ZOLL Supplier, Distributor, or Consultant Responsibility

ZOLL^® considers its suppliers, distributors, and consultants to be an integral part of our company and as such we expect them to adhere to the principles of ZOLL’s Code of Conduct in the course of their work on behalf of ZOLL. Suppliers, distributors, and consultants wishing to transact business with ZOLL should have a good reputation for quality and honesty in the business community. Suppliers, subcontractors, distributors and consultants must comply with the provisions of all applicable federal, state and local laws, regulations, rules and orders including but not limited to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502, regarding conflict minerals, the Foreign Corrupt Practices Act and local anti-corruption regulations, and the California Transparency in Supply Chains Act of 2010. Suppliers, distributors, and consultants will be given a chance to compete fairly for ZOLL’s business, removing any conflict of interest.

All information developed or shared with a supplier, distributor, or consultant as a result of the business process should be considered proprietary and confidential to ZOLL and may not be disclosed to a third party without express written consent from ZOLL.

ZOLL’s suppliers, distributors, or consultants should be aware that illegal or unethical activity will not be tolerated and could result in termination of the business relationship. Suppliers, distributors, or consultants shall avoid any arrangement that could even appear to create a conflict of interest for a ZOLL employee. Suppliers, distributors, and consultants should not offer any gifts, payments, loans, services, compensation, ownership interest, or anything of value to any employee or a ZOLL related party. Reasonable social amenities customarily associated with legitimate business relationships are permitted.

Terms and conditions of Vendor (whether contained in a purchase order confirmation or otherwise) which are in any way in conflict or inconsistent with or different or in addition to these standard terms and conditions (whether communicated orally or contained in a purchase order verification, delivery ticket, invoice, or other written correspondence) shall not be binding on ZOLL and are rejected and shall not be considered applicable to any purchase of products or services by ZOLL unless expressly agreed to in writing by ZOLL. The supply of products or services to ZOLL pursuant to any purchase order or similar order of products or services by ZOLL shall be conclusive evidence of Vendor’s approval of and consent to the terms and conditions herein contained. No goods or services should be supplied to ZOLL without the proper authorized and approved purchase order or other appropriate authorization from a person with the authorized authority at ZOLL.