We believe in transparency and accountability. That's why we are proud to offer our disclosure statements on a landing page that is easily accessible to everyone.

We understand the importance of making these types of documents available to our stakeholders, whether they are investors, customers, or employees.

Our disclosure statements cover a range of topics, including financial information, governance and leadership, and environmental, social, and governance (ESG) issues. We are committed to following best practices and ensuring that our stakeholders have the information they need to make informed decisions.


As a leading player in the industry, we fully recognize our responsibility to operate within the spirit and letter of the law and to maintain high ethical standards wherever we conduct business. Cenveo does not condone or tolerate efforts or activities to achieve results through illegal or unethical dealings anywhere in the world.

Cenveo's suppliers know that Cenveo is concerned not only with results, but also with how those results are achieved. We expect all of our suppliers to conduct their businesses with the same high standards. We will actively seek business relationships with suppliers who share our values and promote the application of these high standards among those with whom they do business.

The State of California Transparency in Supply Chains Act of 2010 (the "Act") requires that manufacturers and retailers disclose their efforts to eradicate slavery and human trafficking from the supply chain. The steps below describe Cenveo's efforts to comply with the Act (the numbered bolded topics are directly from the Act):

Engages in verification of product supply chains to evaluate and address risks of human trafficking and slavery. The disclosure shall specify if the verification was not conducted by a third party.

Cenveo is currently developing a protocol to evaluate our suppliers and identify high-risk suppliers on a number of parameters including known risks and country location. Forced and child labor is included in the known-risk category, and we will use the U.S. Department of Labor's Bureau of International Labor Affairs ("ILAB") "List of Goods and Countries" as an aid in the evaluations.
Conducts audits of suppliers to evaluate supplier compliance with company standards for trafficking and slavery in supply chains. The disclosure shall specify if the verification was not an independent, unannounced audit.

Cenveo is currently evaluating a procedure to audit suppliers to ensure compliance with Company standards for trafficking and slavery in supply chains.

Requires direct suppliers to certify that materials incorporated into the product comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business.

As a standard, Cenveo seeks to include in its purchasing contracts language mandating that suppliers be in full compliance with all applicable governmental, legal, regulatory, and professional requirements. Suppliers will also be required to comply with Cenveo's forthcoming prohibition on employing children, prison labor, indentured labor, bonded labor, and using corporal punishment or other forms of mental and physical coercion as a form of discipline.

Cenveo has a number of print facilities that have Chain of Custody certification under the Forest Stewardship Council™(“FSC®"), which monitors the legal status of products in the supply chain and the conditions of workers. We will continue to aggressively pursue certification of additional facilities.

Maintains internal accountability standards and procedures for employees or contractors failing to meet company standards regarding slavery and trafficking.

All Cenveo employees are required to comply with the Code of Business Conduct and Ethics. Cenveo is currently revising the Code of Business Conduct and Ethics to state specifically that Cenveo does not condone the unlawful use of child, prison, indentured or bonded labor, or using corporal punishment or other forms of mental and physical coercion as a form of discipline.

All new Cenveo employees must acknowledge receipt of and their responsibility to read and abide by the Code of Business Conduct and Ethics. As well, in the event of any substantive changes to the Code of Business Conduct and Ethics, each employee must acknowledge receipt of and each one's responsibility to read and abide by the Code of Business Conduct and Ethics. Furthermore, each year select Cenveo employees must acknowledge receipt of and each one's responsibility to read and abide by the Code of Business Conduct and Ethics. Our company investigates all allegations of non-compliance. If allegations are substantiated they are addressed as appropriate.

Provides company employees and management, who have direct responsibility for supply chain management, training on human trafficking and slavery, particularly with respect to mitigating risks within the supply chains of products.

Cenveo has and will continue to provide employees and management with specific training related to identifying and reporting human trafficking and slavery for those employees and contractors linked directly to supply chain management. Cenveo expects all employees to comply with all applicable laws and regulations in the conduct of our business activities. This extends to laws regarding slavery or human trafficking in the countries in which we do business.

Please send an email to info@cenveo.com if you have any questions or need additional information.

Cenveo Worldwide Limited, together with its subsidiaries (collectively "Cenveo"), is committed to providing the highest quality of service while at the same time utilizing responsible procurement practices. Cenveo is working with its suppliers to boost supply chain transparency and to ensure that it operates, among other things, pursuant to the requirements of the applicable sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010 (the "Dodd-Frank Act"). As well, Cenveo continues to update its internal systems and processes to reflect the requirements of the Dodd-Frank Act and refined assessment protocols. This enables Cenveo to determine with a high degree of confidence whether Conflict Minerals are present in any of its products because they are necessary for the production or the functionality of any of Cenveo's products, and whether any Conflict Minerals that are in Cenveo's products are sourced from the Democratic Republic of Congo ("DRC") or an adjoining country (together with the DRC the "Covered Countries"). Cenveo intends that its internal systems and processes will allow Cenveo to determine with a high degree of confidence that its suppliers are providing Cenveo with conflict free minerals at all times. 

Cenveo operates with high ethical standards, and its management expects all of Cenveo’s suppliers to conduct their businesses with the same high standards. Cenveo's purchasing department will actively seek business relationships with suppliers who share Cenveo’s values and promote the application of these high standards among those with whom it does business. 

 By enacting Section 1502 of the Dodd-Frank Act, the U.S. Congress endeavored to end human rights abuses in the Covered Countries. See the Final Rule (with comments) at the following website: www.sec.gov/rules/final/2012/34-67716.pdf, pages 7-9.

The Dodd-Frank Act includes requirements that certain companies report to the U.S. Securities and Exchange Commission ("SEC") on the use and origin of "Conflict Minerals" or their derivatives, and on the due diligence used in making that determination. See Final Rule at pages 10-11. 

There are currently four Conflict Minerals. See Final Rule at pages 6-7. Conflict Minerals sourced from the Covered Countries are referred to as "DRC Conflict Minerals." 

On August 22, 2012, the SEC adopted the Final Rule on Conflict Minerals pursuant to the Dodd-Frank Act Section 1502. The Final Rule applies to companies that file reports with the SEC under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934. 

The first reports to the SEC were due May 31, 2014 (extended to June 2, 2014 because May 31 fell on a Saturday) for the calendar year ending December 31, 2013, and reports are due annually on May 31 every year thereafter. 

Cenveo is not a publicly traded company that must report to the SEC; however, Cenveo’s management understands the importance of the human rights issues targeted by the Dodd-Frank Act and remains committed to engaging in responsible sourcing practices, for Cenveo’s own purposes and to facilitate its customers' efforts to comply with the SEC disclosure requirements. 

Cenveo will perform due diligence regarding the presence of Conflict Minerals that are necessary to the functionality or production of its products. More specifically, Cenveo will perform due diligence on the source and chain of custody of Conflict Minerals or their derivatives in all products manufactured at Cenveo facilities or for products that Cenveo contracts to have others manufacture for Cenveo. This investigation/analysis is largely fact specific and requires the collection of information from suppliers, including those who, like Cenveo, may not be subject to the Dodd-Frank Act. See the OECD Guidance for an in-depth review of appropriate due diligence at www.oecd.org/daf/inv/mne/mining.htm. 

Cenveo's suppliers have been notified of the need for them to provide accurate information to Cenveo as to the origin of any Conflict Mineral that is needed for the production or functionality of any of the suppliers' products sold to Cenveo. Cenveo has created an initial questionnaire, which is designed to help it understand the use, if any, of Conflict Minerals in the products that Cenveo purchases from its suppliers. Moreover, Cenveo has made its suppliers aware of the ongoing need to: 

(a) perform due diligence on the source and chain of custody of Conflict Minerals or their derivatives in all products purchased from each such supplier; and (b) provide certain written representations and certifications to Cenveo with respect to the use of Conflict Minerals. 

It is Cenveo's expectation that if a supplier determines, after appropriate due diligence has been conducted, that none of the products supplied to Cenveo contain Conflict Minerals, or that no Conflict Mineral, if present, is necessary for the production or functionality of the product, the supplier should certify this information in writing, and describe, with some degree of specificity, the due diligence that the supplier has conducted that allows it to reach that conclusion. 

When one or more Conflict Minerals is necessary to the functionality or production of a product manufactured by a supplier and supplied to Cenveo, Cenveo has and will continue to request additional information from suppliers about the origin of Conflict Minerals in the products provided to Cenveo, e.g. chain of custody data and smelter data for the tin, tungsten, tantalum or gold in the products supplied to Cenveo. 

In addition, Cenveo has requested of a segment of its suppliers that they do not ship any materials or components containing DRC Conflict Minerals, to any Cenveo subsidiary or facility: 

(a) without first contacting the facility or corporate purchasing, disclosing that the products they propose to ship to Cenveo contain DRC Conflict Minerals; and (b) without obtaining express written authorization to ship any product containing one or more DRC Conflict Minerals to Cenveo. 

Rev Jan 2023

This transaction for the sale of goods and/or services (collectively, the “Product”) to buyer (“Customer”) is governed by Cenveo Worldwide Limited’s (“Cenveo”) Standard Terms and Conditions (“Terms”), notwithstanding any provisions submitted by Customer in Customer’s Purchase Order or other request (each an “Order”). Acceptance of Customer’s Order is expressly conditioned on Customer’s consent to these Terms. Further, Cenveo specifically rejects any different or additional terms and conditions in the Order, and neither Cenveo’s performance, or receipt and acceptance of payment, shall constitute an acceptance by Cenveo of any such different or additional terms and conditions. In the event there is a written agreement negotiated and signed by Customer and Cenveo that conflicts with the Terms set forth below, the terms of the written agreement shall control for such specific provisions in conflict.

1. PRODUCT; SPECIFICATIONS. Customer agrees to purchase such Product in accordance with these Terms. Cenveo shall submit an invoice upon shipment of the Product to Customer. Cenveo shall have the sole right to choose the suppliers from whom it purchases supplies and materials to be used in the performance of the Product provided for hereunder. Where applicable, exact duplication of colors of ink, paper and other materials is not guaranteed, but reasonable effort will be made to conform to the specifications provided by Customer. Unless otherwise specified, colors of ink used shall be Cenveo’s regular standard colors. Any change(s) Customer requests Cenveo to make that differ from or is in addition to the original specifications is an alteration. Charges for such alteration(s) shall be billed to Customer at Cenveo’s customary rates. Cenveo reserves the right to refuse to print, manufacture and/or otherwise produce any matter which, in its judgment, is unlawful, improper or in any way prejudicial to its interests.

2. TERMS OF PAYMENT; INVOICE DISPUTES; INSOLVENCY. Subject to credit approval, payment shall be net cash thirty (30) days from the invoice date. Past due invoices are subject to an interest charge of one and one-half percent (1 ½ %) per month (18% per annum), or the highest permissible rate under the applicable law, whichever is less. In addition, Customer shall reimburse Cenveo for collection expenses, costs and fees, including but not limited to reasonable attorneys' fees, to the extent permitted by law. Terms of payment shall be subject to change by Cenveo, up to and including the requirement of cash with the Order. Unless otherwise agreed in writing between Cenveo and Customer, payment is due in United States dollars. Cenveo’s acceptance of partial payment shall not constitute a waiver of Cenveo’s right to full payment. Notwithstanding the foregoing, if at any time and for any reason the financial responsibility of Customer shall become unsatisfactory to Cenveo, in Cenveo’s sole discretion, then Cenveo may require cash or satisfactory security on subsequent shipments or deliveries without impairing the obligation of Customer to take and pay for the quantity of Product ordered.

3. CANCELLATION. Cenveo may suspend or cancel any current or future Order for failure of Customer to comply with the provisions of these Terms or the Order, as applicable, or for failure to pay as agreed, provided such breach is not cured within thirty (30) days (or five (5) days for failure to pay as agreed), after written notice of such breach is provided to Customer. Notwithstanding the foregoing, Customer shall compensate Cenveo for any and all loss, including, without limitation, any invoiced amounts, finished goods, work-in-process, packaging, and the cost of any specially ordered materials and an amount for normal overhead and profit.

4. DELIVERY; TITLE. Unless otherwise specified in writing, the price quoted is F.O.B. shipping point. Title to the finished Product shall pass to Customer upon delivery of the finished Product to a common or contract carrier or to the U.S. Postal Service, F.O.B. Cenveo’s facility.

5. ACCEPTANCE AND WAIVER OF CLAIMS. Customer shall accept delivery of the Product if the delivery complies in all material respects with the specifications. All finished Product shall be deemed accepted by Customer within ten (10) days of delivery. All claims for alleged defects, damages, or shortages in the finished Product shall be deemed irrevocably waived unless Customer makes such claim in writing, along with samples demonstrating the complaint, within ten (10) days after delivery of the finished Product.




8. FORCE MAJEURE. Cenveo shall have no liability for delays in the performance, or nonperformance, of this transaction or the Product(s) furnished under these Terms occasioned by circumstances or causes beyond the reasonable control of Cenveo, including, without limitation, acts of God, requests, intervention or governmental (foreign or domestic) acts, laws, rules, orders and regulations (including, without limitation, priorities or restrictions effected pursuant to the provisions of emergency legislation by any governmental authority), global health conditions (including, but not limited to, any epidemic, pandemic or disease outbreak (including, but not limited to, COVID-19)), fires, floods, earthquakes or other natural disaster, accidents, war, terrorist events, labor trouble or shortage, civil unrest, insurrection or riots, sabotage, embargo, acts of the public enemy, shortage or inability to obtain (on terms deemed economically and commercially practicable by Cenveo) any materials (including, but not limited to, fuel, power, energy), equipment, transportation or shipping space, plant shut down, equipment breakdown, delays or failure of carriers, contractors or suppliers to provide services or supply materials to Cenveo on terms Cenveo deems economically and commercially practicable, or any other events or circumstances of like or unlike nature beyond Cenveo’s reasonable control, provided that Cenveo has taken reasonable measures to promptly notify Customer, in writing, of the delay or inability.

In addition, Cenveo will thereby be excused from such performance during the continuation of such period of delay or inability. During any period when Cenveo is unable to supply the ordered quantity of Product, whether caused by the circumstances above or  otherwise, Cenveo may, in its sole discretion, allocate any available resources, materials, goods, products and/or services among its customers and for its use in such manner and on such basis as Cenveo deems fair and reasonable, without liability to Customer. The foregoing provision shall in no event relieve Customer of its obligation to timely pay in-full invoices otherwise due.

9. SPECIALLY ORDERED PAPER OR MATERIALS. If Cenveo purchases paper or other specialty materials, including without limitation packaging, for a specific Customer or job, and such paper or materials are not used within forty-five (45) days of the receipt of the paper or materials by Cenveo, Cenveo may invoice the Customer for such paper or materials.

10. LIEN ON CUSTOMER PROPERTY. As security for payment of any sums due or to become due under these Terms, or any other agreement between Cenveo and Customer, Customer hereby grants to Cenveo a security interest in, a lien upon and the right to retain possession of, sell or use in any way all materials, paper and any other property owned by Customer and in Cenveo's possession and all work-in-process and/or undelivered finished Product.

11. MATERIALS FURNISHED BY CUSTOMER. Any materials furnished by Customer shall be packed properly and received by Cenveo in proper condition and form to meet the manufacturing standards of Cenveo. Additional costs incurred by Cenveo due to delays in production, damage to equipment or the necessity to correct, repair, replace, substitute, or remake such materials because of Customer's failure to meet such standards shall be charged to Customer. Cenveo assumes no responsibility for the condition or quality of materials supplied by Customer or for the color fidelity of a completed product made from film furnished by Customer.

12. USE OF ORDERING WEBSITE. Notwithstanding anything in these Terms to the contrary, Customer’s use of Cenveo’s ordering website shall be subject to and governed by the Terms of Use, set forth on Cenveo’s ordering website and as may be modified by Cenveo from time to time in its sole discretion.

13. SCHEDULING, PRICES AND PRICE ADJUSTMENTS. If preferential scheduling is required to meet deliveries, Cenveo shall have the right to adjust the prices or charge reasonable fees to reflect such scheduling. Prices quoted by Cenveo do not include tax or freight, unless specifically indicated. All prices are subject to current labor, transportation (including fuel surcharge, if applicable) and material costs, including, but not limited to postage, energy, freight and/or handling, and raw materials, including without limitation ink and paper, prices, and are subject to increase in the event of corresponding increases in any and all such prices. Manufacturing prices may be adjusted, as applicable.

14. PROOFS; PRODUCTION SCHEDULE. Orders submitted by Customer through Cenveo’s ordering website are deemed as approved by Customer with no additional proof required and Cenveo shall not be liable for errors if the work furnished under these Terms is printed in accordance therewith. Customer shall furnish and/or return promptly all copies, specifications, artwork, dummies, sketches, proof copies, and other materials necessary for the timely performance of Product by Cenveo. Customer's delay in furnishing or returning the items necessary for production may result in an extension of the scheduled delivery date and/or additional charges for the cost of preferential scheduling at overtime rates. Cenveo shall not be liable for any schedule change or delay caused thereby.

15. INDEMNITY. Customer shall indemnify and hold Cenveo harmless from and against any and all loss, liability, damages and expenses, including attorney’s fees and litigation costs, incurred in any claims in contract, tort or otherwise, whether statutory or common law, including but not limited to (i) claims arising out of Customer’s negligence, willful misconduct or breach in connection with its performance hereunder and/or (ii) any claims for libel, copyright infringement, plagiarism, unauthorized additions, omissions, or modifications and any other claims that any rights have been infringed by the content of the copy furnished to Cenveo by Customer, provided that such claims are not based on any unauthorized deletions, modifications or additions to such copy by Cenveo. Cenveo shall promptly notify Customer of any and all such claims, and shall afford Customer a reasonable opportunity to defend the same for and on behalf of Cenveo. Customer shall pay the cost of such defense, whether it shall be conducted by Customer or by Cenveo, provided that notice of suit and opportunity to defend shall have been given as aforesaid. If Customer elects to defend such suit, Cenveo may participate in such defense at its own discretion.

16. STORAGE AND INSURANCE. To the extent of its insurance coverage, Cenveo bears the risk of loss during the manufacturing process. The Customer bears the risk of loss for any Customer-furnished supplies and materials while they are in Cenveo’s possession before and after the manufacturing process. Except as noted below, the Customer bears the risk of loss or damage for all finished Product upon transfer of title. Customer acknowledges that it is responsible for all insurance on its materials in Cenveo’s possession, including sprinkler leakage insurance. If the Customer does not accept delivery of finished Product for more than thirty (30) days, Cenveo may assess storage charges. All Customer-owned property that is stored with Cenveo is stored at Customer's risk, and Customer is responsible for obtaining insurance thereon, and Cenveo shall not be liable for any loss or damage to such property other than willful destruction or damage caused by Cenveo. Cenveo shall not be liable for any loss or damage to Customer-owned property from any cause whatsoever left with Cenveo more than 30 days after Cenveo directs Customer to remove it.

17. TAXES. Appropriate state and local sales, use and other similar taxes, and any customs duties, excise tax, value added tax, processing tax or any levy or imposition which Cenveo now or hereafter will be required to pay to any authoritative governmental body as a result of these Terms, either on its own behalf or on behalf of Customer, will be added to all applicable invoices and Customer shall be responsible for reimbursement to Cenveo of any such invoices. Customer will be responsible for any personal property taxes imposed on all materials owned by Customer, including both inventory and finished goods, and held at Cenveo's plants or warehouses. If upon audit Cenveo is assessed additional taxes in connection with these Terms, Cenveo reserves the right to invoice Customer retroactively for such additional assessment including taxes, interest and penalties. Customer may provide Cenveo with an exemption certificate, prepared as per applicable law, or any other evidence reasonably acceptable to Cenveo that any such taxes do not apply to Product provided to Customer by Cenveo. If any job or portion thereof believed to be exempt from taxes is determined subsequently to be taxable, Customer shall hold Cenveo harmless from the tax liability assessed and pay the tax due, including any interest and penalties.

18. CHOICE OF LAW/FORUM; ATTORNEYS’ FEES. This transaction will be governed by and interpreted under the laws of the State of Connecticut, without regard to any conflicts of laws principles thereof. Any dispute, other than for claims of non-payment, shall be settled by arbitration, with the then prevailing rules of the American Arbitration Association and conducted in Connecticut before a single arbitrator. Any proceeding not subject to arbitration and brought to enforce any of these Terms shall be brought in Connecticut, and each party consents to the exclusive jurisdiction thereof, and venue therein, whether in state or Federal court. In any action, whether in arbitration, at law or in equity, brought by Cenveo to enforce any of the payment provisions or rights hereunder, in which action Cenveo is the prevailing party, Customer shall pay Cenveo all costs, expenses and reasonable attorneys' fees incurred by Cenveo.

19. CONFIDENTIALITY. Each party hereto covenants and agrees that these Terms and the Order or other documents between the parties are confidential and will be kept in strictest confidence by the parties hereto and their respective employees, subcontractors, agents, sub-agents and distributors, and shall not be disclosed to any person except to fulfill the requirements of this transaction, or in conformity with an order of a court of competent jurisdiction or as may otherwise be provided by law. A party may also disclose the information to its attorneys, accountants and agents, and to bono fide prospective purchasers and/or lenders provided that any such purchaser or lender executes and delivers to the nondisclosing party a nondisclosure agreement reasonably satisfactory in form and substance to such nondisclosing party.

20. MISCELLANEOUS. These Terms do not establish a joint venture, partnership or any other business association or legal entity between the parties hereto. These Terms shall be binding upon and shall inure to the benefit of Cenveo and Customer and their successors and permitted assigns; provided that in the case of the Customer as assignor, any such assignment shall be subject to the prior written consent of Cenveo and Customer shall remain jointly, severally and primarily liable with the assignee for Customer’s obligations hereunder. Unless otherwise provided, any required notice shall be sent in writing, by Certified Mail, reputable overnight courier, hand delivery, or email with confirmation at the respective address shown in Cenveo’s confirmation or invoice. Notice shall be deemed effective when received. No waiver by either party of any default shall be deemed to be a waiver of any other default. No delay or omission of either party to exercise any right hereunder shall constitute a waiver of, or impair the exercise of, any right accruing to it thereafter. To the extent any of these Terms is prohibited by or invalidated under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.

21. TERMS SUBJECT TO CHANGE. These Terms set forth herein are subject to change by Cenveo at any time and without notice.


 1. Each Purchase Order (“PO”) shall be deemed accepted by Seller if any products are shipped and/or service is commenced (such products and/or services, the “Product(s)”) or if the PO is acknowledged by Seller. Seller will not reject a PO unless it has provided at least thirty (30) days prior written notice to Buyer. Product deliveries shall be completed strictly in accordance with terms specified in the PO. Time is of the essence. If no date of delivery is specified, immediate shipment is required. If it appears that Seller may not meet the delivery schedule, Seller shall immediately notify Buyer of the reason for the delay. Seller shall use its best efforts to mitigate the delay by appropriate methods, including overtime and expedited shipment (at Seller’s sole expense). Failure by Seller to complete timely delivery shall, at the option of Buyer, relieve Buyer of any obligation to perform hereunder. In addition, Buyer shall be entitled to exercise such other legal rights or remedies as may be available to Buyer. 

2. All materials, equipment, drawings, samples or information furnished by Buyer shall remain the property of Buyer, be maintained by Seller in good condition, be used by Seller only for the purpose of complying with this PO, and shall be returned promptly at Buyer’s request. 

3. Seller warrants and represents that (i) all materials or Products delivered hereunder to be of a merchantable quality, fit for their intended purpose, free from defects in design, workmanship, and materials, and in strict conformity with any specifications, drawing, samples or other description furnished or specified by Buyer as part of the PO or contained in any of the Seller's catalogs, advertising or other materials, and (ii) all materials or Products delivered hereunder shall satisfy current governmental safety constraints for toxic and hazardous substances, as well as all environmental considerations applicable to the country of manufacture and sale. Seller further warrants that (i) it will at all times conduct itself in a legal and ethical manner, avoid conflicts of interests, and provide full, fair, accurate, timely and understandable disclosure, and (ii) it provides and maintains a safe and healthy workplace in accordance with applicable laws and regulations, and (iii) operates its business and facilities in accordance with applicable environmental standards, and (iv) it and the Products it provides hereunder shall comply with all applicable federal, state, provincial and local laws, statutes, rules, acts, regulations, orders and standards (in effect now or in the future and as updated or amended from time to time), including but not limited to Fair Labor Standards Act of 1938, The U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act and other laws and regulations relating to anti-bribery and anticorruption, The Consumer Product Safety Improvement Act of 2008, as amended, or as interpreted by the Consumer Product Safety Commission, The Lacey Act, California's Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65), The State of California Transparency in Supply Chains Act of 2010, and Toxics in Packaging (formerly CONEG), as adopted in certain of the United States, applicable to the provision of Products, as they relate to the manufacture, sale, packaging, labeling, handling and transportation of the Products, including those controlling the constituent make-up of the Products, and provision of the services hereunder. Further, Seller warrants that it will timely supply all information needed by Buyer to respond to Buyer's customers' requests for compliance certification as well as information needed for Buyer to achieve or remain in compliance with any applicable law, statutes, rules, acts, regulations, orders and standards (in effect now or in the future and as updated or amended from time to time), including but not limited to the Conflict Minerals Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted on July 21, 2010. These warranties are in addition to any warranties made or claimed by Seller in its advertising or promotional materials and shall survive any inspection of the Products by Buyer. 

4. Seller warrants that the prices charged herein are as low as any other price charged by Seller for the same quantity and/or quality of Products and include the same preferential terms (e.g. freight allowances, payment discounts). Changes to Seller’s prices must be communicated to Buyer at least sixty (60) days prior to the effective date of the change. All price changes must be accepted by Buyer in writing prior to shipment or invoice of Product at the new price. Payment and discount period will be computed from date invoice is received. Payment terms are Net 90 days from Buyer’s receipt of invoice unless otherwise expressly agreed to by the parties. 

5. Transportation charges to Buyer must be as agreed by the Cenveo Supply Chain Manager and supported by transportation bill showing weight and rate. Seller shall enclose packing slips in all cases, packages, etc. If a packing slip is not enclosed, Buyer’s count shall be accepted as final. 

6. Seller agrees to pay any taxes imposed by law upon or on account of the Products ordered hereunder, unless otherwise agreed. 

7. Unless the PO indicates otherwise, title to the Products herein described and risk of loss shall remain with Seller until such Products are delivered to Buyer’s unloading facilities at final destination. 

8. Seller shall defend, indemnify and hold harmless Buyer, its affiliates, officers, employees, agents, contractors, and representatives, from and against all claims, legal proceedings, damages, charges, liabilities, penalties, obligations, and demands (including reasonable attorneys’ fees and expenses) arising out of or in connection with any (a) claimed or actual infringement or similar violation, (b) breach of warranty, or (c) acts or omissions of Seller, its employees, agents, and/or subcontractors. Without limiting the foregoing, Seller and its subcontractors shall maintain statutory worker’s compensation coverage for its employees and contractors and liability insurance in reasonable limits covering its obligations hereunder. Such obligation shall survive acceptance of such Products or payment therefore by the Buyer. 

9. Buyer or Seller may suspend all performance under this PO due to any causes beyond their respective control. In the event of any such disability of Seller, Buyer may cancel this PO without liability to Seller. 

10. No waiver or modification of, or exception or addition to, any of the terms, conditions, or provisions contained in this PO shall be valid, including those which may be included in Seller’s acknowledgement or confirmation, and any other, additional or different terms and conditions are hereby objected to and rejected. Acceptance by Seller is expressly limited to the terms of this PO. 

11. All Products must be of the quality specified or, in the event no quality is specified, must be of the best quality and will be subject to the inspection and approval of Buyer. Substitution by Seller of Products other than those specified herein will not be permitted except by prior written authority of Buyer. Buyer shall have the right to inspect and verify any Product furnished hereunder. Inspection of Product by the Buyer after delivery shall constitute final acceptance, except as regards latent defects or those that are not discovered until the Product is used during the production process or delivered to the customer. If Buyer rejects any Products, Buyer may request replacement Products that comply with the terms of the PO or, at Buyer’s option, Seller shall reimburse Buyer for the price of the rejected Products and other costs related to the rejected Products, including, without limitation, production costs and freight expenses. As applicable, all required MSDS documentation must be supplied to the applicable Buyer facility with the initial delivery for all materials so classified by OSHA regulations. 

12. All details of this PO, including, without limitation, materials furnished, prices, specifications and discounts, between Buyer and Seller are considered confidential information, and shall be safeguarded as reasonably required and disclosed only on a need to know basis. 

13. Seller shall not delegate any obligations or assign any rights or claims hereunder without the prior written consent of Buyer. Any attempted delegation or assignment by Seller without such written consent shall be void. 

14. Buyer may terminate all or part of any PO issued for any reason upon thirty (30) days written notice to Seller. Disposition of liability for remaining inventory or work-in-process will be negotiated by the parties in good faith. 

15. This PO shall be governed by and construed in accordance with the substantive laws of the State of New York. When this PO is executed by Buyer (or its authorized representative), it shall constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to the Products purchased by Buyer hereunder. Authorized signatures include the use of fax, email and electronically generated signatures. 

16. The parties hereby incorporate the requirements of 41 C.F.R. § 60-1.4(a) and 29 C.F.R. § 471, Appendix A to Subpart A, if applicable. 

This contractor and subcontractor shall abide by the requirements of 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a), if applicable. These regulations prohibit discrimination against qualified protected veterans and qualified individuals with disabilities, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and qualified individuals with disabilities. 

17. The terms and conditions set forth herein are subject to change by Buyer at any time. 

Questions on Cenveo Worldwide Limited's Purchase Order Terms and Conditions please reach out to Cenveo.Communications@Cenveo.com, or at (203) 595-3660.


Rules and Personal Conduct

Cenveo Enterprises, Inc. (“Cenveo”), including all of its subsidiaries, can provide the highest quality of service only where there is an atmosphere of cooperation, courtesy and responsiveness. Your actions and attitudes toward customers, vendors, investors, the public at large, and your fellow employees will determine the reputation of Cenveo. As a Cenveo employee, officer or director, you are expected to conduct yourself at work in a polite, cooperative and professional manner, and in accordance with the ethical guidelines provided in this Code of Business Conduct and Ethics (the “Code”).

This Code covers a wide range of business practices and procedures and serves as a guide to ethical decision-making. Cenveo is committed to uncompromising integrity in all that we do and how we relate to each other and to persons outside of the corporate family.

You are responsible for knowing the policies and rules of conduct listed in this Code. This Code does not cover every issue that may arise, but it sets out basic policies to guide all directors and employees of Cenveo in their business conduct and ethical decision-making. In particular, this Code covers policies designed to deter wrongdoing and to promote (1) honest and ethical conduct, (2) avoidance of conflicts of interests, (3) full, fair, accurate, timely, and understandable disclosure, and (4) compliance with applicable governmental laws, rules and regulations, including, but not limited to, environmental laws and regulations.  All directors and employees must conduct themselves in accordance with these policies and seek to avoid even the appearance of improper behavior. Cenveo’s agents and representatives, including consultants, should also be provided with a copy of this Code. If you have any questions about the application of a policy or rule, you should discuss them with your supervisor, your manager or anyone in Human Resources or the Corporate Legal Department. You can also use the “open door” policy as outlined in this Code if you have problems or concerns.

Each director and employee will be held accountable for his/her adherence to this Code. Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from employment and, where appropriate, civil liability and criminal prosecution. If you are in a situation that you believe may violate or lead to a violation of this Code, you must report the situation as described below.

Corporate Ethics

Cenveo strives to maintain high standards of ethical conduct in all of its business activities. If you have any questions concerning ethical conduct please see your supervisor, your manager or Human Resources representative.

As representatives of Cenveo, all Cenveo employees and directors must follow these principles in their work activities:

Safety. Employees must conduct their work in a manner that protects their own safety, as well as the safety of others. Employees must strive to provide a safe work environment for those around them. All employees must comply with the General Safety rules in the Employee Handbook and any local safety rules, procedures and guidelines in place at the facility at which employee works.

Integrity. Employees and directors must act with integrity in their business interactions. No employee or director should be subject to, or even appear to be subject to, influences or relationships that conflict with the best interests of Cenveo.

Compliance with Laws. Employees and directors must always act in compliance with both the letter and spirit of all laws and regulations.

Respect. Employees and directors must respect each person with whom they interact and be courteous and considerate.
Compliance with customer’s and vendor’s ethics policies. Each employee must be careful to respect and comply with the ethics policies of any Cenveo customer or vendor with whom the employee interacts.

Outside Employment
All full-time employees should recognize Cenveo as their primary employer. While some employees may want or need gainful employment other than their full-time work with Cenveo, outside employment cannot compromise your ability to satisfactorily perform your job.

Employees who accept outside employment should keep in mind that they may not engage in non-Cenveo work activities during their Cenveo working hours or while on any form of approved leave of absence. Also, outside employment activities that constitute any form of competition or conflict of interest with, or that might bring disrepute to, Cenveo are prohibited. Any outside employment that conflicts with or is related to the performance of duties with Cenveo is prohibited. Further, use of Cenveo tools or equipment for outside employment activities is prohibited.

Recording and Reporting
Cenveo requires honest and accurate recording and reporting of information in order to make responsible business decisions. Many employees regularly use business expense accounts, which must be documented and recorded accurately. All of Cenveo’s books, records, accounts and financial statements must be maintained in accordance with company policies, and in proper detail, must appropriately reflect Cenveo’s transactions and must conform both to applicable legal and accounting requirements and to Cenveo’s system of internal controls.  Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, text messages, internal memos, and formal reports.

Conflicts of Interest
All directors and employees of Cenveo must avoid any business, financial or other relationships where personal interests conflict or appear to conflict with the interests of Cenveo and its shareholders. A conflict of interest occurs if an individual’s private interest interferes in any way – or even reasonably appears to interfere – with the interests of Cenveo and its shareholders. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her work for Cenveo objectively and efficiently. A conflict situation may also arise when an employee or a member of his or her family, receives improper personal benefits as a result of his or her position with Cenveo. Employees and members of their households shall not accept gifts, entertainment, employment of family or household members, lodging or transportation, or other favors, that could influence or appear to influence your performance or that could place Cenveo under an obligation to a deal with a party.

Directors and employees, and members of their immediate families, may not have personal financial interests in firms engaged in business with Cenveo or its subsidiaries without prior approval of the Board of Directors, as to directors and executive officers of Cenveo, and the Corporate Legal Department as to all other employees. “Personal financial interest” means (a) owning or controlling more than one percent (1%) of a corporation’s outstanding securities or similar financial interest in an enterprise not considered a corporation; (b) being a consultant, officer or director of an enterprise or being an employee in, or having a member of your immediate family in a position to influence the actions of, an enterprise that does business or competes with Cenveo. In addition, any director or employee who is an officer or executive officer must report to the Corporate Legal Department any direct investment in a firm engaged in business with Cenveo or its subsidiaries, regardless of the size of such investment.  

Instances of conflict of interest (without the appropriate approval) would include, but not be limited to, the following:

Accepting any gift, entertainment, loan, service, money or favor of more than nominal value (generally $100.00) from a competitor of Cenveo or a vendor or other company that wants to do business with Cenveo. (See section on Compliance with Anti-Bribery Laws, below).

Performing services, acting as a consultant to, or having a material or personal financial interest in a competitor of or vendor to Cenveo or a company that wants to do business with Cenveo.

Purchasing or leasing goods or equipment on behalf of Cenveo from a relative or a company in which the employee or his or her relative has a material or personal financial interest.

Purchasing or leasing goods on any basis other than price, quality and service.

Taking for one’s self opportunities that are discovered through the use of Cenveo property, information or position.

Using Cenveo property, information or position for personal gain.
Competing with Cenveo in products, properties or services sold, purchased or leased by Cenveo.

Buying or selling securities of Cenveo, on the basis of material non-public information.

If you have a potential conflict of interest or if you are not certain whether a situation may pose a conflict of interest you should report it to your local Human Resources representative, Regional Human Resources Director or Sr. Vice President, Human Resources and Benefits at (203) 595-3000 or to the Corporate Legal Department.

Confidential and Proprietary Information

Employees and directors are prohibited from using, publishing or otherwise disclosing to others, either during or subsequent to their tenure with Cenveo, any confidential or proprietary information of Cenveo or its customers and suppliers. Confidential and proprietary information includes, but is not limited to, trade, technical or technological secrets; customer lists, price lists and employee lists; details of organization or business affairs; computer hardware configurations and software designs and programs; business strategies, records or financial information; equipment configurations; competitive advantages and disadvantages and the like; or other proprietary or other information relating to Cenveo’s business and products.

Such information is considered confidential and proprietary, whether in writing, on a computer disk or drive or otherwise stored electronically, whether standing alone or expressed in an analysis, compilations, studies or other documents prepared by or on behalf of Cenveo.

Upon termination of employment or directorship with Cenveo, employees and directors must promptly deliver to a Cenveo representative all documents and other records, which relate to the business activities of Cenveo, including any copies thereof.

Employees and directors of Cenveo are also prohibited from disclosing or misusing (while with Cenveo) any confidential or proprietary information belonging to others, including customers, suppliers, and/or prior employers.

This provision does not prevent employees from speaking, writing, or otherwise communicating about their wages, hours, benefits, and other terms and conditions of employment or in acting for their individual or mutual benefit under the National Labor Relations Act (NLRA) or other laws.

Additionally, employees shall not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, if an employee files a lawsuit for retaliation by Cenveo for the employee’s reporting a suspected violation of law, the employee may disclose the trade secret to the employee’s attorney and use the trade secret information in the court proceeding, provided the employee (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

Fair Dealing
Each employee and director should endeavor to deal fairly with Cenveo’s customers, suppliers, competitors, investors and other employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing.

Protection and Proper Use of Company Assets
All employees and directors should protect Cenveo’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Cenveo’s profitability. All Cenveo assets should be used only for legitimate business purposes.

Compliance with Laws, Rules and Regulations
All employees and directors should comply with all laws and regulations, including, but not limited to, environmental laws and regulations. There are laws and regulations governing anti-bribery, workplace safety, solid and hazardous waste disposal, air emissions, process and storm water discharges, how employees treat other employees, and printing of copyrighted materials, public disclosure of material events and circumstances, and many other everyday matters. If a law or regulation conflicts with a company policy, including one in this Code, you must comply with the law or regulation; however, if a local custom or policy conflicts with this Code, you must comply with this Code. That an illegal act may be a “customary business practice,” in any country is not sufficient justification for failing to comply.  If an employee is in doubt about the appropriate course of action in a particular situation, the employee should contact the Corporate Legal Department at (203) 595-3000.  An employee may also contact, the Cenveo Reporting Hotline (as described below).

Compliance with Anti-Bribery Laws, Including the Foreign Corrupt Practices Act, the U.K. Bribery Act, and Similar Laws of Other Countries
Company policies, including this Code, prohibit Cenveo employees from engaging in bribery, kickbacks, and other illegal means to influence both commercial business decisions and government procurement actions.  In addition, applicable laws (“Laws”) make it illegal to:

Directly or indirectly offer, promise, give or accept anything of value to or from any government official to obtain or retain business or any improper advantage; or
Directly or indirectly offer, promise, give or accept anything of value to obtain or retain business or an improper advantage in private, commercial sector business dealings, even where there is no government official or government business involved. 
Cenveo has zero tolerance for bribery.  These provisions are intended to familiarize you with Cenveo’s anti-bribery rules to help ensure that no Cenveo representative, whether by intent or simple lack of understanding, violates the law.

In order to comply with applicable anti-bribery laws and this Code, all Cenveo employees and directors are prohibited from engaging in the following conduct:

Do Not Pay or Accept Bribes or Submit to Extortion: No Cenveo director or employee may, directly or indirectly, offer, promise, pay, request or accept a bribe or any payment or other advantage to or from any person in order to obtain or retain business or an advantage in the conduct of business. All offers of or demands for bribes must be expressly rejected, and promptly reported to the Corporate Legal Department.  In addition, any offers, requests or demands by a public official, political party, political candidate or private sector employee, whether direct or indirect, for the payment of anything of value to act or refrain from acting in the performance of his or her official duties must be immediately and promptly rejected.

Bribery includes any payment, offer, promise or gift of any value or advantage, whether directly or through intermediaries and whether made or received, to induce an individual to act or refrain from acting in relation to the performance of their duties in order to obtain or retain business or other business advantage.  Bribery may take many forms, including: money, gifts, travel and entertainment, excessive discounts, rebates, offers of employment, assumption or forgiveness of debt, and personal favors.

Do Not Make ‘Facilitating Payments’:  No Cenveo director or employee may, directly or indirectly, offer or make so-called “facilitating or grease payments” to any government employee or official in order to encourage them to expedite a routine governmental task that they are otherwise required to undertake.  Exceptions may be approved by the Corporate Chief Financial Officer if and only if the government action sought is an emergency situation concerning the health or safety of a Cenveo director or employee.
Facilitating Payments, also known as “grease payments,” are payments made to government employees or officials in order to encourage them to expedite a routine government task that they are otherwise required to undertake.

Do Not Pay or Accept Kickbacks:  No Cenveo director or employee may “kickback” any portion of a contract payment to employees of other parties to a contract or use other means such as subcontracts, purchase orders or consulting agreements to channel payments to government officials, political candidates, or employees of other parties to a commercial contract or their relatives or business associates.

Kickbacks are a particular form of bribe which takes place when a person entrusted by a private employer or government entity with responsibility for granting a benefit does so in a way that secures a return (kickback) of some of the value of the transaction to him or herself (or their relatives or business associates), without the knowledge or authorization of the employer or government entity to which the person is accountable.

Do Not Provide or Accept Gifts, Travel, Hospitality & Entertainment: Providing or accepting any gifts, travel and entertainment perks or reimbursements of more than nominal value (generally $100.00) can be considered a bribe.  Cenveo directors and employees must not offer, provide or receive gifts, meals, entertainment, hospitality or payment of expenses unless they are transparent, proportionate, reasonable and bona fide expenditures, and are not in violation of the laws of the country of the recipient.  In determining what a “reasonable” level of travel and entertainment expense might be, you should be guided by the level of expenditure required to provide necessary transportation, meals, lodging and entertainment at a modest level, making sure that the expenditure would not exceed the level of permissible expense under Cenveo’s travel policy.

Properly Document Expenditures:  All expense transactions involving travel, hospitality or entertainment provided to and/or paid for an outside person must be fully and completely documented by receipts and invoices and accurately characterized and accounted for in the corporate records.  Documentation must include the name, title and company of the individual(s) involved, and must fully comply with Cenveo’s travel policy.

Reporting Requirement:  All Cenveo directors and employees who find themselves subjected to any form of demand or request to accept or pay a bribe or other form of improper payment or advantage or who are asked to participate in any way in a bribery scheme must promptly report these occurrences to the Corporate Legal Department.  Alleged violations of this Section or applicable laws or regulations may also be reported on a confidential or anonymous basis without fear of retaliation by contacting the Cenveo Reporting Hotline.  Anyone making such a report who has not engaged in illegal or unethical conduct will not suffer any adverse employment action.

You should also report any suspicious activity that may result in a violation of this Section.  Turning a “blind eye” or sticking “one’s head in the sand” to avoid knowledge of a potentially illegal bribe or violation of applicable Laws is itself a violation of this Code of Conduct and may result in you or the Company being deemed to have knowledge of the unlawful transaction.

No Cenveo director or employee will suffer demotion, penalty or other adverse employment action or retaliatory consequences for not paying or accepting bribes or making improper payments even when Cenveo may lose business as a result of his or her refusal to do so.

Consequences of Violation:  Any Cenveo director or employee who violates this Section will be subject to disciplinary action, up to and including termination of employment.  The FCPA, the U.K. Bribery Act and other laws also provide for criminal action and/or penalties for violations thereof.

Books & Records: It is Cenveo’s policy to maintain complete and accurate financial records, ensuring that all transactions are properly, accurately, and fairly recorded in a single set of books.


Additional Notes on Bribery:

“Indirectly” making payments would include hiring agents to act on behalf of the Company and either explicitly or implicitly authorizing them to utilize bribery of foreign government officials or in the context of commercial contracts in order to obtain business. Because of language and cultural differences, anyone dealing with foreign agents should make sure that these agents clearly understand that they are not to engage in bribery or otherwise make improper payments.

Prohibited payments need not take the form of cash. They may be anything of value, including gifts or services. Generally speaking, however, small business courtesies such as modest gifts or meals intended merely to promote goodwill are permitted. In every case, Cenveo and its employees are required to maintain accurate and transparent records and internal controls so that the Company can comply with applicable Laws and regulations on this subject.

Bribery Red Flags

  • Rumors regarding unethical or suspicious conduct
  • Cash transactions
  • Excessive Travel and Expense reimbursement requests
  • Requests for reimbursement of poorly documented expenses
  • Sales agent, consultant or third-party relationships with public sector clients
  • Facilitation payments
  • Political Contributions
  • History of corruption in countries where business is conducted
  • Incomplete or inaccurate information on required disclosures i.e. refusal to disclose ownership
  • Requests for payment to a numbered account or third party or consultant
  • Requests for payments outside of the territory
  • Close family ties to high ranking government officials or other decision makers
  • Refusal to certify compliance
  • Lack of qualifications or resources to perform real work
  • Lack of transparency in accounting and expense records
  • Human Trafficking and Slavery in Cenveo’s Supply Lines

Cenveo’s policies, including this Code, prohibit Cenveo employees from engaging in or condoning the unlawful use of child, prison, slave, indentured or bonded labor, or using corporal punishment or other forms of mental and physical coercion as a form of discipline.  No person shall be employed at an age younger than allowed by law.  Cenveo supports the California Transparency in Supply Chains Act of 2010 which requires certain companies doing business in California to take specific steps relating to its internal training and accountability relating to human trafficking and slavery in its supply lines.

Any employee who has personal knowledge of a violation of Cenveo’s policy shall report such knowledge to the Corporate Legal Department or confidentially to www.CenveoReportingHotline.com or call (800) 513-4056 as described in greater detail below. 

Cenveo, for its part, will work with the offending member of its supply chains to end any violation of this policy that exists.

All employees must be aware of human trafficking/slavery red flags which include:

  • Employees who can’t speak the local language or lack skills to move about and live in the local community
  • Heavy security and restrictive access at brothels or other workplaces
  • Secretive advertisements for services
  • Indicia of domestic violence
  • Use of an exclusive interpreter for those who cannot speak the local language
  • Use of prison labor
  • No right for a worker to terminate employment, or terminate without a penalty
  • Confinement to employer-operated residences outside working hours

These are only the more visible trafficking red flags.  Consult Cenveo’s website to learn more about the Company’s commitment to end human trafficking and slavery in its supply lines.

 Reporting Misconduct

Cenveo has secured the services of a third-party administrator, Convercent, to ensure confidential reporting. If any employee, vendor or stakeholder becomes aware that Cenveo or any of its employees or directors is engaged in any violations of laws, rules, regulations or this Code or has a question regarding an appropriate course of action, the employee, vendor or stakeholder should contact the Cenveo Reporting Hotline, powered by Convercent. To make a report, logon to www.CenveoReportingHotline.com or call (800) 513-4056. The website or phone line will allow you to record a detailed report specifying your concerns. An employee, vendor or stakeholder may also contact the Cenveo Reporting Hotline if he or she becomes aware of any questionable accounting or auditing practice engaged in by Cenveo or any of its employees. Reports to the Cenveo Reporting Hotline may be anonymous; however, we would prefer you identify yourself to facilitate our investigation of any report. Employees, vendors or stakeholders may also contact the Audit Committee chair via e-mail at independentdirector@cenveo.com if warranted by the gravity of the situation. In any case, neither Cenveo nor any of its employees shall take retaliatory action against an employee for making a good faith report. Indeed, any employees, officers or directors who engage in retaliation are subject to discipline, up to and including termination, and in appropriate cases, civil and/or criminal liability.

If you suspect unethical behavior, do the right thing – promptly report it. If you report something because you’re trying to do the right thing, even if you’re mistaken, you’ll be protected from retaliation.


Loans to Directors, Executive Officers and Officers

Directors and executive officers shall not receive any loan or extension of credit in the form of a personal loan from Cenveo or any of its subsidiaries. If any director or executive officer has a personal loan from Cenveo or any of its subsidiaries, such director or executive officer shall promptly repay the loan.

Officers (other than executive officers) shall not receive any loan or extension of credit in the form of a personal loan from Cenveo or any of its subsidiaries without the prior written consent of Cenveo’s Chief Executive Officer.

These policies prohibit, among others, housing loans, signing bonuses with obligations to repay if certain conditions are not met, loans to acquire Cenveo stock, split-dollar life insurance, cashless exercise of stock options and loans for margin calls.

These policies do not prohibit good-faith advances of corporate expenses, such as travel expenses. However, any director, executive officer or officer who receives such an advance must repay it promptly and in any case within 30 days.


Charitable Contributions by Directors, Executive Officers and Officers

No officer shall cause or request Cenveo to make any contribution to any charitable organization for which such officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior written consent of two executive officers of the Company. No executive officer shall cause or request Cenveo to make any contribution to any charitable organization for which such executive officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior written consent of the Governance and Nominating Committee of the Board of Directors, provided, however, the Chief Executive Officer of the Company may cause the Company to make contributions in cash or in kind with products and services having a value not in excess of $25,000 annually without approval upon notice to the Chair of the Governance and Nominating Committee. No non-management director shall cause or request Cenveo to make any contribution to any charitable organization for which such executive officer (or any member of his or her household or immediate family) serves as a director, trustee or in a similar capacity, without the prior recorded consent of the Board of Directors, provided, however, each director may, upon notice to the Chief Executive Officer of the Company, cause the Company to make in kind contributions having a value not in excess of $5,000 annually without approval of the Board of Directors.

Code of Ethics for CEO and Senior Financial Officers

In addition to the other sections of this Code, Cenveo’s Chief Executive Officer, Chief Financial Officer, Sr. Vice President–Tax, Sr. Vice President, Finance, Corporate Controller and Vice President, Finance, as well as each operating segment’s President, Chief Financial Officer and/or Controller, and such other officers as Cenveo’s Chief Financial Officer shall designate (collectively, “financial professionals”), are subject to the following rules regarding their conduct and ethics:

Financial professionals shall uphold, as applicable, all standards and ethics of institutions that professionally certify their achievements, including the AICPA, NAA, IMA, IIA, and any others that may apply. In addition, all Cenveo financial professionals are to adhere to the following standards of conduct:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships. Avoidance of conflicts of interest includes disclosure to the Audit Committee of Cenveo’s Board of Directors of any material transaction or relationship that reasonably could be expected to give rise to an actual or apparent conflict.

Do his or her part to ensure full, fair, accurate, timely and understandable disclosure in reports and documents submitted to its Shareholders, Investors and/or the Securities and Exchange Commission (the “SEC”), and in all other public communications.

Comply with all applicable laws, rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting facts or allowing independent judgment to be subordinated.

Protect the confidentiality of information acquired in the course of work except when disclosure is duly authorized by the Board of Directors or an executive officer of Cenveo, as appropriate, or otherwise legally obligated to disclose the information. Confidential information acquired in the course of work is not to be used for personal advantage, or in any manner contrary to law or to the detriment of Cenveo.

Proactively promote ethical behavior as a responsible person among peers, superiors and subordinates in the work environment.

Achieve responsible use of and control over all assets and resources employed or entrusted to the financial professional or those within his or her purview.
Share knowledge, maintain skills and improve proficiency in areas important to quality of service and relevant to constituents’ needs.

Accept personal accountability for adherence to this Code for the Chief Executive Officer and Senior Financial Officers, and report any violations of the same to the Audit Committee of the Cenveo Board of Directors.

As applicable, carefully review drafts of reports and documents Cenveo is required to file with the SEC or its Shareholders or Investors before they are filed and Cenveo press releases or other public communications before they are released to the public, with particular focus on disclosures each such officer does not understand or agree with and on information known to the senior officer that is not reflected in the report, document, press release or public communication.

Meet with the Disclosure Committee, other members of senior management, accounting staff and others involved in the disclosure process to discuss their comments on the draft report, document, press release or public communication.

Establish and maintain disclosure controls and procedures that ensure that material information is included in each report, document, press release or public communication in a timely fashion.

Consult with the Audit Committee on a regular basis to determine whether they have identified any weaknesses or concerns with respect to internal controls.

When relevant, confirm that neither Cenveo’s internal auditors nor its outside accountants are aware of any material misstatements or omissions in the draft report or document, or have any concerns about the “Management’s Discussion and Analysis of Financial Condition” section of a report or document.

Bring to the attention of the Audit Committee matters that you feel could compromise the integrity of Cenveo’s financial reports, disagreements on accounting matters and violations of any part of this Code.

Violations of this Code for Chief Executive Officer and Senior Financial Officers will result in immediate disciplinary action up to and including immediate discharge from employment the first time they occur. Waivers for Executive Officers or Directors

No provision of this Code may be waived for any executive officer or director of Cenveo unless the waiver is granted by Cenveo’s Board of Directors.