Supplier Code of Conduct
1. Introduction
CMS Distribution (CMS)1 has placed People, Technology and Exceptional Service at the heart of everything we do. We take great pride in seeking out innovative technologies that deliver cost-effective solutions, enabling our customers to succeed.
We represent hundreds of suppliers – the majority are the original producers of the products - and we sell to a global customer base made up of corporate resellers, managed service providers, high street and online retailers ranging from large multi-nationals to smaller, independent IT companies.
In an environment shaped by evolving customer expectations, increasing regulatory scrutiny, and growing social and environmental concerns, our suppliers play a vital role in upholding our reputation and delivering value to our stakeholders.
Purpose
All our suppliers must comply with all applicable laws and regulations. In addition, we expect suppliers to operate in a sustainable and ethical manner and observe this Code of Conduct. Suppliers are encouraged to integrate these principles into their own operations and seek to extend them throughout their supply chains.
This approach helps us meet the demands of the market, whilst building long-term, trusted relationships based on shared purpose - namely, compliance with laws and regulations, responsiveness to customer expectations, ethical business conduct, sustainability and social responsibility, and long-term value creation.
Scope
This Code of Conduct applies to all suppliers, vendors, contractors, and service providers engaged with CMS - irrespective of their location, function or the scale of their operations.
2. Legal and Regulatory Compliance
All suppliers and their sub-contractors must always comply with all applicable local, national, and international laws and regulations. Transparent and lawful practices are essential to maintaining trust and upholding the integrity of our business relationship.
Anti-Trust/Competition
Suppliers must comply with all applicable anti-trust and competition laws in the jurisdictions in which they operate. Suppliers shall acknowledge that CMS is free to act independently in making its own commercial decisions, including determining the products and prices we supply to our customers.
Product Compliance
Suppliers must ensure that all products supplied comply with all applicable laws, regulations, and industry standards in the markets where the products will be placed on the market and sold. This includes compliance with product safety, labelling, packaging, and environmental requirements (such as REACH and RoHS in the UK and EU). Suppliers must maintain appropriate documentation to readily demonstrate such compliance and provide this information promptly upon request.
Tax Compliance
Suppliers must conduct all tax-related activities in full compliance with applicable laws and regulations in the jurisdictions in which they operate. This includes accurate reporting, recording, and payment of all taxes, duties, and levies owed to the relevant authorities. Suppliers must not engage in, or facilitate, tax evasion or the enabling of tax evasion by others within their supply chain.
3. Business Integrity and Ethics
Anti-Bribery and Corruption
Suppliers must comply with all applicable anti-bribery and corruption laws. Suppliers must not offer, give, solicit, or accept any bribe, improper payment, or other undue advantage to or from any individual or organization, whether in the public or private sector, in order to obtain or retain business or gain any improper advantage. Suppliers must maintain accurate records and implement effective controls to prevent corruption.
CMS recognises that the giving and receiving of gifts, hospitality, and product samples (where nothing is expected in return) can help form positive relationships between parties. Such gestures are acceptable provided they are modest, proportionate, properly recorded, and not designed to improperly influence the outcome of any decision.
Business Integrity
Suppliers must uphold the highest standards of integrity and professionalism in all business dealings. This includes operating transparently, honestly, and ethically. Any form of fraud, deception, or misrepresentation will not be tolerated. Suppliers must ensure that their actions reflect positively on their own reputation and that of CMS.
Conflict of Interest
Suppliers must avoid any personal or financial interests that could conflict with their obligations to CMS and must immediately disclose any actual or potential conflicts of interest. All decisions and actions must be based solely on objective business considerations, free from personal gain or improper influence.
Diversity, Equity, and Inclusion
Suppliers must promote a diverse, equitable, and inclusive working environment. All individuals must be treated fairly and with respect, regardless of race, gender, age, religion, sexual orientation, disability, or any other characteristic protected by law. Suppliers should promote an inclusive culture where everyone has equal opportunities for employment and advancement, and where discrimination, harassment, and bias are not tolerated.
4. Labour and Human Rights
Suppliers must commit to respecting the human rights of workers, and to treat them with dignity. This applies to all workers including temporary, migrant, student, contract, direct employees, and any other type of worker.
CMS expects all suppliers to align to the principles set out in the Ethical Trade Initiative (ETI) base code and founded on the conventions of the International Labour Organisation (ILO). As such, suppliers must ensure that all employment is freely chosen, with no use of forced, bonded, or involuntary labour. Freedom of association must be respected and shall be without the fear of retaliation or discrimination. The use of child labour is strictly prohibited, and suppliers must comply with the minimum legal working age in all jurisdictions in which they operate. Suppliers are required to pay wages that meet or exceed the legal minimum or industry standards and provide fair compensation that supports a decent standard of living. Discrimination on the basis of race, gender, age, religion, sexual orientation, disability, or any other characteristic protected by law is not tolerated. Harsh, inhumane, or abusive treatment of workers, including physical punishment, verbal abuse, or coercion, is forbidden. Employment terms should be regular, transparent, and compliant with local laws, ensuring job security and fair treatment for all workers.
5. Health and Safety
Suppliers must provide a safe and healthy workplace by identifying and managing risks to prevent accidents, injuries, and occupational illnesses. This includes maintaining compliance with all applicable health and safety laws and standards. Suppliers should implement effective safety policies, provide appropriate training and protective equipment, and ensure emergency preparedness. Workers must be empowered to raise health and safety concerns without fear of reprisal. Continuous monitoring and improvement of health and safety practices are essential in order to protect all employees. CMS expects all suppliers to align to the principles set out in the ETI base code. As such, suppliers are expected to provide working conditions that are safe and hygienic, and that working hours are not excessive. Suppliers are expected to have a legally compliant health and safety policy in place and will provide a copy on request.
6. Environmental Responsibility and Sustainability
Suppliers are expected to demonstrate a strong commitment to environmental responsibility by actively protecting the environment and minimising the use of finite resources such as energy, water, and raw materials. Suppliers should take all reasonable measures to reduce harmful emissions and pollutants, limit the use of single-use plastics, and prioritise the use of recycled materials where available and appropriate. Efforts to reduce excess packaging and waste throughout operations are essential.
Suppliers are encouraged to continuously seek improvements in the environmental performance of the products and services they provide. CMS encourages all suppliers to develop and implement their own sustainability policies to foster long-term environmental responsibility.
7. Export Controls and Sanctions
Suppliers must implement and maintain controls over their systems, processes, and operations to ensure that all products, services, and information they provide are in full compliance with applicable export control laws and international sanctions regulations.
8.Conflict Minerals
Conflict minerals - Tin, Tungsten, Tantalum, and Gold (collectively known as 3TG) – may, in certain conflict-affected and high-risk regions, be extracted or traded under conditions associated with armed conflict and human rights violations. Suppliers are required to exercise due diligence to ensure that any 3TG minerals used in their products are responsibly sourced, comply with applicable laws and regulations, and not associated with armed conflict or serious human rights abuses. Suppliers should maintain clear records throughout their supply chains and are encouraged to adopt recognised due diligence frameworks to prevent the introduction or use of conflict minerals.
9.Product Quality and Safety
Suppliers must ensure that all products meet or exceed agreed specifications, legal requirements, and industry standards for quality and safety. Products must be free from defects and safe for their intended use throughout their lifecycle. Suppliers are responsible for maintaining robust quality management systems and traceability to promptly address any quality or safety issues. The use of counterfeit, unapproved, or substandard materials and components is strictly prohibited. Suppliers shall promptly provide all necessary documentation and certifications requested to demonstrate compliance and support product safety.
Suppliers are expected to use recognised industry practices to seek continuous improvements in their products and services, striving to exceed customers’ expectations for quality, safety, function and cost.
10.Business Security
Suppliers are expected to maintain rigorous standards to protect business information and intellectual property throughout their operations, safeguarding the interests of both their own business and CMS.
Confidentiality
Suppliers must protect all confidential information received from CMS or third parties (such as CMS’ customers) and use it solely for the purpose authorised by CMS. Confidential information must not be disclosed to any unauthorised persons or used for personal gain. Suppliers are expected to implement and maintain robust policies, procedures, and controls to safeguard confidential information throughout their business and supply chain.
Data Protection
Suppliers must comply with all applicable data protection laws and regulations, including the UK and EU GDPR. Personal and sensitive data must be collected, stored, and processed only when strictly necessary, and securely destroyed when no longer required. Suppliers must implement appropriate management control and IT systems to ensure confidentiality, integrity and availability of such data, preventing unauthorised access, loss, or disclosure at all stages.
Intellectual Property
Suppliers must respect intellectual property rights and ensure, to the best of their knowledge and through reasonable due diligence, that all products, services, and materials supplied do not infringe on the patents, copyrights, trademarks, or trade secrets, of any third party, and comply with all applicable intellectual property laws.
11.Right of Audit
CMS may, either through its internal teams or appointed external auditors, seek to assess a supplier’s compliance with the requirements set out in this Code of Conduct. Audits may include on-site inspections, examination of relevant records, and interviews with personnel or management. All audits will be conducted with reasonable notice and in accordance with applicable laws. Suppliers are expected to cooperate fully and provide all necessary documentation, information and access to people and facilities to support the verification of compliance.
12.Reporting Concerns
Timely Reporting
Suppliers are required to promptly report any actual or suspected breach of this Code of Conduct. This includes any circumstances that may lead to a future breach. Notification must be made to your usual CMS contacts as soon as reasonably practicable upon becoming aware of an issue. Alternatively, you may reach out to us at compliance@cmsdistribution.com. To the extent we lawfully can, all notifications will be treated in confidence.
Protection of Identity and Non-Retaliation
CMS is committed to protecting the identity of anyone who raises a concern in good faith. Suppliers shall establish and implement procedures to ensure that all such concerns reported shall be treated with strict confidentiality, and identifying details will only be shared when required by law or necessary for a proper investigation. Retaliation of any kind - including dismissal, demotion, harassment, or other adverse treatment – shall be forbidden.
13.Supplier Compliance and Consequences of Non-Compliance
Suppliers should use reasonable efforts to align their operations with the principles set out in this Code of Conduct, recognising that implementation may vary depending on the nature, size, and maturity of the supplier’s business. Senior management should support the Code within the supplier’s organisation and, where appropriate, encourage its adoption within relevant parts of their supply chains.
Where instances of non-alignment or non-compliance are identified, CMS may, acting reasonably and proportionately, engage with the supplier to assess the nature and impact of the issue and, where appropriate, agree suitable corrective actions or improvement plans. CMS reserves the right, but is not obliged, to implement measures it considers appropriate in the circumstances, which may include audits, temporary suspension of orders, or other remedial steps. CMS may terminate the commercial relationship with immediate effect where it reasonably determines that a breach of this Code is material, persistent, or poses a significant risk to CMS’s legal compliance, reputation, or operational integrity.
14.Conclusion
CMS places a high value on the relationships we build with our suppliers, recognising them as critical to our shared success. Observance to the principles set out in this Code of Conduct will strengthen our business partnership and help ensure that we continue to meet the expectations of our customers, stakeholders, and the markets we jointly serve.
1 “CMS Distribution” and “CMS” means CMS Distribution Ltd registered in England No. 2214562, CMS Distribution Ltd registered in Ireland No. 193425 and CMS Distribution BV registered in the Netherlands No. 27310208.
CMS Distribution : June 2026
