1. CORE VALUES

1.1. Values
1.1.1. National Seating & Mobility, Inc. (“NSM”) has established standards for its business practices that are set forth herein. These standards reflect our commitment to our values of Honor, Excellence, Accountability, Respect, Teamwork and Service. NSM expects its Suppliers to share and embrace these values as well as NSM’s commitment to regulatory compliance.
1.1.2. While Suppliers are independent entities from NSM, the business practices and actions of a Supplier, when conducting business with or on behalf of NSM, may significantly impact and reflect upon NSM. Because of this, NSM expects all Suppliers and their employees, agents, and subcontractors to follow our high ethical standards, while they are conducting business with us or on our behalf.
1.1.3. It is the responsibility of our Suppliers and their representatives to understand and adhere to NSM’s expectations. Suppliers should notify a member of NSM management if any situation develops that causes the Supplier to operate in a way that may conflict with NSM’s expectations. NSM may request the removal of any Supplier or representative who behaves in a manner that we consider to be acting inconsistent with these standards.

1.2. Ethical Conduct
1.2.1. NSM is committed to conducting business in a legal, ethical, and responsible manner and requires that our Suppliers operate at the same high standard.
1.2.1.1. Suppliers shall operate with integrity, in an ethical manner, and in compliance with all laws, rules, and regulations applicable in our industry and our places of business.
1.2.1.2. Suppliers Must:
- Comply with all applicable laws and regulations in all locations in which they operate
- Comply with all applicable privacy and data laws
- Not represent themselves as employees of NSM
1.2.1.3. Suppliers are prohibited from any and all forms of bribery, corruption, extortion, or embezzlement and shall ensure there are adequate procedures in place to prevent bribery in all commercial dealings undertaken by the Supplier, its suppliers and its 3rd party sales representatives. All suppliers shall comply with the U.S. Foreign Corrupt Practices Act.
1.2.1.4. Any entertainment must be primarily for the purpose of conducting business. NSM and Supplier shall each pay their own entertainment expenses incurred by their respective employees or agents. Gifts shall not be exchanged between NSM and Supplier.
1.2.1.5. NSM’s confidential information, know-how and intellectual property must be respected and safeguarded. All information provided by NSM that is not in the public domain is deemed confidential and is only to be used for its intended and designated purpose. All personal information about individuals, such as NSM’s consumers or employees, shall be handled with full respect for the protection of their privacy and in compliance with all applicable laws and regulations. Confidential information shall not be shared with any third party unless expressly permitted by NSM in writing. Likewise, Supplier should never divulge to NSM any confidential information about its competitors or NSM’s competitors.
1.2.1.6. Supplier acknowledges that NSM’s standard employment agreement with its Assistive Technology Professional includes a prohibition on direct or indirect competition and on direct or indirect business engagement with therapists, referral sources, physicians and healthcare providers subsequent to termination of employment with NSM.
1.2.1.7. Supplier shall conduct all operations, sourcing, manufacture, distribution of products and the supply of services with the aim of protecting and preserving the environment.

1.3. Conflicts of Interest
1.3.1. Supplier shall avoid all Conflicts of Interests in all business dealings with NSM. A Conflict of Interest is defined as any situation in which a Supplier, or a representative of a Supplier, has an actual interest that may influence the objective performance of its obligations to NSM, prevent
Supplier from rendering an unbiased and fair service to NSM or acting in the best interests of NSM. 1.3.2. Supplier shall, upon discovering or suspecting a Conflict of Interest within its business dealings with NSM, immediately disclose the conflict in writing to:
compliance@nsm-seating.com.

1.4. Safety
1.4.1. Supplier shall comply with all safety rules and signage while on NSM property.
1.4.2. Supplier shall follow all infection control guidelines while on NSM property and when interacting with NSM clients. Supplier shall report any exposure to pathogens by its employees when on NSM property within 24 hours to NSM at compliance@nsm-seating.com.

2. COMPLIANCE
Supplier shall comply with all terms of this Code of Conduct, including those specifically enumerated below, and shall ensure that any subcontractor of Supplier shall also comply with said terms.

2.1. Safeguarding Protected Health Information (PHI)
Certain situations may necessitate sharing Protected Health Information (“PHI”) of NSM clients. As applicable, Suppliers shall operate in compliance with the Federal Health Insurance Portability and Accountability Act (HIPAA), Personal Information Protection and Electronic Documents Act (PIPEDA), Canadian provincial and territorial privacy laws, and any other applicable local, state, or federal requirements.

2.2. Fraud, Waste, and Abuse (including Anti-Kickback, Stark and Discount Safe Harbor)
In general, Suppliers should ensure they comply with applicable Fraud, Waste, and Abuse laws, rules, and regulations, including but not limited to, the Federal Anti-Kickback Statue, and the STARK Law - Section 1877 of the Social Security Act (42 U.S.C. § 1395nn).
2.2.1. All Supplier pricing, discounts, programs, promotions must be provided in advance of purchase in accordance with the Discount Safe Harbor of the Federal Anti-Kickback Statute, or other Safe Harbors when applicable.
2.2.1.1. Where NSM and Supplier have a commercial agreement inclusive of defined pricing and discounts, Supplier shall not provide transactional discounting at the request of NSM employees or its sales staff.
2.2.1.2. All Supplier promotions, temporary discounts, free upgrades, or free accessories must receive prior written approval by NSM Supply Chain in advance of communication or implementation by Supplier.
2.2.1.3. Any transactional discount offered to NSM employees or locations, not approved by NSM Supply Chain, will be deemed to have been offered to all NSM employees and locations and will become the new defined price for a period of not less than 180 days.

2.3. Legal and Regulatory Compliance
2.3.1. All products shall be compliant with all applicable local, state, and federal laws governing the delivery address on the PO. Products are to be developed, sourced, and produced in compliance with all local, state, and federal laws, industry requirements, and NSM policies.
2.3.1.1. Supplier shall comply with all other applicable international laws and regulations, including those relating to international trade (e.g., sanctions, export controls, and reporting obligations), data protection, and antitrust/competition laws.
2.3.2. Supplier shall be responsible for all regulatory compliance interactions with the Food and Drug Administration (FDA), including, without limitation, adverse event reporting, product complaints, and annual reports as may be legally required.
2.3.2.1. Suppliers of wheelchair components shall be compliant with FDA regulations including Quality Management System. Upon request by NSM, supplier shall provide a copy of its quality manual for NSM review.
2.3.2.2. Where required, Supplier shall obtain a 510(k) and, upon NSM’s request, shall provide a copy to NSM within 10 days.
2.3.2.3. PDAC Coding – Where required, Supplier shall obtain and maintain PDAC verification. NSM recommends that suppliers secure PDAC verification even where not required. In any documentation provided by Supplier to NSM that includes HCPCs coding, Supplier should note any utilization of a HCPCs code where not PDAC verified.
• All changes or loss of PDAC verification must be immediately reported to NSM-SupplyChain@nsm-seating.com, compliance@nsm-seating.com and mdm@nsm-seating.com.
2.3.3. Product Hygiene Compliance (Pre-Ship) - Supplier shall have, maintain, and perform a pre-ship hygiene routine to ensure product safety. NSM reserves the right to review pre-ship hygiene procedures and documentation upon request.
2.3.4. Recalls - In the event of a recall, Supplier shall notify NSM via NSM-SupplyChain@nsm-seating.com and compliance@nsm-seating.com.
2.3.5. California Proposition 65 - Supplier bears responsibility for compliance with California Proposition 65, including all California Proposition 65 labeling requirements. NSM will not label products on Suppliers behalf or accept charges or fines associated with California Proposition 65 product compliance or labeling failures.

2.4. Labor Practices
2.4.1. NSM is committed to treating people with dignity and respect and requires that our Suppliers do the same. Supplier shall comply with all applicable laws regarding labor practices.
2.4.2. Supplier shall not discriminate against or harass an individual on the basis of race, color, religion, gender, pregnancy, HIV status, health status, sexual orientation, national origin, age, disability, veteran’s status, union membership, marital status, or political affiliation.
2.4.3. All of Supplier’s employees shall be provided a total compensation package, including wages, overtime pay, benefits, and paid leave, which meets or exceeds the legal minimum standards or appropriate prevailing industry standards, whichever is higher. Compensation terms established by legally binding collective bargaining agreements shall be implemented and adhered to.
2.4.4. Under no circumstances shall a Supplier use forced labor, whether in the form of compulsory or trafficked labor, indentured labor, bonded labor or other such forms. Mental and physical coercion, slavery, and human trafficking are prohibited.
2.4.5. Under no circumstances shall a Supplier employ individuals under the age of 15 or under the local legal minimum age for work or mandatory schooling, whichever is higher. When young workers are employed they must not do work that is mentally, physically, socially or morally dangerous or harmful or that interferes with their schooling by depriving them of the opportunity to attend school.
2.4.6. Supplier shall enforce upon its suppliers the same standards as defined in this section.
2.5. Risk and Liability
2.5.1. Supplier warranties for defects in material and workmanship shall be no less than 1 year from delivery to client. NSM shall not be liable to perform warranty repairs at its own cost unless mutually agreed upon, and in no event if the defect rate exceeds 1% of annual transactions of the applicable parts/product.
2.5.2. Insurance Coverage – Supplier shall provide a Certificate of Insurance with National Seating & Mobility, Inc. named as an additional insured and with evidence of a minimum coverage of $1,000,000 per occurrence and $5,000,000 aggregate.
2.5.2.1. Supplier shall provide an updated COI annually to mdm@nsm-seating.com. Failure to provide an updated COI within 10 days of request will result in suspension of business until remedied.
2.6. Responsible and Transparent Sourcing and Manufacturing
2.6.1. Supplier shall source Conflict Minerals from sources that are DRC Conflict free. Upon request, Supplier shall provide transparency as to the source of any Conflict Mineral.
2.6.2. Supplier shall ensure all of its suppliers follow the same standards as defined above. NSM reserves the right to audit Supplier’s suppliers for compliance with this Code of Conduct. Supplier agrees that upon such request, and with notice of at least 10 days, Supplier shall fully cooperate with NSM to facilitate such audits, which may include, without limitation, site visits or review of documentation.
2.6.2.1. In no event shall NSM’s right to audit provide NSM access to commercial information, pricing, volume, etc. between Supplier and its suppliers.
2.6.3. Environmental, Social and Corporate Governance (ESG)
2.6.3.1. NSM encourages Suppliers to adopt an environmental, social and corporate governance policy and implement sustainable systems. Suppliers should understand, and take account of, the environmental and social impacts of their own operations and their supply chains. Suppliers are also expected to adopt suitable global environmental and social standards where local laws and regulations are absent. The following are best practices for Supplier’s consideration.
• Resource Efficiency: Sustainable businesses minimize the use of natural resources. Suppliers are expected to have commitments to improve resource efficiency, including minimizing use of scarce or non-renewable resources, by using recycled materials where possible and by recycling the materials that they use.
• Energy: Energy efficiency reduces the use of resources and reduces costs. Suppliers should aim to reduce energy consumption in the creation and use of their products and services.
• Water: Suppliers should aim to sustainably manage their use of water in their own operations, supply chains, and their products and services. This includes minimizing the use of water in regions where water is scarce and ensuring that water discharges are free from pollution.
• Waste: Suppliers should have targets and processes to reduce waste from their own operations. This should include reducing waste and ensuring waste is properly disposed of. Suppliers should also be aware of waste issues in their supply chains and work with their own suppliers to minimize impacts.
• Biodiversity: Suppliers should aim to understand and to protect biodiversity in their local environment and communities. They should also seek to understand and reduce impacts from their own supply chains by using sustainable sourcing.
• Product Standards: Suppliers should ensure that their products meet the highest quality standards and do not contain ingredients or components that might pose a threat to human health or the environment. Physical products supplied should be manufactured in a sustainable manner that minimizes environmental impacts.
2.6.4. ESG Reporting: NSM may request that Supplier provide reporting on its ESG Policy, its Carbon impacts, and its efforts to drive improvements. Supplier shall make commercially reasonable efforts to support the ESG framework, make improvements in environmental and social impact, and to provide ESG reporting as requested by NSM.

3. ORDER MANAGEMENT

3.1. Quoting
3.1.1. Upon request, Supplier shall provide a quote for the products specified in its standard format on its letterhead with a unique quote number and date. Upon request, Supplier shall provide quote variations including MSRP only or primary cost only. Quotes must be valid for at least 90 days.
Additional contents for all quote information including but not limited to the following:
• Cost
• MSRP
• Item Detail
• Workorder Number
• Quantity
• Quote Date
• HCPCS
• Discount Structure (if applicable)