VENDOR CODE OF CONDUCT

I.             Introduction.
Mattress Firm Holding Corp. and its subsidiaries (together “MFRM,” “we,” “our,” and “us”) are committed to conducting business in accordance with the highest ethical standards and in compliance with applicable law.  MFRM expects the same commitments from each of its vendors (each, “you” or “your”).
Because we place such a high priority on ethical and legal conduct, we require all of our vendors to read, understand and comply with our Vendor Code of Conduct (this “Code”) and all other conditions of doing business with MFRM.  Additionally, we expect our manufacturer vendors to ensure that all of their product, component and/or materials suppliers understand and comply with these expectations.  Failure to conduct business in a manner that meets these standards could result in the termination of your business relationship with MFRM.

II.            Scope.
This Code applies to all business enterprises, regardless of form (such as a corporation, limited liability company, partnership or sole proprietorship), that engage or participate, either directly or indirectly, in the sale, consignment or other provision of goods or services to MFRM (collectively, “vendors”).  The term “vendors” also includes agents, subcontractors and other third parties, and vendors cannot avoid the responsibilities and obligations imposed by this Code by using, or associating with, such agents, subcontractors or other third parties.

III.           Vendor Requirements.

A.            Human Rights.  We expect all of our vendors to abide by all applicable local laws and regulations including those that prohibit human rights abuses and unethical practices in the provision of goods and/or services to MFRM. Specifically, vendors must ensure the following:

  • No form of forced labor, whether in the form of prison labor, indentured labor, bonded labor, slavery or otherwise may be used in the production or provision of any goods, services or otherwise to MFRM.
  • No child labor. Workers should not be younger than the minimum employment age established by the respective country or local jurisdiction. In the event no minimum employment age is established, workers should not be younger than the age for completing compulsory education; or if no minimum age for completing compulsory education is established, workers should not be younger than age 15.
  • Workers are treated with respect and dignity and are not be subject to any physical, verbal, sexual or psychological harassment or abuse in connection with their employment. 
  • Workers are employed, retained and compensated based on their ability to perform their jobs, and not discriminated against on the basis of gender, race, color, national origin, age, religious, ethnic or cultural beliefs, sexual orientation or any other prohibited basis.
  • Workers are provided a safe and sanitary working environment in order to avoid preventable work related accidents and injuries.

B.            No Conflicts of Interest.  Vendors shall not enter into any relationship with any employee, director, officer, agent or representative of MFRM (each, a “MFRM Representative”) that creates, or reasonably could be expected to create, an actual or a potential conflict of interest for the MFRM Representative.  A conflict of interest arises, or reasonably could be expected to arise, when a material personal interest of a MFRM Representative is inconsistent with, or adverse to, the MFRM Representative’s responsibilities to MFRM.   Vendors shall not engage in an action if it is intended to improperly influence, or could create the appearance of improperly influencing, a MFRM Representative.  This prohibition extends to the family members of MFRM Representatives and to each other person with whom a MFRM Representative has a significant personal relationship.

C.            No Unfair Business Practices.  Vendors shall not engage in bid collusion or customer or market allocation with other MFRM vendors. Vendors shall comply with all applicable antitrust, trade-regulation and competition laws.

D.            No Unauthorized Activities.  Vendors shall not engage in any activity on behalf of MFRM, including without limitation projects, transactions, political contributions, charitable donations, lobbying, and appearances before government entities, officials, and representatives.

E.            Confidentiality.  Vendors may have access to MFRM’s confidential (non-public) information, such as historical sales results, sales projections, customer information, and agreed pricing for merchandise or services offered or sold to MFRM.  Vendors shall hold this confidential information in the strictest confidence and shall not (except as required by applicable law) disclose it to anyone without MFRM’s approval and then only on a need-to-know basis.  MFRM retains exclusive ownership of its confidential information.  Vendors should be mindful that Mattress Firm Holding Corp. is a publicly traded company and no Vendor shall buy or sell Mattress Firm Holding Corp.’s securities based on, or otherwise take advantage of, material non-public information relating to MFRM or its businesses.

F.            MFRM Corporate Code of Business Conduct and Ethics.  Vendors shall familiarize themselves with, and support, our Corporate Code of Business Conduct and Ethics (available at http://ir.mattressfirm.com/governance.cfm) and the obligations and responsibilities of our MFRM Representatives thereunder.  You must not take any action that you reasonably expect would result in, or would facilitate the commission of, a violation of our Corporate Code of Business Conduct and Ethics by a MFRM Representative.

G.           Other Compliance.  Vendors shall comply with all other MFRM policies, processes and procedures applicable to vendors.  Vendors shall further comply with all laws that may be applicable to doing business with MFRM including, without limitation, the U.S. Foreign Corrupt Practices Act and the California Transparency in Supply Chains Act.  Vendors shall allow reasonable audits to ensure compliance with the California Transparency in Supply Chains Act.  Each vendor shall promptly provide such certifications, attestations and other assurances as MFRM may reasonably request to evidence such vendor’s compliance with the requirements of this Section III(G).

H.            Conflict Minerals.  We believe in responsible sourcing with respect to merchandise that we offer for sale in our retail stores.   Because MFRM is many layers removed from the mining, smelting or refining process with respect to any metals or similar minerals that may be contained in, and that may be necessary to the functionality of, the merchandise that we offer for sale, we rely on our vendors to be knowledgable about their suppliers and vendors.   We expect our vendors not to knowingly supply us with products that include tin, tungsten, tantalum or gold originating from the Democratic Republic of the Congo or its adjoining countries (collectively, “3TG Minerals”), unless our vendors can confirm that the 3TG Mineral used has been sourced responsibly and in compliance with industry recognized programs (e.g., Conflict-Free Sourcing Initiative).  We further expect our vendors to comply with our requests to provide us with information and perform due diligence regarding their sourcing of 3TG Minerals.  Failure to conduct business in a manner that meets these standards could result in the termination of your business relationship with MFRM.

IV.  Reporting Violations.
It is our clear expectation that all vendors promptly will report to us suspected violations of this Code or of any of our other policies such as our Corporate Code of Business Conduct and Ethics.  Vendors may do so by contacting our Chief Compliance Officer at (713) 328-3426.

V.  Amendments.
MFRM reserves the right to terminate, suspend or modify this Vendor Code of Conduct, in whole or in part, at any time and for any reason in its sole discretion.