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Zimwnt-Ufc01 - WNTP236 - 4097 - 001 (00000002) PDF
Zimwnt-Ufc01 - WNTP236 - 4097 - 001 (00000002) PDF
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BEOGBAD
DISTRIBUTION AGREEMENT
Zimmer GmbH, a company duly organized and existing under the laws of
Switzerland with its registered office at Sulzerallee 8, 8404 Winterthur,
Switzerland;
"Zimmer"
and
"Biomet"
Zimmer and Biomet will be referred to jointly as "Sellers"
and
"Distributor"
Sellers and Distributor will be referred to collectively as the "Parties" and
individually as a "Partr".
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Preliminary remarks
(A)
(B)
Notwithstanding the above, Sellers operate as separate legal entities which each sell and
deliver the Products (as defined below) to Distributor separately.
(C)
Distributor is in the business of, and has experience in, marketing and selling products
similar to the Products. Distributor desires to market and distribute Sellers' Products in
the Tenitory (as defined below).
(D)
Sellers desire to have the Products marketed and distributed by Distributor in the
Territory. The sale and delivery of the Products from Sellers will be conducted separately
between Distributor and Zimmer on the one hand and between Distributor and Biomet on
the other hand. Despite this separation, the terms and conditions of the sale and delivery
from Sellers to Distributor shall be carried out on the basis of this Agreement.
(E)
This Agreement amends and replaces the Distribution Agreement by and between
Distributor andZimmer in force as of 1 February 2015.
l.
Definitions
1.1
Unless the context clearly requires otherwise, as used herein, the following capitalized
terms shall have the following meanings:
Affiliate(s)
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AI
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Su/e
Swite
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Zirnn
Agreement
BIS
Bribery Act
is defined in Section
Change of Control
means
CMR
cargo by road;
Condition
Distributor
the
Agreement;
EU
FCPA
FSCA
FSN
HSC
Initial Term
is defined in Section
Instruments
Intellectual Property
ISO
me an s
Minimum Purchase
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Requirements
I3
is defined in Section
OFAC
Products
Relevant Agents
is defined in Section
Renewal Term
Reporting Incident
Sellers
Termination
Territory
VAT
Zimmer-Biomet
I 1 of Annex D of this
in
of Foreign
Agreement
of
this
II of Annex
1.2
Headings. Headings are used herein to facilitate the reading and do not define or affect in
any way the meaning and interpretation of this Agreement.
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2.
2.1
(a) an exclusive right to market and sell in the territory of Republic of Serbia hereinafter
the "Territory") the products as set out in detail in Annex A1 with respect to Zimmer
and Annex A2 with respect to Biomet hereto (hereinafter the "Products") which are
supplied by Sellers in accordance with the terms and conditions of this Agreement;
and
(b) an exclusive license to use in connection with the marketing and sale of such Products
within the Tenitory the Intellectual Property in accordance with Section 12 of this
Agreement.
2.2
Variation of Product lines. Sellers, at their sole discretion, may, on a 60 (sixty) days
prior notice to Distributor, cease to sell any of the Products, provided that (i) the orders
received and accepted before the effective date of such notice shall be filled, and (ii)
Sellers shall continue to supply to the Distributor any such Products necessary to fulfill
obligations of the Distributor related to on-going, already awarded tenders or supply
contracts, to the extent such Products are available in Sellers product portfolio and
available in sufficient quantities. In case the Sellers would intend to cease with sale of
any of the Products pursuant to this Section 2.2, they will in advance request from the
Distributor information on its expected requirements for any such Products in the next 12
months period and upon receiving such information the Sellers undertake to ensure
sufficient quantities of any such Products to satisff notified expected requirements of the
Distributor.
By way of exception, Sellers shall have the right to cease to sell any of the Products
immediately, if requested to do so by a regulatory authority or mandated by applicable
laws, rules or regulations, including but not limited to a product recall according to
Clause 8.3.
Likewise Sellers may from time to time add new products to their product lines for the
sale and delivery in the Territory and Distributor agrees to actively solicit sales for such
new products in the Tenitory in accordance with the terms and conditions of this
Agreement. Any such notice is as a modification to Annex A1 or Annex A2, provided
that Zimmer or Biomet provide Distributor with an updated version of Annex A1 or
Annex A2 concurrently with such notice.
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3.
Distributorfs Obligations
3.1
General obligations. Without prejudice to any other obligations under this Agreement,
Distributor hereby undertakes:
(a) to distribute the Products in the Territory under their original brand names and in their
original condition and packaging;
(b)
to import, purchase and resell the Products under its own name and for its own
account and consistently use its best efforts to sell the maximum amount of Products
in the Territory;
(c) to assign a minimum of 5 (five) fully trained Product sales representatives who shall
devote themselves exclusively for the performance of Distributor's obligations
hereunder with regard to the Products. Distributor shall bear all costs and expenses,
including all salaries and other benefits costs of its employees related to the
performance of such efforts. Distributor specifically acknowledges and agrees that the
continued manning of a dedicated sales force as specified above is a fundamental
element of this Agreement;
(d) to participate in compliance with any relevant industry code and instructions of Seller
at its own costs in any local trade shows for orthopaedic products and to prominently
display and market the Products during such events;
(e) to submit to Sellers for prior written approval all marketing materials, including but
not limited to local labelling to accompany the sales of Products , and, when required,
ensure that such materials are adequately translated by a certified translator;
(g) to submit to Sellers information relating to the hospital sales data including sales in
LC and units per brand by month and versus prior year, monthly reporting on market
and competitor activities, marketing activities, opportunities and threats to the
business as well as new & lost accounts specifications, all in a format acceptable to
Sellers and on a monthly basis in order to assist Sellers in the worldwide statistical
analysis and production planning. Representatives of Distributor and Sellers shall
meet on a half year basis to discuss such analysis;
(h) to provide to Sellers, if requested, upon demand and on a quarterly basis for a period
to be communicated by Sellers, information on the respective volume of identifiedl
Products sold directly or indirectly to specific hospitals, which names will befl
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(i) to advise
(k) to strictly comply with any and all special storage conditions required for a Product as
stated in the package insert andlor product label. Records of monitoring activities
demonstrating compliance to the specified conditions will be maintained throughout
the storage and distribution process;
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Zimmer and Biomet, unless and to the extent the FSCA is attributable or caused by
Distributor.
(m)to maintain in strict confidence and not use except for the purpose of this Agreement
any confidential information furnished by Zimmer or Biomet hereunder, and shall
impose the same obligation upon its employees, sub-contractors and sub-distributors
during the present Agreement and 7 (seven) years after its termination or expiration,
unless and until the said information has entered the public domain, by no fault of the
Distributor, or in case Distributor is obliged under any law or public authority ruling,
decision and/or resolution to disclose such information;
(n) to diligently provide, under its own responsibility and expense, for delivery and
installation of the Products and, if customers so request, maintenance of the Products,
according to Zimmer and Biomet's regulatory and quality policies as cotmunicated
to Distributor by Zimmer and Biomet. Distributor shall not undertake, either
intemally or by third parties, any servicing or repair of Products of Sellers without
prior written approval from Zimmer or Biomet;
(o) to comply with the general concepts of quality management and quality systems as
described in ISO 13485. Distributor shall support quality audit activities carried out
by Sellers and their notified body, if appropriate. This may include on-site auditing
during normal business hours and following a notice, delivered to Distributor no less
than 5 (five) business days in advance;
(p) to fulfill all orders of its customers in a way that ordered Products are dispatched and
invoiced to customers as soon as possible after receipt of the respective order from
Zimmer or Biomet;
(q) to inform customers within the Territory about the Products available for sale and to
receive and process orders from customers within the Territory for Products as per the
terms and conditions of this Agreement. Distributor hereby accepts such appointment
and undertakes to use every reasonable effort to create and maintain a market for and
to increase the sale of Products in the Territory but in doing so to comply with the
policies and procedures notifiedby Zimmer and Biomet to Distributor from time to
time as well as with any applicable law. Distributor should endeavor to respect the
rights of and deal fairly with Sellers' customers, suppliers, competitors and
employees. Distributor should not take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair dealing practice;
(r) to prepare together with the Sellers a filing for the individual
exemption
from the competent competition authority of the Territory, if applicable, and in
event to strictly abide by any competition laws and regulations applicable in
Territory; and
(s) to offer all practicable and administrative assistance in the collection of Zimmer and
Biomet receivables outstanding in the Territory at the time this Agreement was
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to Zimmer
and
3.2
Obligations to discharge tax and duties. Distributor shall have the complete and sole
responsibility for the payment of any tax obligations resulting from this Agreement,
including for import taxes, unless otherwise provided for in conformity with the product
supply terms set out in Section 4. Further, it will have no recourse to Zimmer or Biomet
in the event of failure to comply with any relevant tax regulations.
3.3
3.4
3.5
Compliance with Law. Distributor agrees that in performing its obligations under this
Agreement, it shall comply at all times to comply, with all applicable laws, regulations
and govemmental orders of the government of the Territory and of any jurisdiction in
which Distributor performs its obligations under this Agreement or that could otherwise
be applicable. Distributor's obligation regarding compliance with law and trade
compliance as well as with customs and import laws and regulations of the Tenitory is
specified in more detail in Annex D.
4.
4.1
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4.2
Orders fulfillment terms. In the absence of an event of force majeure, including without
limitation, strike or reasons beyond the reasonable control of Zimmer or Biomet or their
designees, Zimmer or Biomet or their designees undertake to fulfrll Distributor's orders
for Products within a reasonable time. If a delivery time is agreed upon with reference to
one or more specific orders, such delivery times shall be deemed indicative only and not
ofthe essence.
4.3
Product labels language. Zimmer and Biomet agree to provide the Products and related
instructions with labels in any required language(s) necessary in the Territory for
handling and delivering the Products.
4.4
Product sales support by Sellers. Sellers further agree to furnish Distributor with such
technical assistance as Distributor may reasonably request and that Sellers are capable of
fulfilling including without limitation sending one of their employees to Distributor.
Zimmer and Biomet will supply the Distributor with, among other things, technical
support the Distributor may reasonably require for the sales, after-sales service and
maintenance of Products sold in the Territory pursuant to this Agreement. Sellers shall in
particular assist Distributor in conducting and organizing sales meetings and clinics to
train Distributor's sales personnel free of charge. Such meetings and clinics must be
scheduled in advance by mutual agreement between Distributor andZimmer or Biomet.
4.5
Products price. The sales price for Products charged to Distributorby Zimmer or Biomet
will not change in2015, whereby they may change in2016, as a function of the cost of
the Products, economic developments and improvements of the Products. Zimmer and/or
Biomet will sell Products to Distributor at prices exclusive Value Added Tax FCA
(INCOTERMS 2010) point of shipment shown on the Zimmer Europe Export and
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Distributor Price List. Zimmer reserves the right, on 90 (ninety) days notice prior to any
shipment, to modi$ the prices of the Products. Zimmer and Biomet will supply annually
to Distributor estimates of Distributor net cost increases by the end of October.
4.6
Payment terms. Distributor agrees to pay Zimmer or Biomet or their designees the full
sales price of the Products as stated on the invoice of Zimmer or Biomet for each
shipment within 150 (one hundred fifty) days from the invoice date. Distributor agrees to
pay interest at the rate of one and a half percent (1.5%) per month on all overdue
invoices. Zimme.r and Biomet issue their invoices upon shipment of the Products. If
invoices are overdue for more than thirty (30) days, Sellers, at their sole discretion, may
(i) withhold all subsequent deliveries until the overdue account of Distributor is settled;
(ii) unilaterally modify all agreed credit and payment terms; and/or (iii) terminate this
Agreement as such default constitutes a material breach. Acceptance by Sellers of less
than full payment shall not be a waiver of any of their rights.
4.7
Debt collection. Distributor must pay all costs of collection, including, but not limited to,
reasonable attorneys' fees, court costs and collection agency fees involved in the
collection of (a) past due accounts; (b) amounts owed to Sellers by reason of Distributor's
breach of this Agreement; and (c) any and all amounts owed by Distributor to Seller for
any reason whatsoever.
4.8
Delivery terms. All deliveries of Biomet and Zimmer Products shall be FCA, GSCC
HAZELDONK, The Netherlands ICC 2010 FCA, Zimmer International Logistics
Eschbach, Germany ICC 2010, unless agreed otherwise. Distributor shall - at its own risk
and expense - affange for insurance for the Products to be transported from Sellers'
respective facility to their destination, with a reputable insurer, in line with the current
market practice in the industry. Upon request of Zimmer or Biomet, Distributor shall
provide Zimmer or Biomet, as soon as possible, but in any event before the Products are
offered for transport, with a copy of the insurance certificate. Upon request of Distributor,
Sellers can offer transport with Sellers' nominated carrier, for the risk and expense of
Distributor. If Distributor nominates and contracts a carrier, Distributor must send for
each shipment immediately, without the request of Sellers, sufficient proof of cross
border transport of the Products out of the country of delivery. Such proof can be in the
form of, but not limited to, standard shipping documentation, CMR Cargo letters signed
for receipt in the country of arrival, copies of freight invoices that specify the shipment,
export customs documentation, etc. which can be traced back to Sellers. If such proof
cannot be provided, Sellers are authorized to retrospectively (and with future shipments
that are transported in a similar fashion) add the applicable VAT rate to the deliveries to
Distributor for the Products including potential fines that may be levied by the relevant
tax authorities due to the incorrect application of the applicable VAT rate.
4.9
transportation costs, forwarding agents' fees, port, dock and handling charges, insurances,
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tariffs, customs duties, and all applicable taxes, and any other costs of exportation after
leaving point of origin, including all costs of importation into the Tenitory, shall be
regulated by the INCOTERMS 2010 as provided within this Agreement.
4.10
Product resale price. Distributor is free to determine the resale price for the Products,
provided that in doing so, Distributor will respect any relevant and applicable price
regulations in the Territory.
4.ll
Credit limit allowed to Distributor. It is agreed that Zimmer and Biomet will authorize
Distributor for a credit [to be agreed upon credit limit]. Zimmer and Biomet have the
right not to satisfy Distributor's orders if the amount of Distributor's credit limit exceeds
the then agreed upon limits.
4.12
or USD 150,000.00 each whichever is less by issuing credit notes for the returned stock
and invoicing the replacement stock selected by Distributor, provided (i) that the
replacement stock is equal in value to the stock returned pursuant to this Section; (ii) that
the returned stock has a minimum of two (2) years shelf-life remaining at the time of
return; (iii) that the returned stock was purchased by Distributor in the previous two (2)
years; (iv) and that the returned Products are current, global Products, are in good
conditions and in their original packaging. Zimmer and Biomet shall charge Distributor a
restocking charge of ten percent (10%) of the net sales price.
4.13
Retention of title. The Parties agree that the Products sold by Sellers to the Distributor in
the Tenitory are sold with a clause providing expressly transfer of their title from
Zimmer or Biomet to the Distributor subject to total payment of the respective price, both
principal and accessory to Zimmer or Biomet. The foregoing provisions shall not prevent,
on delivery of the Products transfer to the Distributor of the risks of loss or deterioration
of the Products subject to the title reservation, as well as any damage that might be
caused. The Distributor must take out adequate insurance to cover such risks from the
moment of delivery of the Products. The Distributor shall not pledge the Products as
security or transfer their ownership as guarantee.
Zimmer agrees to support or reimburse the Distributor, at a fair market value and only on
a presentation of supporting invoices from the organizing committees, with USD 25,000
(twenty five thousand US dollars) for national orthopedic congress, exhibition space,
similar congress and associated cost which take place in the Territory. Distributor shall
advise Zimmer in the prior quarter the date of the event.
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The further USD 75,000 (seventy five thousand US dollars) will be held by Zimmer to be
offset for Training & Education costs at Zimmer Institutes courses. The support shall be
comprehensive of registration costs, courses costs, accommodation and subsistence costs.
The airfares costs to the venue shall be for the Distributor's account.
5.
5.1
Defnition of Instruments. For the purposes of this Agreement, Instruments means all
tools designed, manufactured and/or supplied by Zimmer or Biomet and are necessary for
the correct usage and implant of the Products by the authorized end users.
5.2
Supply of Instruments. Zimmer shall continue to provide, on a free loan basis, FOC
instrumentation for a value of USD 130,000 (one hundred thirty thousand US dollars) to
the Distributor. For the instruments delivered by Zimmer to Distributor (at Distributor's
request) in excess of this amount, Distributor shall pay to Zimmer remuneration in the
amount of 50o/o of manufacturing cost of any such instrumentation. From time to time the
Parties may agree to share the cost of instrumentation.
5.3
5.4
Instruments' value. Sellers upon supplying the Instruments shall, if they so elect, notify
Distributor of the Instruments landed value. Instruments' depreciation shall likewise be
accounted for, if at all applicable. If a value for the Instruments has been identified by
Zimmer or Biomet, Distributor shall be debited the Instruments' value in the event that
due to Distributor's fault they perish andlor are destroyed and/or are lost or otherwise
become no longer marketable for any reason.
5.5
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5.6
Sellers' retention of title. Sellers' title over the Instruments shall at all times be duly
acknowledged and signaled. To this effect, while at the Distributor's warehouse(s),
Distributor shall affix signs to identify the Instruments as Zimmer's or Biomet's property
and shall segregate the Instruments from other products in storage, including the
Products. Likewise Zimmer's and Biomet's title over the Instruments shall be duly
acknowledged in the contracts with hospitals, to which Distributor undertakes not to sell
but deliver the Instruments on a free loan basis. In the contracts with hospitals,
Distributor shall use its best efforts to insert clauses obliging hospitals to properly mark
the Instruments as Zimmer's or Biomet's property while in storage or use at the hospitals'
sites. Distributor shall at all times be forbidden from, pledging, selling or otherwise
dispose of the Instruments if not within the limits expressly provided hereunder.
5.7
Instrumentso tracking. Distributor on the fifth (5th) business day of each month shall
provide Zimmer and Biomet with an updated monthly tracking list detailing for each
Instrument the current location and actual usage. Each monthly tracking list shall be
drawn up in accordance with the format requested by Sellers, if any, and shall in any
event reflect the location and usage status of the Instruments at the given date, regardless
of any redundancy (i.e. each tracking list shall repeat for the Instruments the same
tracking details as set out in the previous monthly list if these have not changed).
5.8
6.
6.1
Further restrictions. Throughout the duration of the present Agreement the Distributor
is forbidden to do any of the following either directly or indirectly, in person or through
any appointed sub-distributor, ager., intermediary or Affiliates:
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(a) to actively solicit sales of the Products outside the Teruitory. Distributor shall refrain
from advertising, maintaining a sales office offering Products of Sellers or keeping a
stock of Sellers' Products outside the Tenitory;
(b) to engage without prior written authorization of Sellers in the Territory directly or
indirectly or through its Affiliates, sub-distributors, agents, managers or employees,
in the manufacture, sale, promotion or distribution of similar or analogous products
which may be competitive with the Products in any manner whatsoever during the
term of this Agreement;
(c)
of
the
(d) to give any explicit or implicit guarantee or declaration or promise in relation to the
Products, or to undertake any other such obligation on Zimmer's or Biomet's behalf,
save as expressly authorized in writing;
(e) to knowingly sell or deliver defective Products;
( to sell or make the Products available to customers or other end users who are not
authorized to use them under applicable law;
6.2
(c) that the person signing and executing this Agreement is duly empowered to legally
represent the Distributor and duly commit the Distributor to all obligations provided
for herein;
(d) that neither the signing nor the execution of the present Agreement constitutes a
breach of any other contract to which the Distributor is party;
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(e) that it is not in a state of insolvency, subject to bankruptcy, agreements with creditors
or other insolvency proceedings, and that, as of today, no applications for the
institutions of such proceedings have been filed;
(g) that it is not entitled to any compensation and Zimmer or Biomet are not liable for
any loss of sales resulting from any sales, active or passive, made by any other nonSerbian distributor or agent of the Sellers in the Territory.
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6.3
Sellers' entitlement to audit and inspection. Zimmer and Biomet and their agents shall
have the right during Distributor's standard business hours, to inspect the matters listed in
this Agreement and examine the databases, data, records and books of Distributor, upon a
request submitted three (3) business days in advance to do so, where Zimmer's or
Biomet's inspection request relates to the inspection of materials which Zimmer or
Biomet reasonably believe are needed to enable them to assess Distributor's compliance
with all of its obligations, representations, warranties, acknowledgments and
undertakings set forth in this Agreement andlor to respond to an inquiry of any regulatory
or any other governmental authority. The written request for inspection shall state with
full details of the reason for the inspection. The inspection shall be limited to information,
databases, data, records and books relevant to Zimmer's or Biomet's legitimate purpose.
Distributor shall designate in writing immediately after having received Zimmer's or
Biomet's audit request an employee to serve as Zimmer's or Biomet's contact person in
connection with the request for and the conduct of such inspection. Distributor shall
permit Zimmer and Biomet to conduct the audit and inspection pursuant to this Section
during the term of this Agreement and after this Agreement's expiration, non-renewal or
early termination, for that time period which is mandated by the statute of limitations
under the applicable laws in respect of that matter.
7.
7.1
Providing product documentation and registration reports. Zimmer and Biomet will
transfer to Distributor necessary documentation for registrations of the Products with
health authorities in the Territory, if such registration is required. Further, Zimmer and
Biomet shall make available, free of charge, such data and registration reports to the
extent that they are available and required and will facilitate registration in the Territory.
The Distributor is obligated to order only products that are registered in compliance with
local registration requirements.
7.2
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submissions, local labels and package inserts. Upon request of Zimmer or Biomet, such
documentation shall be translated at the cost of Zimme or Biomet, as the case may be.
7.3
7.4
(a) Zimmer and Biomet shall from time to time furnish to Distributor, free of charge, and
in reasonable quantities, literature, catalogues and technical brochures with respect to
the Products. Distributor will bear the cost of additional and specific advertising
conducted by it within the Territory. Advertising will be carried out in accordance
with the relevant requirements detailed in this Section and Section 3.1;
(b) Distributor shall also establish each calendar year for the following year and inform
Zimmer and Biomet thereof no later than 15 October a promotion program,
separating salesmen cycles and location, journal advertising, brochures, mailings and
conventions;
(c) Distributor shall be free to utilize all methods it deems desirable to promote the sales
of the Products in the Territory, provided however, that any advertising or
promotional material, regardless of format, generated by Distributor with regard to
the Products shall be done with prior agreement from Zimmer or Biomet and in
compliance with Territory regulation, and Sellers compliance policies as referred to in
Section 3.5 above;
(d) Distributor agrees to furnish to Zimmer or Biomet in advance, for prior approval
pu{poses, copies of any new brochures it may issue including any matters related to
the product claims. Zimmer and Biomet may decide that modifications are necessary
and should be made to these brochures if the wording used is capable of increasing
the liability or obligations of Zimmer or Biomet or their suppliers to third parties, and
in particular to towards Distributor's customers, or of otherwise adversely affecting
Sellers' interests;
(e) Distributor shall provide instruction to customers in the use of the Products and field
service for minor replacement of such Products.
8.
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8.1
Reporting incidents. Distributor shall notify Zimmer or Biomet immediately (in any
case no later than one (1) business day of:
(i)
(ii)
any
and
(iii)
Distributor's system for complaint collections. Distributor shall establish and maintain
an appropriate system for collecting complaints from users concerning the Products,
packaging or Product information complying with the reporting requirements of any
applicable law. In addition to the reporting requirement set out in Section 8.1 Distributor
shall, when required, facilitate product recalls and corrective actions as set out below in
Sections 8.3 and 8.4.
8.3
8.4
Requests for a Field Safety Corrective Action by Zimmer or Biomet. A Field Safety
Corrective Action ("FSCA") can be requested by Zimmer and Biomet or the Distributor
in the event that there is a reasonable basis for safety concerns relating to Products or as a
result of other conditions mandated by applicable laws, rules or regulations. The nature
and urgency of a FSCA will be determined by Zimmer and Biomet in consultation with
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the Distributor. Once the decision to proceed with a FSCA has been taken, the FSCA will
be coordinated by Zimmer or Biomet and facilitated by Distributor. In particular,
Distributor shall inform all parties concerned by a Field Safety Notice (ooFSN"), and as
appropriate, assist in withdrawing Products from the market, as specified in the FSN.
Distributor shall further assist in communicating to Zimmer and Biomet the status of FSN
reconciliation. The status of FSN reconciliation shall be communicated to:
per.export@zimmerbiomet.com. Distributor shall bear its own costs and expenses of
any FSCA.
'Where
8.5
9.
9.1
Sellers's Warranty. The warranty and liability of Zimmer and Biomet are separate and
limited to the Products delivered. For the avoidance of doubt, Zimmer does not warrant
or is liable for Products delivered by Biomet and vice versa. Zimmer and Biomet and
their designees shall warrant the Products against any manufacturing defects or defective
parts in accordance with the warranty forms then in effect for each type of Product and
under the conditions specified in such warranty. The remedies laid out in the warranty
form constitute the Distributor's exclusive remedy in case of non-conforming or defective
Products. Distributor undertakes to send Zimmer and Biomet a monthly statement
indicating the types and quantities of Products sold to its customers within the Territory
during the previous month and showing the serial number of the Products, if any, and all
other useful information, in order to permit Zimmer's or Biomet's warranty to be honored
where necessary. Distributor shall furnish to Zimmer and Biomet any and all assistance
reasonably required by it for the fulfillment of its warranty obligations for Products sold
by Distributor in the Territory.
9.2
10.
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11.
11.1 Term.
This Agreement is effective starting from January 1,2016 and is concluded for an
initial term of three (3) years ending on January 2019 ("Initial Term") This
Agreement will automatically expire without any further notice being necessary upon the
end of the Initial Term.
l,
ll.2
Renewal. This Agreement may be renewed in writing by both Parties before the end of
the Initial Term ("Renewal Term"), which renewal shall be for a maximum of two (2)
years. Distributor acknowledges and agrees that it will only be eligible for a potential
Renewal Term (which, in any event, shall be subject to Sellers' express written consent) if
Distributor has achieved the Minimum Purchase Requirements during the Initial Term of
the Agreement. Upon each Renewal Term, the Target Purchases and Minimum Purchase
Requirements as specified in Annex B shall be reconsidered by the Parties.
11.3
Sellers' termination rights for material breach. This Agreement may be terminated by
Zimmer and Biomet in the event of a material breach caused by Distributor.
V/ithout in any way limiting the foregoing, for pu{poses of this Section 11.3, Sellers are
entitled to terminate this Agreement with immediate effect by providing notice to
Distributor in the event that:
(a) there is a Change of Control at Distributor; or
(b) Distributor fails, with respect to any year during the Initial Term or the Renewal Term
of the Agreement, to meet the Minimum Purchase Requirements provided for in this
Agreement; or
(c) Distributor has failed, thirty (30) days after being requested to do so, to reapply for
renewal under Sellers'due diligence program; or
(d) Distributor fails to comply with Sections 3.3 through 3.5, Section 6.1 or noncompliance with applicable laws and regulations promulgated by any governmental
or regulatory agency of any country with respect to the performance of its obligations,
including but not limited compliance with the laws and regulations as outlined in
Section 3 and Annex D.
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21t41
Products and parts to be repurchased shall be made available to Zimmer and/or Biomet
within one (1) month after Distributor has informed Zimmer and/or Biomet (as the case
may be) of its decision to request repurchase of all or a portion of such Products or parts.
For the avoidance of doubts, if the Parties have agreed that certain Products be supplied
to Distributor on consignment, then those Products still in Distributor's stock at the time
of termination shall not be repurchasedby Zimmer or Biomet and shall nevertheless be
returned to the latter as soon as practical after termination.
11.5
Parties' termination rights. This Agreement may also be terminated immediately at the
option of either Party (i) in the event of the commencement of proceedings in
receivership, bankruptcy, or insolvency by or against the other Party or (ii) upon the
execution by the other Party of an assignment for the benefit of the creditors or
dissolution or liquidation of its business, whether voluntarily or by a third Party or (iii)
upon default in performance by the other Party which is not cured within thirty (30) days
after receipt of a formal notice of such default from the non-defaulting party by registered
letter or (iv) in the event the other Party engages in illegal transactions and behaves in a
manner to harm its own commercial reputation andlor that of the other Party.
(a) all relevant files and records concerning the Products shall be handed over to Zimmer
or Biomet by Distributor without charge,
(b) Distributor shall immediately cease any activity howsoever connected or instrumental
to the Products' distribution in the Territory. Inter alia, and without any limitation
thereto, Distributor without Zimmer's or Biomet's written consent, shall not submit
bids in response to any hospitals' calls for tenders, including where at the time of
termination the relevant bid documentation has been already prepared by Distributor
and Zimmer or Biomet have contributed to it. Nevertheless, all available information
and details on any pending calls for tenders published by hospitals at the time of
termination shall be provided to Zimmer or Biomet without undue delay.
12.
Intellectual Property
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12.3
Obligations of Distributor regarding licenses. The licenses under Section 12.2 above
are granted to Distributor subject to the following additional and not exhaustive express
limitations and undertakings by Distributor:
(a) not to alter the Trademarks nor in any way use them in combination with other
trademarks, symbols or marks apart from the Distributor's own company name,
provided that such a usage shall comply with all other provisions hereunder;
(b) not to use the Trademarks in any way liable to harm them or the associated goodwill
and in particular their reputation and recognition or their validity andlor distinctive
character and suitability (for instance through deceitful use of the Trademarks or use
of the brand nme as a generic term);
(c) not to use the Trademarks or signs confusingly similar with them beyond
the strict
(d) to obey all Zimmer's and Biomet's instructions concerning the use and representation
of the Products andlor Trademarks, including any instructions given when material
and information for supporting distribution are provided under the present
Agreement;
(e)
23t41
or
Biomet's authorization
hereunder, always to portray the mark along with the symbols indicating the nature
its registered status and the relevant owner.
of
12.4
12.5
Use of intellectual property rights after any expiration or termination. Following any
expiration or termination of this Agreement, Distributor shall not make use of the
Intellectual Property in any way. If any of such Intellectual Property then forms a part of
a Company Name of Distributor, or of any company owned or controlled by or in
common with Distributor then (whether or not this circumstance has been with the
consent of Zimmr.lr or Biomet or otherwise), Distributor shall immediately cause all
necessary steps to be taken to change such Company Name. Further, Distributor shall
remove the reference to Zimmer or Biomet or to any other Intellectual Property that is
owned by Zimmer or Biomet from the Company Name, if requested by Zimmer or
Biomet as a precondition to its authorization for Distributor to sell products in addition to
the Products.
12.6
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24t41
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Distributor shall remove all references to Zimmer and Biomet or their trademarks and
trade names or those of its Affiliates or suppliers from its stationary, catalogues and
advertising.
13.
Indemnification
13.1 Distributor
agrees to indemnifu and hold harmless Zimmer and Biomet, their Affrliates
and suppliers, and their respective directors, officers and employees against any and all
claims, demands, proceedings, losses, reasonable costs and expenses which may be
brought against, suffered or incurred by any of them in consequence of any error, mistake
or negligence on the part of Distributor or any of its employees, agents, sub-distributors
or sub-contractors, in storing, selling or distributing any of the Products.
13.2
Each of the Parties agrees to indemnify and hold harmless the other Party against any and
all claims, demands, proceedings, losses, reasonable costs and expenses which may be
brought against, suffered or incurred by any ofthem in consequence ofany breach ofthis
Agreement on the part of the breaching Party.
14.
l4.l
General safe harbor principles for existing contracts. The Parties acknowledge that
upon termination or expiration of this Agreement (hereinafter "Termination") there may
be Product supply contracts which, although awarded by hospitals to Distributor prior to
Termination, are in force and due to continue to apply for a given period of time over
termination. Considering the need for Distributor to secure that the Products may be
continued to be sourced from Zimmer or Biomet and supplied to hospitals up to the end
of the supply contracts with the same, and of the concurrent need to safeguard Sellers'
and Distributor's interests and rights, the Parties agree that they will take the mitigating
actions set out in this Section 14.
.o.
25t
Eo,
(a) Transfer of the HSCs to Zimmer or Biomet or their designated persons or entities in
the Tenitory at Zimmer's or Biomet's discretion; identification of all actions
necessary to achieve this objective; implementation plan with allocation of
responsibilities;
(b) If and to the extent that action under (a)above is not feasible, Zimmer or Biomet will
agree to continue to supply the Products and provide the Instruments to Distributor
under all terms and conditions of this Agreement and subject to the following
additional covenants:
(i
Distributor on the fifth (5t business day of each calendar month shall
provide Zmmer and Biomet with an updated list of information set out in
Section I4.2 above, with particular regard to the new Receivables accrued as
to the date of the updated list;
(ii
Distributor within thirty (30) calendar days of Termination shall enter with
Sellers into a framework agreement for the assignment by way of security of
all Receivables.
14.3
Post Termination award of HSC. The same mitigation plan shall be implemented in
respect of HSC which are awarded to Distributor after termination, if the relevant bid
offers were submitted by Distributor prior to termination.
14.4
Damages. In the event that Distributor fails to comply with any of its obligations set out
in Sections I4.2 and 14.3 within the prescribed deadlines, Zimmer and Biomet shall be
entitled to damages from Distributor up to an overall total aggregate amount of 150.000
Euro.
15.
Miscellaneous
26t41
b.
15.2
15.4
Relationship between Sellers and Distributor. The relationship between Sellers and
Distributor established by this Agreement are those of suppliers and a purchaser, neither
party acting as the legal representative of the other. Distributor may not consider itself, or
hold itself out to be the agent of Zimmer or Biomet. In the performance of this
Agreement, Distributor shall at all times act as an independent contractor.
15.5 Assignment.
thereof to Distributor.
15.6 Entire
15.7 Amendments and Modifications. This Agreement may not be modified, amended,
altered or supplemented, in whole or in part, except by a written agreement signed by the
Parties.
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27t41
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15.8 This Agreement shall enter into force and become applicable on the date of its signature
by the authorized representatives of both Zimmer and Distributor. However, the
following clauses and rights and obligations of the Parties envisaged thereunder shall
start to apply as of the moment of obtaining of the decision on individual exemption of
this Agreement by the Commission for Protection of Competition of the Republic of
Serbia, as follows:
(i)
(i
(ii
(iv)
The Parties shall mutually agree and cooperate to submit the request for individual
exemption of the above mentioned provisions of this Agreement by the Commission for
Protection of Competition of the Republic of Serbia. The above mentioned clauses shall
stay applicable for as long as individual exemption issued by the Commission for
Protection of Competition of the Republic of Serbia is valid and applicable.
15.9
Governing law. This Agreement shall be govemed by and interpreted in accordance with
the substantive laws of Switzerland, excluding its conflict of laws norTns.
15.10 Jurisdiction. All disputes or claims arising out of or in connection with this Agreement
including disputes relating to its validity, breach, termination or nullity shall be finally
settled under the Rules of Arbitration of the International Arbitral Centre of the Austrian
Federal Economic Chamber in Vienna (Vienna Rules) by one or three arbitrators
appointed in accordance with the said Rules. Place of arbitration shall be in Vienna,
Austria. The number of arbitrators shall be three. The substantive law of Switzerland
shall be applicable, excluding its conflict of laws norrns. The language to be used in the
arbitration shall be English. The emergency arbitrator provisions shall not apply.
[Signatures of Partes follow on the next page. Remander of page ntentonally left blank.J
28t41
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Annex A
Annex A1
Distributor s entitled to plce orders for the product "Zmmer Uncompartmentl Knee
System" (*ZUK") only to the extent necessary to fulfill its obligations related to on-going,
already awarded tenders or supply contracts and to order only the quantities of ZUK strictly
needed to fulfill its obligations related to on-going, already awarded tenders or supply contracts.
Starting from the Execution Date, Distributor shall not commit or participate to, any agreement,
tender advice, or tender publication for the supply of the product ZUKinthe Tenitory.
Annex A2
All Biomet Products lines, with exclusion of the Products lines: Dental and Microfixation
30t41
Annex
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Prices for Products of Biomet:
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Annex D
COMPLIANCE \ilITH
LA\il
In Section 3.5 Distributor agrees that in performing its obligations under this Agreement, it shall
comply at all times, with all applicable laws, regulations and governmental orders of the
govemment of the Territory and of any jurisdiction in which Distributor performs its obligations
under this Agreement or that could otherwise be applicable.
I.
1
Distributor will cause all Affiliates, sub-distributors and agents, or the respective
directors, officers, employees, agents or representatives of such entities, or any other
person or entity acting on behalf of Distributor or any of its subsidiaries in connection
with Distributor's performance of its obligations hereunder (hereinafter the "Relevant
Agents") to comply, with all applicable laws, regulations and govemmental orders of the
government of the Territory and of any jurisdiction in which Distributor performs its
obligations under this Agreement or that could otherwise be applicable.
Distributor also agrees to advise Sellers of any material change, modification or new law
which may affect the performance of Distributor or Sellers with respect to the Parties'
obligations hereunder.
The laws that Distributor and its Relevant Agents must abide by and comply with
include, but are not limited to the Organization for Economic Co-operation and
Development Convention on Combating Bribery of Foreign Public Offrcials in
International Business Transactions ("OECD Bribery Convention") and its national
country enabling legislation; the U.S. Foreign Comrpt Practices Act ("FCPA"); the
Italian Legislative Decree 231 of 8 June 200I ("ltalian Law 231"); the U.K. Bribery Act
2010 ("Bribery Act"); and any other law that may govern its activities from time to time,
including, but not limited to, any law or regulation prohibiting bribery in any form.
In addition, in performing under this Agreement, Distributor and its Relevant Agents will
comply with all policies of Sellers, including but not limited to the Sellers Code of
Business Conduct and Ethics, Sellers's Anticorruption Policy, Sellers's International
Distributor Compliance Manual and any and all corporate policies or procedures issued
from time to time by the Zimmer group. Distributor hereby specifically acknowledges
that it has received a copy of the Zimmer Code of Business Conduct and Ethics, has read
and understood the same and advised relevant personnel of its content. Distributor
that it will abide by, and will cause all of its Relevant Agents to comply with these
By way of example and not limitation, Distributor must not offer, pay, or promise to Y,
any money, advantage, or item of value, directly or indirectly, to any person, including
any govenment ofhcial, to perform improperly, or to reward a person for the improper
performance of, or to obtain a business advantage, a relevant function related to this
Agreement or its obligations. For these purposes, a "government official" will include
33t41
any employee of any govemmental entity or in which the government owns an interest, a
political party, or a public international organization, ot any political party official, or any
candidate for public office in any jurisdiction, and will include, but not be limited to, any
health care professional in a state sponsored health care system andlor facility. A
"relevant function" will include any function of a public nature, any activity connected
with a business, any activity performed in the course of a person's employment, and any
activity performed by or on behalf of Distributor, Sellers, or any other entity.
5
Distributor also will not make any kind of payments or make offers of any other kind of
benefits to any health care professionals in connection with the sale or implantation of the
Products. Further, Distributor will not enter into any consulting agreement or other
agreements with health care professionals for any services related to Zimmer or Biomet
Products without Sellers' prior written approval.
Distributor represents that it has fully disclosed, and will continue to fully disclose, to
Sellers if any person employed by or connected with it or with any of its Relevant
Agents, during the term of this Agreement, becomes a Government Official of any
governmental agency or corporation owned by or organized under the laws of any
government of the Territory or of any jurisdiction in which Distributor's obligations
under this Agreement are performed. Distributor further represents that no part of the
proceeds of the sale of the Products or any, if any, paid hereunder will inure to or for the
benefit of any person, including any Government Offrcial, if such payment is in violation
of any applicable law or regulation, including but not limited to the FCPA, the Bribery
Act, Italian Law 231, or the OECD Bribery Convention.
Distributor agrees that it will maintain accurate books, records and accounts and it will
not make, or cause to be made, any entries in the books, records, and accounts of
Distributor or its Relevant Agents that do not accurately and fairly reflect transactions
and the distribution of Distributor's or the Relevant Agent's assets.
Distributor agrees that should it become aware of any behavior by itself or its Relevant
Agent(s) that violates or is likely to violate any applicable law andlor regulation,
including, but not limited to, the FCPA, the Bribery Act, the OECD Bribery Convention,
and any other applicable law or regulation prohibiting bribery in any form, Distributor
website
www.ethicspoint.com, which provides global reporting telephone numbers or on-line
reporting options.
10
Distributor will adopt an effective anti-corruption policy, supporting the compliance of its
personnel with the principles inherent in this Annex within three (3) months after signing
this Agreement and will provide a copy of that anti-comrption policy to Sellers upon first
request of Zimmer or Biomet.
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11
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Zimmer and Biomet may on an annual basis audit the activities and records of Distributor
or its Relevant Agents as those records pertain to the Products or other items subject to
this Agreement. Distributor acknowledges that should Zimmer or Biomet be made or
become aware of any allegations, suspicions or evidence of improper or unethical
conduct that would raise questions concerning compliance with this Annex, then Sellers
are entitled to fully investigate such allegations, in which event Distributor shall fully
cooperate in a timely manner and cause its Relevant Agents to cooperate fully with such
investigation by Sellers or any third party appointed by Zimmer or Biomet to perform
such investigation.
13
If
14
15
Agreement, or both.
t6
Sellers.
il.
-
3514
and will cause any sub-distributors which may be appointed from time to time in
accordance with the terms of this Agreement to, comply at all times with the Trade
Control Laws included the Switzerland SECO sanctions and embargoes. By entering into
will,
a.
b.
In the event that any documentation within the control of Sellers is required under
applicable law, such as a license, Distributor will provide Sellers with such
documentation upon Zimmer's or Biomet's first written request.
c. Acknowledges and confirms that neither Distributor nor any of its directots, offtcers,
customers or end users for the Products, services and technology covered by the
Agreement are included on any of the Restricted Party Lists. 'oRestricted Party Lists"
means the lists maintained by the U.S. Government or European Union, including,
but not limited to, the Specially Designated Nationals List administered by OFAC;
the Denied Persons List, Unverified List or Entity List maintained by BIS or the List
of Statutorily Debarred Parties maintained by the U.S. State Department's Directorate
of Defense Trade Controls.
d.
Commits to, before selling the Products, screening each of Distributor's customers
against the Restricted Party Lists, as updated from time to time on the website) to
check whether such customer is listed therein. Such list for the United States is
available at http://www.export.govlecrleg_main_023148.asp. The restrictions
imposed in the European Union ca be found on
ht://eeas.europa.eu/cfsp/sanctions/index_en.htm. If any customer appears on the
Restricted Party Lists, Distributor will not sell Products to such customer.
e.
Acknowledges and agrees that each Product (together with any software, technology,
documents, and other material that may be embedded therein or provided therewith),
may be subject to Trade Control Laws which may restrict the export of products from
those regions and their re-export from other countries. Distributor will comply with
the Trade Control Laws and all other applicable laws in the performance of this
Agreement and in the import, export, re-export, shipment, transfer, sale, use,
operation, service, support, maintenance, or repair of Products and any related
technology and services. Distributors outside of the EU acknowledge and agree to be
authorized pursuant to the terms and conditions of this Agreement to distribute
Products for civilian end-use only within the Territory and for the civilian end-use
covered by the scope of this Agreement.
f.
Acknowledges and confirms that it will not sell Products or engage in the provision
of technical support or other services, directly or indirectly through third parties or
otherwise, to Cuba, Iran, North Korea, Sudan, or Syria or, if determined by Sellers
and notified to Distributor from time to time, any additional country. Distributor
36
t4
further acknowledges and agrees that under no circumstances the Products will be reexported or diverted, whole or in part, against any relevant export control regulations,
or of any related country of origin.
g.
In case Distributor is outside of the EU, acknowledges and agrees that upon request
from Zimmer or Biomet, Distributor is required to provide in writing a list of
customers or end users to which Distributor has provided, or may provide Products,
services andlor technology covered by this Agreement. The Parties specifically agree
that Distributor's making available such names will not create a right to
indemnification in Sellers upon expiration or termination of this Agreement. In case
Distributor is within the EU, upon request from Zimmer or Biomet, Distributor is
required to provide to a custodian third pa.rty a list of customers or end users to which
Distributor has provided, or might provide Products, services and/or technology
covered by this Agreement for the sole purpose of checking that such persons or
entities do not appear on any Restricted Party Lists or otherwise restricted under
applicable Trade Control Laws. The Parties specifically agree that Distributor's
making available such names will not create a right to indemnification in Sellers upon
expiration or termination of this Agreement. Under this Agreement, Sellers have the
right to inspect the books and records of Distributor to confirm compliance with the
Trade Control Laws by Distributor with respect to Products, services and/or
technology covered by this Agreement.
h.
Confirms that Distributor fully understands the scope of the prohibition(s) stated
above and further acknowledges that Distributor will be fully responsible for
controlling and making sure that no Product is being sold to a person in violation of
Trade Control laws. Distributor will take no action that would cause Sellers to be in
violation of any laws including Trade Control Laws. Despite anything to the contrary
in this Agreement, Sellers are not required to act in any way that is prohibited by
Trade Control Laws. Nothing in this Agreement shall be construed as obliging Sellers
to violate at any time applicable Trade Control Laws and Sellers will be free to
refrain from being directly or indirectly involved in the provision of goods, services
andlor technology in such case.
\}
,.1" I
j.
Will indemni$' and hold harmless Sellers from and against, and will pay to Sellers
the amount of, any loss, liability, claim, civil penalty, criminal fee, damage (including
incidental damages), expense (including costs of investigation and defense and
reasonable outside attorneys' fees), arising, directly or indirectly, from or in
z
37
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connection with any obligation or liability arising out of or relating to any obligation
or requirement of Trade Control Laws.
SECO
sanctions
and
III.
1
Distributor must, at its sole cost and expense, obtain all required licenses, permits,
authorizations, consents and approvals necessary for Distributor to import Products into
the Territory.
Distributor will be solely responsible for any and all import duties, taxes, fees, fines,
penalties and similar charges, including those resulting from non-compliance with
customs and import laws and regulations of the Territory including, but not limited, to
tariff classification, valuation, country of origin marking, labeling, import permits or
licenses, quota or other restrictions or requirements required by the Territory or if the
Products have not been transported or imported in accordance with applicable law.
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38t41
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ANNnx E
Notification Procedure for Incidents
1.
Distributor agrees to notifu Zimmer and Biomet within one (1) business day of all
Reporting Incidents as in defined in Section 8.1 of this Agreement.
2. Notification shall be made by sending the product experience report form attached
hereby to:
a.
USA Manufacturer/Representative
Zimmer,Inc.
P.O. Box 708
Warsaw, IN 46581-0708
E-mail address : per.export@zimmerbiomet.com
Fax : 001 219 372 4265
b)
European Manufacturer/Representatives
)/
39t41
3.
.
o
o
o
4.
In the event not all required details are available immediately, Distributor shall provide
5.
Zimmer or Biomet shall send acknowledgement of the receipt of the information on the
Reporting Incident and may request further details.
6. In case of a complaint, Zimmer or Biomet will assess the validity of the complaint
and
the need for vigilance or incident reporting based on accumulated data held by
Zimmer or Biomet. Zimmer or Biomet will investigate the complaint and provide the
Distributor with a final report detailing corrective actions where relevant.
assess
7.
In the event authorities or complainants direct questions and request for information to
Distributor concerning a Reporting Incident, Distributor shall forward such request to
Zimmer and Biomet at the address listed above. At the request of Zimmer or Biomet,
Distributor shall assist in responding to such questions or requests. Zimmer shall file the
initial and final report with the appropriate authorities within required time frames and
will send Distributor a copy of such reports.
4
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40t41
Annex F
APPROVED SUB.DISTRIBUTORS
Innova MD Group D.O.O., a company duly organized under the laws of Serbi4 with domicile
in Militina Milankovic a 7b, ll 000, Belgrade.
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41t41
Zimmer Biomet
Code of Business Conduct and Ethics
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rrMMER BToMET
Your progress.
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Our Purpose
Restore mobility, alleviate pain and improve the quality of life for patients around the world
Our Mission
Lead the industry in delivering value to healthcare providers, patents and stockholders, while embracing our broader
social responsibilities.
Our Values
Customers First
Dothe RightThing
PositiveCulture
by Our Purpose.
performance.
A Message
encourage you to ask questions ifyou have a concern or are unsure ofwhat to do in a
specific circu mstance. lt is always better to ask if you have any dou bts about any cou rse
of conduct. Contact your manager or refer to the resources within this document.
I
Thank you for taking time to read and understand the Code. ln conducting yourself
according to its principles, you are helping make Zimmer Biomet the most respected
company in the industry.
Sincerely,
t;
)"
I *
David C. Dvorak
President and Chief Executive Officer
Table of Contents
lntroduction
Section
1:
CommitmenttoOurTeam Members... 8
ng and Deve1opment............................................ 9
.............
........9
Environment
...........
11
................21
21
21
H iri
Quality
Section 2: Expectations
of OurTeam Members
,...12
....
Public Disclosures.........,....
Conflicts of lnterest
.... l3
Charitable,
....
Corporate Records
....14
Use of
Corporate Assets...
....
13
13
15
....15
16
lmproper Payments.....
17
17
18
18
Purchasing Practices
18
Ed
ucational or
umanitarian Efforts
l7
Introduction
a worldwide leader in
the
Members").
Zimmer Biomet also expects its distributors, sales agents and other third-party
agents and representatives to follow the Code when acting on our behalf or
for our benefit (collectively, "Business Partners"). lt is important for all Team
Members and Business Partners to read, understand and follow the Code.
lf you are unsure whether a certain activity would comply with the Code,
ask yourself:
"
Your commitment
to the core prncples
and ethicalstandards
outlined in the Code
willensure Zimmer
Biomet contnues to act
as a trusted leader
in the industry.
To report a known or
+1.877.593.4582
(Zimmer) or
+1.888.469.1566
(Biomet).
Bl
Section
le
Section
Zimmer Biomet also provides opportunities for Team Member growth and
development through continuing education. We encourage you to speak to
your manager or supervisor about your specific opportunities.
Zimmer Biomet respects and welcomes diversity among its Team Members.
We are committed to providing equal employment opportunities for all of
our Team Members without regard to race, color, creed, religion, national
origin, citizenship, gender, gender identity, sexual orientation, marital status,
pregnancy, age, medical condition, disability or military or veteran status.
To
We are committed
to providing equal
employment
opportunties for all
of ourTeam Members.
101
Section
ffi
discrimination
or harassment
of any kind.
who is targeted by the activity that is relevant. ln daily work activities and
interactions with others, Team Members should act with respect, courtesy
and consideration. Team Members should not engage in:
Rociol, relgious or other stereotyping;
lnappropriote humor; or
Communicotng or disploying offensive material in the workplace,
As Team Members, we each have a role to play in the creation of a positive
As Team Members,
supervisors also set an example for Team Members through their verbal and
non-verbal behavior. Similarly, Team Members should always support and
help each other and consider their own verbal and non-verbal behavior.
Resources.
envronment.
Section
to
Zimmer Biomet is dedicated to providing its Team Members with a safe and
healthy workplace. Team Members have a shared responsibility to maintain
such a workplace by following Zimmer Biomet's health and safety rules and
practices. These include reporting accidents, injuries and unsafe equipment,
practices or conditions.
Regardless of the situation, certain behaviors are unacceptable. Violence and
threatening behavior will not be tolerated. The use, possession, manufacture,
sale or distribution of drugs is prohibited on company premises and,/or on the
job. Zimmer Biomet expects Team Members to report for work in a condition
to perform their duties unimpaired by drugs or alcohol.
Zimmer Biomet
is committed
to protecting the health
and safety
of its Customers,
Team Members,
the public
and the envronment.
To
i1
121
Section 2
Expectations of Our Team Members
{
\
Section 2
Expectations of Our Team Members
Conflicts of lnterest
Corporate Opportunities
Without the consent of Zimmer Biomet's Board of Directors, Team Members
are prohibited from taking for themselves a business opportunity that is
discovered through the use of Zimmer Biomet property, information or
position. Team Members may not use Zimmer Biomet property, information
or position for personal gain, nor may they compete with Zimmer Biomet
directly or indirectly. Team Members owe a duty to Zimmer Biomet to advance
the company's business interests whenever the opportunity to do so arises.
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13
141
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Section 2
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Corporate Records
Allof Zimmer Biomet's books, records, accountsand financialstatements must
be maintained in reasonable detail, must accurately reflect our transactions
and must conform both to legal requirements and to our system of internal
controls. For example, Team Members must:
moke sure thdt monufocturing documents m eet internal and externql
requirements ond support Zimmer Biomet's product s afety efforts.
on
Team Members
are responsble
for maintaining
the accuracy,
confidentiality
and securty
of all records.
Section 2
Expectations of Our Team Members
equipment, products and buildings, may not be used for private or non
Timmer Biomet business. Zimmer Biomet permits the use of computers or
the telephone for occasional and appropriate personal use as long as such
use does not:
work for business purposes. Team Members must ensure that such
photocopies comply with applicable copyright law.
Similarly, Team Members may duplicate and use any licensed software only in
accordance with the applicable software licensing agreement.
Team Members should contact Zimmer Biomet Legal with any questions
regarding this issue.
To
15
16
Section 3
Acting with lntegrity
our business with integrity and complying with all applicable laws and regulations.
Obeying the law, both in letter and in spirit, is the foundation upon which Zimmer Biomet's
ethical standards are built. All Team Members must respect and obey all applicable laws,
regulations and rules, as well as Zimmer Biomet's policies and procedures.
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117
Section 3
Acting with lntegrity
lmproper Payments
Zimmer Biomet is committed to complying with applicable anti-kickback,
anti-bribery and anti-corruption laws in all countries in which we operate
and do business. Team Members must not offer, promise, authorize or pay a
kickback, bribe or anything of value (directly or indirectly) to any individual
in order to improperly obtain or reward favorable treatment in a business
transaction. Zimmer Biomet does not provide, offer or accept improper
payments under any circumstances, even if that would result in losing or
walking away from business.
Zimmer Biomet
seeks to outperform
our competition
fairly and honestly.
To
18
Section 3
Acting with lntegrity
who render services to Zimmer Biomet in various fields that may include
product development, clinical research and training and education on the
safe and effective use of our products. Many of these healthcare professionals
are also Customers who recommend and use our products and services.
Zimmer Biomet
never condtons or
rewards a financial
arrangement
with a healthcare
professonal.
lls
Section 3
Acting with lntegrity
lnsider Trading
All countries have adopted laws prohibiting stock trading based on material,
non-public "insider information." Team Members may encou nter such insider
information in the cou rse of their work, including information about potential'
ol
and tipping
bytrading ortipping
may be subject
to severe civiland
criminal penaltes,
even f they
did not engage
in the transaction
or personally benefit
from the trading.
of ZimmerBiomet;ond
Purchasing Practices
Zimmer Biomet sources its supplies and services solely on the basis of quality,
price and value. We treat our Business Partners fairly, openly and honestly.
We treat our
Business Partners
fairly, openly
and honestly.
part, Zimmer Biomet follows the applicable laws and regulations governing
disclosure and conduct related to conflict minerals. weengage in a reasonable
due diligence process with our suppliers on the origin, source and chain of
custody of conflict minerals.
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201
Section 4
Regulatory and Quality Excellencc
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121
Section 4
i.
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Zimmer Biomet
has systems and
processes to ensure
the highest standards
of quality and safety.
control laws and regulations in the United States and in other countries
in which we conduct business.
never destroy or alter any Zimmer Biomet documents, lie or make misleading
or General Counsel.
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221
Section 5
External Communications and Errgager-rrent
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Section 5
External Communications and Engagement
All written and oral communications intended for external audiencesincluding speeches, press releases and presentations-must be reviewed
by Zimmer Biomet Corporate Communications, and potentially others,
before issuance. lf the communication is geared toward the investment/
analyst community, Zimmer Biomet lnvestor Relations must review the
communication as well. This policy also applies to any information about
Zimmer BiometthatTeam Members may postonline orshare via social media.
to
our
success. Timmer Biomet follows local, regional and country-specific laws and
regulations governing advertising and marketing practices. Advertising and
We market our
products only for their
approved uses.
241
Section 5
External Communications and Engagement
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man resources.
All uses of Zimmer Biomet's trademarks and trade names should conform
to our policies and procedures. Zimmer Biomet respects the intellectual
property of others and will not knowingly infringe others' valid patents,
trademarks and copyrights. lf any Team Member believes that another
company is infringing a Zimmer Biomet patent, trademark or copyright, he or
she should contact Zimmer Biomet Legal.
. Confidentialinformation:
Zimmer Biomettakes
confidential ity seriously.
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Section 5
External Communcations and Engagement
Public Disclosures
As a public company, Zimmer Biomet is held to certain standards with respect
Charitable, Educational or
umanitarian Efforts
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261
Section 6
Usinc
thc Codc
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127
Section 6
Using the Code
Zimmer Biomet's
Compliance Hotlines
are operated by a thirdparty service provder,
and are available
24 hours a day,
7 days a week.
To
281
Section 6
Using the Code
ffiKIffi
Email zimmer-compliance-hotline@zimmer.com
Vist htto://www.ethicspoint.com
(select "File a New Report" and enter "Zimmer Biomet" as the organization name)
129
Section 6
Using the Code
Non-Retaliation
Zimmer Biomet prohibits retaliation against any Team Member who makes a
good faith report of a known or suspected compliance or legal issue. "Good
faith" does not mean that the Team Member has to be right, but it does mean
that the Team Member believes they are providing truthful information.
lf a Team Member feels they are the subject of retaliation, that individual
can report the situation to the Compliance Hotlines or Zimmer Biomet
Compliance or Legal.
To
30
Section 6
Using the Code
Conflicts
The Code provides guidance regarding applicable laws and regulations where
Zimmer Biomet operates; however, such laws and regulations are often complex
and vary from country to country. lf a conflict exists between the Code and a
law or regulation, the most restrictive applies. Team Members who believe a
conflict exists between the Code and a law or regulation and/or are unsure how
to proceed should contact Zimmer Biomet Compliance or Legal.
Waivers
It may be appropriate for a provision of the Code to be waived in a particular
circumstance. AnyTeam Member seeking a waiver must speak to his manager
or supervisor, who will then need to contact Zimmer Biomet Compliance.
Unless pre-approved in writing by Zimmer Biomet's Chief Compliance Officer,
all provisions of this Code apply.
Any waiver of the Code for Zimmer Biomet's executive officers or directors
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