Matters;

2. Contracts between Suppliers and Retailer or wholesaler;

3. Compliance Requirements for Retailer or wholesalers;

4. Enforcement.

3. These Guidelines seek to provide information and guidance on the main provisions of the

Regulations. As the operation of the Regulations will inevitably give rise to further

practical issues, these Guidelines cannot be a final or definitive statement on the

Regulations.

4. These Guidelines have been compiled without prejudice to other legal provisions

covering contracts including the Declaration in respect of Vertical Agreements and

Concerted Practices and, more generally, under Section 4 of the Competition Act 2002.

5. Public enforcement of these Regulations lies with the Competition and Consumer

Protection Commission (CCPC), which is independent in the carrying out of its functions.

Further information will be made available from time to time on the CCPC’s website

www.ccpc.ie.

http://www.ccpc.ie/

3

2. SCOPE OF THE REGULATIONS

1. These Regulations only apply to sales of food and drink as defined in Section 63A(a)

of the Consumer Protection Act 2007 and do not apply to any other type of grocery

goods. In particular, they do not apply to toiletries, household cleaning products or

garden plants/bulbs (as defined in Section 63A(b), (c) and (d) of the 2007 Act) nor do

they apply to the supply of raw material in the agriculture sector to processors (for

instance supply of milk to creameries or animals or meat to processors) or animal feed.

2. The worldwide turnover threshold of €50 million applies to sales of food and drink

products generated by retailer or wholesalers operating in the State. The threshold will

not apply to turnover generated by the retailer or wholesaler for products other than

food and drink (as defined).

3. These Regulations only apply to direct suppliers (whether they are located within the

State or not) who have a contractual relationship with a retailer or wholesaler and not

to any other grocery goods undertakings as defined in Section 63A of the Consumer

Protection Act 2007 (e.g. they do not apply to the sale of food and drink by

wholesalers to retailers who are franchisees or part of a symbol group of that

wholesaler). It should be noted that retailers (who have an annual worldwide turnover

above the €50 million threshold and who are franchisees and belong to a symbol group

of such a wholesaler) will, if they enter into a grocery goods contracts with direct

suppliers in their own right, be subject to the application of the Regulations only in

respect of such grocery goods contracts.

4. The Regulations shall apply to contracts entered into on or after 30 April 2016 as well

as to contracts (which were entered into before that date) but which are renewed on or

after that date.

5. Both parties should conduct their trading relationships in good faith and in a fair, open

and transparent manner and to respect the terms and conditions of the agreed contracts.

6. Any term of a grocery goods contract which directly or indirectly contravenes, waives

or restricts a provision of the Regulations is not binding or enforceable.

7. For the purposes of these Regulations, the terms “payment” and “allowance” are

defined as follows:

“payment”: means any compensation, consideration, allowance or inducement in

any form (monetary or otherwise) and includes more favourable

contractual terms;

4

“allowance”: includes any discount, rebate, price concession or other advantage that

is collateral to a sale or purchase of grocery goods but is not applied

directly to the selling or purchasing price”.

5

GUIDANCE ON SPECIFIC PARTS OF THE REGULATIONS

PART 1 – PRELIMINARY MATTERS

Interpretation

For the purposes of these Regulations, “grocery goods” means any food or drink that is

intended to be sold for human consumption, including any substance or thing sold or

represented for use as food or drink for human consumption, anything sold or represented for

use as an additive, ingredient or processing aid in the preparation or production of food or

drink for human consumption (and that is intended to be sold by a retailer or wholesaler as

such an additive, ingredient or processing aid), and intoxicating liquors.

“Grocery goods” does not include food or drink served or supplied on the premises of a

retailer or wholesaler in the course of providing catering, restaurant or take-away services or

any similar hospitality services. Intoxicating liquors served or supplied for consumption on

the premises of a retailer or wholesaler are not covered either.

PART 2 –CONTRACTS BETWEEN SUPPLIERS AND RETAILER OR

WHOLESALERS

Regulation 4: Grocery goods contracts.

This Regulation requires retailer or wholesalers to have agreed written contracts with their

suppliers, which include all the terms and conditions of the agreed contract.

In this context:

This Regulation does not prescribe which party should draw up a contract or the format or

structure of any contract: this is a matter for both parties to agree.

This Regulation provides that both sides to the contract must sign and retain copies of the

contract (including electronically if appropriate).

This Regulation requires that clear understandable language is used in the contract, so that

there is no ambiguity around the terms of the contract for both parties and enforcement

bodies.

Both parties to the contract should have an opportunity to carefully examine the terms and

conditions of any contract drawn up before entering into an agreement.

Parties should also consider the option of taking legal advice where they have any doubts

concerning a contract or its contents.

6

The term “in writing” includes e-mails, electronic format, etc. and refers to any

information kept in a non-legible form, whether stored electronically or otherwise, which

is capable by any means of being reproduced in a legible form. In this context, the terms

of the Electronic Commerce Act 2010 and section5 (4) of the Interpretation Act 2005 are

relevant.

Regulation 5: Variation, etc. of grocery goods contracts.

This Regulation prohibits a retailer or wholesaler from varying, terminating or renewing a

contract with a supplier unless the contract expressly provides for such variation, termination

or renewal or agreed circumstances when such variation, termination or renewal can occur.

Thus, unilateral retrospective variations are not permitted. In addition, the agreed contract

must specify the period of written notice that must be given prior to any such variation,

termination or renewal. The period of such notice will be reasonable and have regards to all

the circumstances of the contract, including:

the duration of the contract;

the frequency with which orders are placed by the retailer or wholesaler for the

grocery goods concerned;

the characteristics of the grocery goods concerned including the durability,

seasonality and external factors affecting their production; and

the value of any order relative to the annual turnover of the supplier in question.

The term “variation” includes variation in the frequency, timing or volume of the supply or

delivery of the grocery goods.

All such variations, etc. should be recorded in writing in the contract in accordance with

Regulation 4.

Regulation 6: Goods or services from a third party.

This Regulation prohibits a retailer or wholesaler from compelling (either directly or

indirectly) a supplier to obtain goods or services from a third party from whom the retailer or

wholesaler receives payment for this arrangement. This prohibition does not apply where the

supplier’s source for those goods or services:

fails to meet the reasonable quality standards laid down by that retailer or wholesaler

for the supply of such goods or services; or

charges more than is charged for the supply of an equivalent quality and quantity of

goods or services by the third party proposed by the retailer or wholesaler.

7

Regulation 7: Non-performance due to factors beyond reasonable control of party to

contract.

This Regulation deals with “force majeure” situations. While no single legal definition of

“force majeure” exists, the Regulation provides that neither party to a contract should have

any liability under or be deemed to be in breach of the contract as a result of any delays or

failures in performance which result from circumstances beyond the party’s reasonable

control. This Regulation provides that the contract contains provisions setting out how the

party affected by the specific circumstances should promptly notify the other party in writing

what those circumstances are, when such circumstances cause a delay or failure in

performance and when they cease to do so. If the issue persists, the Regulations provide for

the circumstances whereby the contract may be terminated, including a requirement for

written notice to be given in accordance with the terms of the contract.

Parties are encouraged to agree in advance, for inclusion in the agreed written contract,

details of the “specified continuous period” and the “written notice” period foreseen by

Regulation 7(3).

Regulation 8: Forecast of supply of grocery goods.

This Regulation obliges a retailer or wholesaler, if requested to do so by a supplier, a forecast

of the goods required by the retailer or wholesaler from the supplier: in preparing this

forecast, the Regulation provides that the retailer or wholesaler must, at the request of the

supplier:

consult with the supplier as to the basis on which the forecast will be prepared;

prepare the forecast in good faith and with due skill, care and diligence; and

forward to the supplier a copy of the forecast together with confirmation in writing of

the basis on which it has been prepared.

Regulation 9: Payment from a supplier.

This Regulation provides that a retailer or wholesaler shall not seek payment from a supplier

as a condition of stocking, displaying or listing the supplier’s grocery goods unless the

payment is based on an objective and reasonable estimate of the cost of stocking, displaying

or listing those grocery goods, including different considerations when dealing with an

individual store or a multiple of stores in the retailer or wholesaler’s chain of stores. If any

such payment is requested by the retailer or wholesaler, then the retailer or wholesaler is

obliged, if requested by the supplier, to provide the supplier with an estimate of the cost of

stocking, displaying or listing the supplier’s grocery goods and the basis for that estimate.

8

This Regulation also provides that these provisions do not apply to promotions (which are

covered in Regulation 11).

Regulation 10: Payment terms and conditions.

This Regulation provides that the retailer or wholesaler shall pay the supplier within 30 days

of the receipt of the supplier’s invoice or within 30 days of the date of delivery of the goods

(whichever is the later) unless the parties make express provision for a different timeframe

for payments in their grocery goods contract.

Parties are, of course, free to pay or receive payments for invoices in batches once this is

incorporated into the contract once the provisions of the Regulation are respected. Where a

query emerges on an invoice relating to an individual grocery good or a set of grocery goods,

it is expected that other invoices that are not subject to such queries would be paid in

accordance with these Regulations without awaiting resolution of the queries.

This Regulation is subject to the provisions of the European Communities (Late Payment in

Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012) which should be

carefully examined by all parties. In this context, any agreed payment to a retailer or

wholesaler by a supplier will also be subject to the provisions of S.I. No. 580 of 2012.

Regulation 11: Promotions.


indirectly) a supplier to make any payment in respect of the promotion of the supplier’s

grocery goods in the retailer’s or wholesaler’s premises. This prohibition does not apply

where the agreed contract between the two parties makes express provision for such

payments. The Regulations further provide that prior to a promotion the retailer or wholesaler

must give written notice (provided for in the contract) to the supplier specifying certain

features of the promotions as follows:

the duration of the promotion;

the frequency of the promotion;

the quantity of grocery goods to be ordered for the promotion; and

the basis for the aforementioned quantity.

If any such payment is requested by the retailer or wholesaler, then the retailer or wholesaler

is obliged, if requested by the supplier, to provide the supplier with an estimate of the cost of

the promotion and the basis for that estimate.

9

Regulation 12: Payment for marketing costs


for marketing costs. This prohibition does not apply where the agreed contract between the

two parties:

makes express provision for such payments;

the payment is based on an objective and reasonable estimates of the marketing costs;

and

any payment sought is in accordance with the agreed contract.


is obliged, if requested by the supplier, to provide the supplier with an estimate of marketing

costs and the basis for that estimate. This Regulation also provides that these provisions do

not apply to promotions (which are covered in Regulation 11).

For the purposes of this Regulation, marketing costs include costs relating to:

visits by a retailer or wholesaler or their staff or representatives directly involved in

the purchase of grocery goods to a supplier;

artwork or packaging design;

consumer or marketing research;

marketing in relation to the opening or refurbishment of a retail or wholesale

premises, and

hospitality for the staff or representatives of a retailer or wholesaler.

Regulation 13: Payment for retention, increased allocation or better positioning of shelf

space.


indirectly) a supplier to make any payment for the retention, increased allocation or better

positioning of shelf space for the supplier’s grocery goods. This prohibition does not apply

where the agreed contract between the two parties:

makes express provision for such payments; and

any payment sought is in accordance with the agreed contract.



10

Regulation 14: Payment for advertising or display of grocery goods.


indirectly) a supplier to make any payment for the advertising or display of grocery goods of

the supplier in the retailer’s or wholesaler’s premises.



Regulation 15: Payment for wastage.


for wastage. This prohibition does not apply where:

the agreed contract between the two parties makes express provision for such

payments;

the agreed contract makes express provision for an agreed average wastage cost;

the grocery goods contract makes express provision for the circumstances, where

wastage arises from the negligence or fault of the supplier, in which the supplier will

be required to make a payment to cover wastage at the retailer’s or wholesaler’s

premises;

any payment sought is in accordance with the agreed contract;

the payment is based on an objective and reasonable estimates of the costs of the

wastage to the retailer or wholesaler.

These conditions are not cumulative.


is obliged, if requested by the supplier, to provide the supplier with an estimate of the cost of

the wastage and the basis for that estimate.

For the purpose of this Regulation, “wastage” is taken to refer to grocery goods that become

unfit for sale after their delivery by a supplier to a retailer or wholesaler. Thus, wastage that

occurs before delivery by a supplier to a retailer or wholesaler is not covered by these

Regulations.

Regulation 16: Payment for shrinkage

This Regulation provides that a retailer shall not seek payment from a supplier for shrinkage.

This prohibition does not apply where:

the agreed contract between the two parties makes express provision for such

payments;

11

any payment sought is in accordance with the agreed contract; and

the payment is based on an objective and reasonable estimate of the costs of the

shrinkage to the retailer.

If any such payment is requested by the retailer, then the retailer is obliged, if requested by

the supplier, to provide the supplier with an estimate of the cost of the shrinkage and the basis

for that estimate.

For the purpose of this Regulation, “shrinkage” is taken to refer to losses that occur as a result

of theft, loss or accounting error, after goods are delivered by a supplier to a retailer’s

premises.

This Regulation only applies to retailers, given the definition of “shrinkage” in the Consumer

Protection Act 2007.

PART 3 – COMPLIANCE REQUIREMENTS FOR RETAILER OR WHOLESALERS

Regulation 17: Designation and training of staff.

This Regulation sets out the requirements that must be undertaken by a retailer or wholesaler

in the area of designating and training staff to be responsible for complying with the

Regulations and for the dissemination of information to other staff in relation to the

implementation of the Regulations. It also obliges the retailer or wholesaler to nominate a

suitably qualified person to liaise with the Competition and Consumer Protection

Commission (CCPC) in relation to the Regulations. In this context, this suitable qualified

person should preferably be, from the angle of good business practice, independent of the

purchasing role within the retailer’s or wholesaler’s business (viz. not directly involved in

purchasing) and should also preferably be someone who holds a more general compliance

role within the business. Engagement of a new additional staff member for this role is not

required under the Regulation unless the retailer or wholesaler deems it appropriate for its

own internal reasons. The Regulations do not preclude a retailer or wholesaler from

appointing one person to be responsible for both the training of staff and to be the nominated

liaison person for the CCPC: it is also not precluded that such a person can be based at the

location of a parent company. In fulfilling their roles in training staff, retailers and

wholesalers are not precluded from engaging external third party assistance or appointing a

suitable third party provider of such training, provided that the relevant records are retained

to ensure that the provisions of Regulations 18 and 19 are respected. The retailer or

wholesaler must inform the CCPC of the name, etc. of this person as soon as practicable after

their nomination after the entry into force of the Regulations for the first such nominated

person.

12

Regulation 18: Annual compliance report.

This Regulation obliges retailers or wholesalers to submit annual compliance reports to the

CCPC by the end of March each year in a format and manner specified in advance by the

CCPC. This report has to be signed by a director of the retailer or wholesaler or secretary to

the retailer or wholesaler. The Regulation also sets out the specific information that must be

included in the report. The first such report will cover the period 30 April – 31 December

2016: thereafter, the reports will cover the relevant calendar year (e.g. for 2017, the period to

be covered will be 1 January – 31 December 2017).

Regulation 19: Maintenance of records.

This Regulation specifies the documents and records which a retailer or wholesaler must

retain for a period of 6 years after the end of the financial year to which they relate.

While there is no legal obligation on suppliers to maintain such records, it would appear

prudent for suppliers to maintain a similar suite of records in the event that disputes or

concerns arise.

PART 4 - ENFORCEMENT

Regulation 20: Penal provisions.

This Regulation sets out the provisions of the overall Regulations that will be treated as penal

provisions for enforcement purposes. Breach of the cited provisions (including failure to

comply with any contravention notice issued by the CCPC under the Consumer Protection

Act 2007) may result in prosecution, either by summary or indictment with potential penalties

as follows:

(1) A person guilty of an offence is liable on summary conviction to the following

fines and penalties:

(a) on a first summary conviction for any such offence, to a fine not exceeding €3,000

or imprisonment for a term not exceeding 6 months or both;

(b) on any subsequent summary conviction for the same offence to a fine not

exceeding €5,000 or imprisonment for a term not exceeding 12 months or both.

(2) If, after being convicted of an offence, the person referred to in subsection (1)

continues to contravene the requirement or prohibition to which the offence relates,

the person is guilty of a further offence on each day that the contravention continues

and for each such offence is liable on summary conviction to a fine not exceeding

€500.

13

(3) A person guilty of an offence is liable on conviction on indictment to the

following fines and penalties:

(a) on a first conviction on indictment for any such offence, to a fine not exceeding

€60,000 or imprisonment for a term not exceeding 18 months or both;

(b) on any subsequent conviction on indictment for the same offence to a fine not

exceeding €100,000 or imprisonment for a term not exceeding 24 months or both.

The Act also provides anyone who is aggrieved by the failure of a retailer or wholesaler to

comply with any regulations or with any compliance notice issued under the relevant Section

of the Act, shall have the right of action for relief against that retailer or wholesaler in the

Circuit Court (any such relief, including exemplary damages, not being in excess of the limits

of the jurisdiction of the Circuit Court in an action founded on tort).

Finally, the Act also provides that, where a Court has made a final finding in a particular case

under these Regulations, that finding is res judicata for the purpose of subsequent

proceedings whether or not the parties to those subsequent proceedings are the same as the

parties to the first mentioned proceedings. Private litigant, relying on this legal doctrine, will

not be required to prove the contravention of the relevant provisions afresh in a follow-on

action in respect of the same contravention. Rather he or she will be able to rely on that

earlier finding for the purpose of an action for damages.


19

Annex 3: Query Tracker

INFORMATION ON QUERIES RAISED BY SUPPLIERS AND HOW THEY WERE RESOLVED

8 This will be the later of (1) the date on which matter confirmed as resolved or (2) the date on which the supplier receives any payment made.

Summary of the issue/ actual breach

(including supplier name, whether written or

verbal allegation; products involved and whether

branded or own-label ; brief outline of facts.)

Regulation at

issue

Details of outcome

(e.g. within or outside

scope of Grocery

Regulations or withdrawn

by supplier)

Action taken by retailer to rectify

issue and avoid a recurrence

Level query

started at

(and date)

Level query

resolved at

(and date)8

Category &

Product

contacts;

lawyer

advising

Documents

Grocery Regulations COMPLIANCE POLICY - Our Tesco...training for all relevant colleagues within one month of joining Tesco or taking up a new role and mandatory refresher training