NUANCE MEDICAL SUPPLIER CODE OF CONDUCT
We always do what is right. We operate with high ethical standards and are committed to complying with all applicable laws, regulations, and legal requirements in every country in which we operate, and we expect the same of every Supplier who partners with us.
Nuance Medical defines a “Supplier” as any individual, distributor, manufacturer, vendor, subcontractor, consultant, or other third party that provides goods or services to, or acts on behalf of, the Company.
We are dedicated to providing quality products and services that meet or exceed the requirements of our customers, providers, and patients. That commitment begins in our supply chain. Our business relationships are built on trust, mutual respect, and transparency; we choose Suppliers who share those values.
INTRODUCTION
Nuance Medical recognizes that its Suppliers operate independently and are not under its control or direction. However, adherence to this Code is a condition of selection and continued engagement as a Nuance Medical Supplier.
Nuance Medical reserves the right to audit its Suppliers at any time to ensure compliance with this Code and applicable laws and regulations. Any potential violations may result in corrective action requirements, suspension of the business relationship, or termination, depending on the nature and the severity of the violation.
Suppliers acknowledge that this Code and applicable laws and regulations are subject to change over time. They agree to stay informed and comply with any updates to this Code and their legal obligations.
This Supplier Code does not replace any contractual obligations between Nuance Medical and its Suppliers. Where a contract imposes more specific or more stringent requirements, those requirements apply. In the event of any conflict, the more protective standard governs.
CORE PRINCIPLES
Nuance Medical’s Supplier relationships are built on core principles. Every requirement in this Code flows from one or more of these principles:
– Our Way: Suppliers must comply with all applicable laws and regulations in every country in which they operate.
– Legal Compliance: Suppliers must act with integrity, honesty, and transparency in all interactions with Nuance Medical.
– Human Rights: Suppliers must comply with all applicable labor laws and treat their workers with ethics and integrity in every aspect of employment.
– Product Safety: Suppliers must ensure that all goods and materials supplied to Nuance Medical are safe, accurately represented, and compliant with regulations.
– Environmental Responsibility: Suppliers must operate in a manner that minimizes adverse environmental impact and supports sustainable business practices.
– Fair Competition: Suppliers must compete lawfully and must not engage in or facilitate any conduct that restricts, distorts, or harms fair competition.
OUR WAY
General Compliance Requirements. Suppliers must comply with all applicable local, state, federal, and international laws and regulations, including but not limited to those governing labor, employment, health and safety, environmental protection, data privacy, export controls, anti-corruption, and fair competition. Suppliers own the responsibility for identifying and complying with all laws and regulations applicable to their business, in every jurisdiction where they operate.
Licenses, Permits, and Registrations. Suppliers must obtain and maintain all licenses, permits, certifications, and registrations required for their business activities, including those specific for manufacture, distribution, storage, or sale of medical devices, cosmetics, or medical products supplied to Nuance Medical.
Export Controls and Sanctions. Suppliers must comply with applicable U.S. and international export control laws and economic sanctions regulations, including any restrictions on the origin of goods and materials supplied to Nuance Medical.
ETHICAL CONDUCT
Anti-Bribery and Corruption. Suppliers must comply with all applicable anti-bribery and corruption laws and industry codes. They must not offer or accept bribes, kickbacks, illegal political contributions, or other improper payments to any customer, government official, or private individual.
Conflicts of Interest. Suppliers must have processes to identify, prevent, and manage conflicts of interest involving their employees, owners, or investors.
Facilitation Payments. Facilitation payments are strictly prohibited, regardless of whether they are permitted under local laws.
Gifts, Hospitality, and Entertainment. Gifts, hospitality (refreshments, meals, and/or accommodations), or entertainment must never be provided to influence or encourage a recipient to make a favorable business decision for the Supplier or Nuance Medical. In restricted, regulated circumstances, gifts, hospitality, or entertainment may be permitted but must be modest, reasonable, and infrequent for any individual recipient. Suppliers must adhere to Nuance Medical’s policies regarding gifts, hospitality, and entertainment to healthcare professionals, as well as restrictions on providing anything of value to government officials.
Books, Records, and Financial Integrity. Suppliers must maintain accurate, complete, and transparent books and records relating to their business with Nuance Medical. Suppliers must not falsify invoices, records, test results, certificates of analysis, regulatory filings, or any other documentation provided to Nuance Medical. All financial transactions between Nuance Medical and its Suppliers must be accurately recorded and supported by legitimate documentation.
Monitoring and Enforcement. Suppliers are expected to cooperate with and support Nuance Medical, either directly or through a third party, in conducting inspections and audits upon reasonable notice to ensure compliance with this Code. Suppliers must maintain all documentation demonstrating compliance and provide it to Nuance Medical or an authorized third-party agent upon request.
Subcontractor Relationships. Suppliers must implement a vendor risk management program, conduct due diligence activities, and notify Nuance Medical in advance. Written consent from Nuance Medical is required before subcontracting or assigning any obligations under a contract with Nuance Medical.
Compliance Training and Education. Suppliers must implement training programs to educate their employees on making ethical decisions in compliance with applicable laws, industry codes, and Nuance Medical contractual requirements. When necessary, Nuance Medical may, at its discretion, require a Supplier to facilitate training that meets Nuance Medical’s standards in any subject area covered by this Code, at the Supplier’s expense.
DATA PRIVACY AND INFORMATION SECURITY
Confidential Information and Data Privacy. Suppliers must implement and maintain adequate personal data and information security protections for all information they process, including that processed by subcontractors acting on their behalf. Suppliers must comply with all applicable data protection and privacy laws and align with industry standards for safeguarding and securing information.
Protection of Data and Personal Information. Suppliers must establish an organizational structure to effectively manage policies and procedures for protecting the confidentiality, integrity, and availability of information. This includes safeguarding Personal Information and confidential business information from cyber threats, unauthorized access, destruction, alteration, disclosure, or misuse.
Information Security. Suppliers that access Nuance Medical’s systems, networks, or facilities must comply with Nuance Medical’s information security requirements, including acceptable use policies, access controls, and any applicable cybersecurity standards. Suppliers must not introduce malware, unauthorized software, or security vulnerabilities into Nuance Medical’s systems.
ARTIFICIAL INTELLIGENCE USE
Nuance Medical recognizes that Suppliers use artificial intelligence (“AI”) tools in their business operations, including manufacturing, quality control, documentation, data processing, and pricing. Suppliers must ensure that their use of AI tools is transparent, accurate, lawful, and consistent with the requirements of this Code.
Transparency. Suppliers must disclose to Nuance Medical upon request whether and how they use AI tools in any process that affects the goods and services supplied to Nuance Medical, including manufacturing, quality control, documentation, testing, pricing, and data processing. Suppliers must promptly notify Nuance Medical of any material change in their use of AI that may affect product quality, regulatory compliance, or the confidentiality of Nuance Medical’s information.
Protection of Confidential Information. Suppliers must not input, upload, or otherwise transmit Nuance Medical’s confidential information, including product formulations, pricing data, customer information, regulatory submissions, or proprietary business strategies, into any AI tool, platform, or service without Nuance Medical’s prior written approval. This prohibition applies to publicly available AI tools and platforms, as well as any third-party AI systems that process data outside the Supplier’s controlled environment. Suppliers may not use AI notetakers or similar recording/transcription tools in meetings where Nuance Medical confidential information is discussed, unless approved in advance by Nuance Medical in writing. Regardless of environment, Suppliers may not use AI to derive, replicate, or reverse-engineer Nuance Medical’s confidential information (including formulations, specifications, pricing, customer information, or business strategies), or develop products, services, or strategies that compete with Nuance Medical using such information.
Accuracy, Human Oversight, and Regulatory Compliance. Suppliers must not submit AI-generated documentation, including certificates of analysis, safety data sheets, test reports, batch records, or regulatory filings, to Nuance Medical or to any regulatory authority without prior human review and verification of accuracy. Suppliers must comply with all applicable FDA guidance on the use of artificial intelligence in manufacturing, including validation requirements for AI-assisted quality systems.
HUMAN RIGHTS
We are committed to fostering an ethical culture and a safe workplace. We expect our suppliers to act ethically and with integrity in all business dealings and to adhere to the following standards:
Nuance Medical strives to engage with suppliers committed to conducting business ethically and responsibly, including respecting internationally recognized human rights. We expect suppliers to treat their workers with dignity and respect and to uphold the highest human rights standards.
Specifically, we require the following of each of our suppliers:
Underage Labor. Nuance Medical does not tolerate the use of underage labor and will not knowingly work with suppliers that employ underage workers. An underage worker is defined as any individual younger than the local minimum working age or the age of 15, whichever is older, or anyone not adhering to the age-related working restrictions established by local law or international standards as defined by the International Labor Organization (ILO).
If underage workers are found working, the Supplier must:
– Immediately remove the child from the workplace.
– Create a corrective action plan, which may include policies and training, to prevent the use of underage workers in the future.
– Provide suitable measures to support the welfare of the underage worker, such as accommodations, vocational training, and covering necessary associated costs.
Forced Labor or Human Trafficking. We condemn the use of any form of forced, bonded, indentured, compulsory, exploitative prison, trafficked, or slave labor as defined by the International Labor Organization (“ILO”) Forced Labour Convention (No. 29) and Abolition of Forced Labour Convention (No. 105).
Suppliers are strictly prohibited from recruiting, harboring, transporting, provisioning, or obtaining individuals for labor or services through force, fraud, or coercion. All labor must be voluntary. Workers must have the right to freedom of movement without undue restrictions on entering and exiting facilities and must be free to leave or terminate their employment at any time.
Working Hours. Suppliers must ensure working hours do not exceed the applicable legal limit or 60 hours per week, except in emergencies or other exceptional circumstances. Suppliers must also provide workers with at least one day off in every seven-day working period. Overtime work must always be voluntary and compensated at a premium rate.
Wages. Workers must not be required to perform unpaid work. Workers’ monthly wages or piece-rate pay must, at a minimum, meet local legal minimum wage requirements or industry benchmark rates. Wages must be paid regularly, in full, and in accordance with local laws.
Compensation. Suppliers must ensure that workers are paid at least the minimum wage and provided benefits as required by applicable laws and regulations. Overtime must be compensated at the rates mandated by those laws and regulations. Workers must be free to leave their employment with reasonable notice and must be paid on time and in full for all work completed prior to their departure.
Health and Safety. Suppliers must provide workers with a workplace that meets applicable health and safety standards and, if applicable, safe and healthy living quarters. Suppliers must also have health and safety programs in place to:
– Worker Safety and Protection: Protect workers from exposure to chemical, biological, and physical hazards in the workplace.
– Hazardous Chemical Information: Provide workers with safety information and training about hazardous materials and their safe use to prevent exposure. Workers should be informed about hazardous materials, including cleaning agents, solvents, raw materials, and various types of waste.
– Emergency Preparedness and Response: Develop and display emergency evacuation routes and response procedures in the workplace facilities and company-provided living quarters to minimize the impact of emergencies requiring immediate evacuation.
Fair Treatment. Suppliers must maintain a working environment free from harsh or inhumane treatment, including mental or physical coercion or corporal punishment. Physical, psychological, verbal, or sexual abuse or harassment will not be tolerated under any circumstances.
Fair Treatment Oversight. Suppliers should designate a qualified individual to ensure fair treatment policies and practices are implemented. All workers must understand disciplinary and grievance procedures, and fines imposed as part of disciplinary action must be legal and fair. Supervisors or individuals in positions of authority found abusing workers must be appropriately disciplined.
Security Personnel Standards. Workers must not be subjected to body searches. When physical security searches are necessary, they must be conducted only by authorized parties, in accordance with local laws and legal standards, and performed by same-sex security guards.
Working Conditions. Suppliers must provide all workers with access to clean toilets and potable water. Workers must also have access to sanitary food preparation, storage, and dining areas. If residential facilities are provided, they must be safe and sanitary.
Freedom of Association. Suppliers must respect workers’ rights to freely choose to join associations, organizations, and trade unions, and to bargain collectively, as permitted by local laws or regulations.
Antidiscrimination. Suppliers must promote a workplace free from discrimination. They must not discriminate against any worker based on age, ethnic origin, disability, national origin, gender, marital status, physical appearance, pregnancy, religion, race, sexual orientation, or union association in hiring or other employment practices.
Reporting Concerns. Workers should be encouraged to report concerns or illegal activities in the workplace without fear of retaliation, bullying, or harassment. Suppliers must investigate reports and take appropriate, ethical corrective action if necessary.
Cash Deposits. Suppliers must not require workers to pay cash deposits to secure their jobs, employer-provided accommodations, or pay deposit fees for tools, training, or personal protective equipment needed to perform their jobs safely.
PRODUCT SAFETY
Compliance with Product Regulations. Suppliers of raw materials, ingredients, finished goods, packaging, or testing services must:
– Comply with all applicable FDA regulations including 21 CFR Parts 210, 211, and 700 series.
– Accurately represent the identity, purity, strength, and composition of all materials supplied.
– Provide accurate Certificate of Analysis (COA), Safety Data Sheets, test results, and other required documentation with each shipment.
Prohibited Ingredients and Adulteration. Suppliers must not supply Nuance Medical with any material that:
– Contains undisclosed ingredients, adulterants, contaminants, or substitutes.
– Fails to meet applicable purity, potency, or stability specifications.
– Has been manufactured, stored, or transported under conditions that may compromise product integrity or consumer safety.
– Is counterfeit, misbranded, or adulterated as defined under the Federal Food, Drug, and Cosmetic Act (FDCA).
Traceability and Documentation. Suppliers must maintain complete and accurate traceability records for all material supplied to Nuance Medical. Records must be retained for a minimum of three (3) years, or longer when required by applicable law or Nuance Medical contracted agreements. Suppliers must promptly notify Nuance Medical of any quality event, regulatory action, or product recall affecting materials supplied to Nuance Medical.
Supplier Audits and Inspections. Nuance Medical reserves the right to audit or inspect any Supplier’s facilities, records, and quality systems upon reasonable notice to verify compliance with this Code and applicable quality standards. Suppliers must cooperate fully with all Nuance Medical audits and must promptly remediate any identified deficiencies.
Regulatory Notification. Suppliers must notify Nuance Medical within 48 hours of any FDA inspection, warning letter, recall, import alert, or other regulator action that may affect the quality, safety, or regulatory compliance of materials supplied to Nuance Medical.
ENVIRONMENTAL RESPONSIBILITY
Suppliers must comply with applicable environmental laws and regulations in all jurisdictions where they operate, including those governing air emissions, wastewater discharge, hazardous waste management, chemical handling, and environmental permitting. Suppliers must obtain and maintain all required environmental permits and licenses.
Hazardous Materials. Suppliers that manufacture, store, or transport hazardous chemicals or materials must comply with all applicable federal, state, and local requirements in the United States, as well as the equivalent laws and regulations of every country in which they operate.
Waste Reduction and Sustainability. Nuance Medical encourages Suppliers to adopt practices that minimize waste, reduce energy consumption, and support environmental sustainability. Suppliers are encouraged to:
– Minimize packaging waste and use recyclable or sustainable materials where safe and feasible.
– Reduce greenhouse gas emissions and track environmental performance over time.
– Implement programs to reduce water consumption and prevent water pollution.
– Identify and responsibly manage hazardous waste to prevent environmental contamination.
FAIR COMPETITION
Competing Fairly. Suppliers must conduct business in a manner consistent with fair and vigorous competition and in compliance with all applicable antitrust laws. Suppliers must compete on the merits of their products and services and must not engage in any conduct that restricts, distorts, or harms fair competition.
Prohibited Conduct. Suppliers must not engage in any of the following conduct, either independently or in coordination with Nuance Medical or any other party:
– Price fixing: agreeing with competitors to set, raise, lower, or stabilize prices for goods or services.
– Market allocation: agreeing with competitors to divide customers, territories, or product markets.
– Bid rigging: coordinating bids in any competitive bidding or tender process involving Nuance Medical.
– Group boycotts: agreeing with competitors to refuse to deal with particular customers or suppliers.
– Improper information exchange: sharing competitively sensitive pricing, cost, capacity, or customer information with competitors.
REPORTING, REMEDIATION, AND CONSEQUENCES
Reporting Concerns to Nuance Medical. Suppliers who know of or suspect a violation of this Supplier Code of Conduct, applicable laws, regulations, or industry codes, whether by someone within or outside the Supplier’s organization, must take action to report the violation. Reports can be made through one of the following reporting channels:
– Email the Nuance Medical Compliance Manager at [email protected]
– Report online to the Ethics and Compliance Hotline. Visit www.reportit.com, using the Report It code Nuance, or download the Report It app (from the App Store, Google Play, or by texting Nuance to 63975) and enter code Nuance.
Nuance Medical will not retaliate against any Supplier who reports a concern in good faith, and will maintain the confidentiality of the reporting party to the extent reasonably practicable.
Remediation. If Nuance Medical identifies a violation or potential violation of the Code by a Supplier, Nuance Medical will notify the Supplier and may require them to:
– Conduct a root cause analysis and provide a written remediation plan.
– Implement corrective actions within a specific timeframe.
– Comply with a follow-up audit or inspection to verify remediation.
– Provide additional training or procedural controls to prevent recurrence.
Nuance Medical will work collaboratively with Suppliers to remediate issues where the Supplier demonstrates a genuine commitment to improvement. However, Nuance Medical reserves the right to terminate the Supplier relationship immediately where violations are severe, repeated, or involve fraud, corruption, forced labor, child labor, or a material risk to product or consumer welfare.
Consequences of Non-Compliance. Failure to comply with this Code may result in one or more of the following consequences:
– Formal written notice and demand for corrective action.
– Suspension of purchase orders or supply arrangements pending remediation.
– Termination of the supplier agreement and business relationship.
– Referral to the appropriate regulatory authorities where the violation involves a breach of applicable law.
– Legal action to recover damages or losses suffered by Nuance Medical as a result of the violation.
Version 2.0 | July 15, 2026