At Healthcare by Douglas, we recognise that our supply chain delivers quality pharmaceuticals medicines and products to improve the lives of our patients. Our customers trust that we conduct business in a highly ethical and moral manner. We achieve this through our growing commitment to socially and environmentally responsible procurement and compliance with all applicable laws and regulations.

Our aim is to achieve quality and excellence in everything that we do, and we expect this commitment from our suppliers for all activities.

One of Healthcare by Douglas' most valuable assets are our supply partners; therefore, we want to ensure that all our suppliers, including suppliers' parents, affiliates, subsidiaries, and its own suppliers, apply the principles in this Code of Conduct. These principles define our minimum standards of conducting business operations. Where applicable laws, regulatory authorisations or contract terms impose stricter requirements than this Code, the supplier must comply with those requirements.

Suppliers are expected to manage their activities systematically to maintain business continuity, meet the standards set forth in this Code of Conduct, and to improve their operations continually. There must be prompt reporting to Healthcare by Douglas of any non-compliance, breach, or violation of this Code of Conduct. Any regulatory non-compliances (e.g., manufacturing or health and safety non-compliance) must also be reported to Healthcare by Douglas.

The principles expressed below are an important component of our supplier selection, evaluation, and retention.

Ethics

Anti-Bribery and Anti-Corruption

Healthcare by Douglas does not tolerate any form of corruption, extortion, or embezzlement as per the Healthcare by Douglas Anti-Bribery and Corruption Policy. Suppliers shall not bribe any public official, private person, or organisation, nor accept any bribes under any circumstances. Suppliers shall not use intermediaries to commit bribery. Suppliers shall not offer to any Healthcare by Douglas employee any kind of gift or personal benefit which could be perceived as a bribe. Suppliers must act honestly, ethically and with integrity in all company interactions.

Data Protection and Privacy

Suppliers must comply with data privacy laws, including those that cover the cross-border transfer of personal and business data, and only collect and store personal and business information as strictly necessary for legitimate business purposes. All commercially reasonable steps must be taken to securely store and manage personal and business information. Suppliers shall only use and/or disclose personal and business data with the consent of the data owner. This includes having systems and procedures in place to protect against unauthorised access to personal and business data. Suppliers shall not use or disclose any information belonging to Healthcare by Douglas to any third parties, except as required or authorised in writing by Healthcare by Douglas.

Product Security

Suppliers will not be involved in any activity related to counterfeit medicines or illegally traded medicines and will take the necessary steps to ensure the authenticity of medicines through the end-to-end supply chain. Suppliers must promptly report any unauthorised manufacturing or selling of counterfeit products that it becomes aware of associated with the Healthcare by Douglas supply chain.

Animal Welfare

Suppliers must not conduct animal testing in connection with Healthcare by Douglas products without the explicit consent of Healthcare by Douglas. If animal testing is absolutely necessary, and is undertaken with Healthcare by Douglas' consent, suppliers must minimise the number of animals used and conduct testing using the most humane scientifically valid protocol. Animals shall be treated respectfully, with discomfort, pain and stress minimised.

Intellectual Property

Suppliers must respect Healthcare by Douglas and third-party intellectual property rights, and international intellectual property laws. Suppliers must not use Healthcare by Douglas' name or marks for any purpose without Healthcare by Douglas' written consent. All necessary and appropriate measures must be taken to ensure intellectual property connected with Healthcare by Douglas products are not disclosed to any third party without the written consent of Healthcare by Douglas.

Conflict of Interest

Suppliers shall disclose to Healthcare by Douglas any situation that could constitute a conflict of interest. Conflicts of Interest may be actual (a conflict of interest exists), potential (a conflict of interest is likely to occur) or perceived (there is no actual conflict of interest but others may perceive there to be a conflict).

People

Child Labour

Healthcare by Douglas does not tolerate any form of child labour in our supply chain. "Child" refers to persons under the age of 15, or under the age for completing compulsory education or under the minimum age of employment, under local law (whichever age is higher). All workers must not be required to perform work that is likely to jeopardise their health or safety. Work shall not interfere with education or be harmful to mental, social or moral development. If a child is found to be working for a supplier, the supplier must remove the child from the workplace immediately and put plans in place to support the child.

Voluntary Employment

We do not tolerate any form of slavery, servitude, forced labour and/or human trafficking in our supply chain. All work must be voluntary, and workers must be free to leave their jobs. Workers must be paid in full for the work they have done. Workers must not be required to hand over personal property or identity documents (including passports or work permits) as a condition of employment. There shall be no unreasonable restrictions on workers' freedom of movement. Workers must not be required to pay any money (or relinquish any part of their earnings) to secure a job or other employment-related benefits.

Minimum Employment Conditions

Supplier must respect the minimum hiring and employment conditions established by the regulations in force. Suppliers shall not use forced, bonded, or indentured labour or involuntary prison labour.

Freedom of Association

Suppliers shall respect the rights of employees, as set forth in local laws, to associate freely, bargain collectively, join or not join labour unions, seek representation, and join employees' councils.

Working Conditions

Suppliers must pay employees according to applicable wage laws, including minimum wages, overtime hours and mandated benefits. In this regard, wage payment will take place in a timely manner according to labour regulations applicable to the supplier. Suppliers must have working hours that comply with national laws and must communicate with the employee the basis on which they are being compensated in a timely manner and/or whether overtime is required and subsequently, the wages to be paid for such overtime. In no case shall working hours and overtime exceed the maximum thresholds set forth in the applicable labour regulations.

Local Community

Healthcare by Douglas seeks to engage suppliers that share a passion for creating positive outcomes for their local communities. Suppliers should listen to the concerns of local residents or communities and provide healthy and safe living conditions for those residents or communities. Suppliers should also support local job creation, local sourcing, and the provision of local education, training, and infrastructure.

Identification of Concerns

Suppliers' employees should be encouraged to report concerns or illegal activities in the workplace without threat of reprisal, intimidation, or harassment. To this effect and if mandatory under their national law, suppliers will enable reporting channels for their employees. Suppliers will investigate such reported situations and take corrective actions if needed.

Fair Treatment

Workers must not be subject to inhumane, harsh, or unreasonable treatment, including sexual harassment, sexual abuse, physical punishment, mental or physical coercion or verbal abuse. Suppliers must ensure that adequate policies and procedures are in place so that all workers receive fair treatment. These policies and procedures must be regularly communicated to all workers. Any workers, particularly supervisors and managers, found to be mistreating other workers must be disciplined or terminated accordingly.

Social Security

If required by their national law, suppliers shall comply with the social security regulations including timely payment of the relevant contributions.

Anti-Discrimination

Suppliers are expected to provide a workplace free of any type of discrimination based on age, gender, race, colour, religion or belief, ethnic or national origin, sexual orientation, political affiliation, union membership, physical ability, or marital status. In this regard and if mandatory under supplier's national law, suppliers will promote equality within their organisation.

Environment

Environmental Authorisations

Suppliers must always comply with the current environmental legislation. All required environmental permits, licenses, information registrations and restrictions shall be obtained, and their operational and reporting requirements followed.

Spills and Releases

Suppliers must have systems in place to prevent or mitigate accidental spills and releases into the environment.

Waste and Emissions

Suppliers shall identify all waste from their operations and ensure systems and processes are in place to manage the handling and disposal of waste safely and appropriately, in accordance with local regulations and international conventions. Suppliers will minimise the generation of waste through avoidance, reuse and/or recycling procedures.

Resource Reduction and Conservation

Suppliers are to ensure the efficient use of resources (including water, energy, and materials), through practices, where applicable, such as maintenance, material substitution and recycling and reusing materials. Suppliers shall have processes and systems in place to optimise the use of all resources in a sustainable manner. Suppliers shall invest and engage in the development and use of environmentally friendly processes and technologies.

Wastewater

Suppliers will measure, test, control and treat industrial wastewater before released into the natural environment.

Climate Change

Suppliers will make effort to progressively measure their greenhouse gases emissions and attempt to voluntarily reduce them. Minimising pollution from supplier activity is key.

Hazardous Materials

Chemicals (and other materials) posing a hazard to the environment if released are to be specially managed to ensure safe handling. Suppliers shall regularly review the use of hazardous substances with a view to substituting them with less hazardous alternatives where practical.

Occupational Health and Safety

Reporting

Workers should be actively encouraged to raise health and safety concerns and report incidents and be empowered to refuse to work in unsafe conditions.

Emergency Preparedness

Suppliers shall identify and assess emergency risk situations in the workplace to minimise their impact by implementing emergency plans and response procedures. Emergency response procedures should be practiced and/or reviewed on a regular basis to ensure that they are effective.

Minimum Standards

As a minimum, suppliers will provide their employees with adequate lighting and temperature, potable drinking water, ventilation, sanitation, fit for purpose personal protective equipment, as well as with equipped and safe workstations. Suppliers shall protect employees from unhealthy exposure to chemical, biological, psychological, and physical hazards in the workplace. In accordance with occupational health and safety regulations, suppliers shall evaluate the risks of the work positions and will provide their employees with the necessary information, equipment and training to minimise the occupational risks accordingly.

Hazard Control

Suppliers shall have documented systems and procedures in place to identify and (where possible) measure and manage hazards (or hazardous materials) and prevent or mitigate the risks of harm. Suppliers should also have systems and procedures in place to investigate and action incidents, and record injuries. Suppliers must comply with any specific safety regulations, labelling or handling requirements, that apply with respect to Healthcare by Douglas products (for example, batch documentation, production records, safety data sheets, etc).

Process Safety

Suppliers shall separately have controls and programs in place to prevent or mitigate catastrophic releases of chemicals or hazardous substances. Suppliers shall operate and maintain all their facilities in the safest manner possible.

Hazard Information

Safety information relating to hazardous materials (including pharmaceutical compounds and intermediate materials) shall be available to inform, educate, train, and protect suppliers' employees and stakeholders from hazards.

Quality

Healthcare by Douglas' suppliers are expected to meet agreed upon product specifications and quality requirements to provide goods and services that consistently meet applicable international quality regulations and Healthcare by Douglas' needs, perform as intended and are safe for their intended use. These product specifications and quality requirements, where applicable, shall be defined in a supply agreement and/or a quality agreement between Healthcare by Douglas and the supplier. Healthcare by Douglas requests its suppliers the commitment to fulfil the quality standards applicable to each supplied product, as it is defined by the relevant health authorities. Douglas defines and may perform periodical audit plans of its suppliers to ensure such quality standards are adhered to.

These Terms and Conditions ("Terms") apply to Suppliers engaging with Healthcare by Douglas Limited, Douglas Pharmaceuticals (Fiji) PTE Limited and/or their Associated Companies ("Buyer"). Acceptance of an Order by the Supplier constitutes acceptance of these Terms. A variation to these Terms will not be valid unless expressly agreed to in writing by Buyer.

Definitions

Associated Companies means with respect to any party any person or entity Controlling, Controlled by, or under common Control with a party. Control shall mean the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting stock, by contract or otherwise. In the case of a corporation, the term Control shall mean the direct or indirect ownership of at least fifty percent (50%) of the outstanding voting stock. Controlling and Controlled shall have corresponding meanings. Goods means any goods supplied or to be supplied by the Supplier to Buyer pursuant to an Order, including packaging and any replacement goods. GST means goods and services tax chargeable under the Goods and Services Tax Act 1985. Hazardous Substance has the same meaning as provided in section 2 of the Hazardous Substances and New Organisms Act 1996. Order means the Buyer's purchase order that accompanies these Terms. Services means any services supplied or to be supplied by the Supplier to Buyer pursuant to an Order or in connection with the Goods. Supplier means the party making the supply to Buyer of Goods and/or Services, and includes that party's Associated Companies (if any).

Relationship

The Supplier is an independent contractor of the Buyer. Nothing in these Terms constitutes any other type of relationship between the parties.

Price and Payment

The price payable for the Goods and/or Services is as specified in the Order and does not (unless otherwise stated or agreed in writing) include GST, which (if applicable) must be added to the price and paid by the Buyer. Unless the parties have agreed otherwise in writing: where the Supplier is a New Zealand company registered under the Companies Act 1993, the price will be paid by Buyer on or before sixty (60) days from the end of the month in which the Tax Invoice of the Goods is dated. The Tax Invoice shall not be issued by the Supplier until the Goods are considered delivered in accordance with the delivery clause below. Where the Supplier is an Overseas Company, the price will be paid by the Buyer on or before ninety (90) days from the date in which the Tax Invoice of the Goods is dated. The Tax Invoice shall not be issued by the Supplier until the Goods are considered delivered in accordance with the delivery clause below. "Overseas Company" means a company that is not a New Zealand company registered under the Companies Act 1993. For the purposes of this clause, "Tax Invoice" has the meaning given in the Goods and Services Tax Act 1985.

Delivery

Unless otherwise stated or agreed in writing, the Supplier is responsible for freight and delivery to the destination specified in the Order. Supplier shall pay all packing, crating and cartage charges unless otherwise specified in the Order. Supplier is responsible for ensuring each container is marked to show quantity, Order number, content and shipper's name, and includes a packing sheet showing this information. Supplier must ensure that packaging, marking, labelling and shipping of all Goods which are or contain Hazardous Substances must comply with applicable legislation. The Goods must be received on the dates and at the destination specified in the Order. Time is of the essence. If the Supplier fails to meet any such delivery date, Buyer may (without limiting its other rights and remedies) cancel all or part of the Order.

Title and Risk

Title in the Goods passes to Buyer on delivery. The Supplier bears all risk of loss and damage to the Goods until final acceptance by Buyer in accordance with the inspection clause below.

Inspection and Acceptance of Goods

Notwithstanding any prior inspections or payments, all Goods shall be subject to a final inspection by Buyer which may include measurement, testing and/or examination, and acceptance at Buyer's facility within a reasonable time (but not more than 90 days) after receipt of the Goods. If the Buyer accepts any Goods, such acceptance does not waive or extinguish any of Buyer's rights if the Goods do not comply with these Terms. Buyer may reject any Goods or Services that do not comply with these Terms. Once the Goods or Services are rejected, Buyer may require: in the case of either Goods or Services, the Supplier to refund any payment within 30 days; or in the case of Goods, replacement of the Goods to the Buyer's satisfaction; or in the case of Services, the re-supply of the Services. Title and risk in the rejected Goods immediately re-vests in the Supplier. Supplier is liable for all direct loss suffered by Buyer due to the rejection of the Goods. In the event of a rejection of Goods or Services, Buyer's payment obligations shall be suspended.

Insurance

At all material times and while Supplier carries the risk in the Goods, Supplier must at its expense maintain product liability insurance with a reputable insurer for at least five (5) times the value of the Goods as stated on the invoice or greater amount as specified in the Order, and insure the Goods with a reputable insurer for their full replacement value. On Buyer's request, Supplier will provide certificates evidencing that the above insurance policies are in place.

Force Majeure

Failure of Supplier to make, or of Buyer to take, delivery of Goods or performance of Services the subject of an Order, if occasioned by acts of God, fire, explosion, flood, epidemic, war, acts of governmental authority, civil disturbances, or any other circumstances beyond the reasonable control of the parties ("Force Majeure Event"), shall not subject the party so failing to any liability to the other party but, at Buyer's option, the total quantity of Goods or Services covered by the Order may be reduced by the extent of delivery or performance omitted as a result of such a Force Majeure Event.

Buyer's Property

All drawings, dies, moulds, tooling and other proprietary information (including without limitation know-how, specifications, inventions, processes or initiatives) ("Information") either furnished by Buyer to the Supplier or created or provided by the Supplier for the purpose of supplying the Goods or Services must remain the property of Buyer and the Supplier must treat such Information as strictly confidential, must keep it safe and must not use nor disclose it except as strictly required in the course of performance of the Contract. Buyer may reproduce and use such Information freely for any purposes whatsoever.

Warranties

The Supplier warrants that the Goods are safe and include appropriate and correct warnings and instructions; are free from encumbrances, defect or fault; are of merchantable quality and are fit for Buyer's intended purposes to the extent that such purposes are known or reasonably should be known to Supplier; comply with any representations, descriptions, samples, approved product registrations or other specifications including quality, function, performance or design; and include any applicable Supplier's warranty that passes to the consumer from the Buyer without liability to the Buyer. The Supplier warrants that the Services will be performed in a good and workmanlike manner and with all due speed, care, skill and diligence; in accordance with current industry codes of practice; by suitably qualified and licensed personnel and sub-contractors; and in compliance with Buyer's policies and procedures as advised by Buyer to Supplier.

Pharmaceutical and Nutraceutical Products

If the Goods supplied consist of a pharmaceutical or nutraceutical product (whether in semi-finished or finished form), including its raw materials (active pharmaceutical ingredients or excipients) and packaging, the Supplier must ensure that it complies with the following additional requirements: order confirmation, including confirmation of price, quantity to be supplied and expected delivery date must be sent to Buyer within seven (7) working days of receipt of the Order. Goods must have at least 70% shelf life on delivery to Buyer. Where a Certificate of Analysis (COA) or a Certificate of Conformance (COC) is required to accompany the Goods, this is emailed to dplcoas@douglas.co.nz for Healthcare by Douglas Limited (HbD) or fijicoas@hbd.co.nz for Douglas Pharmaceuticals Fiji Limited (DPFL). COAs/COCs are to be emailed prior to the Goods being dispatched, or no later than the morning of the delivery. Buyer will not accept any Goods without a COA or COC. Failure to send a COA or COC may also result in a delay in payment to Supplier and/or Supplier DIFOT miss. COAs must at minimum include the following information: manufacturer and manufacturer site; manufacturing date and shelf life; manufacturing batch number and material description; specification and the results, and a statement of compliance with Good Manufacturing Practices (GMP). If there are any planned changes in material, manufacturer or manufacture site, details of the change(s) must be provided to the Buyer in advance of any changes.

Indemnity

Supplier must defend, indemnify and hold the Buyer, its Associated Companies and their representatives, successors, and assigns harmless from and against any and all claims, suits, actions, liabilities, loss, judgments or damages, whether ordinary, special or consequential arising directly or indirectly from or in connection with: the acts, negligence, omissions or wilful misconduct of the Supplier; the Goods or Services supplied; a breach of any of the Supplier's warranties or any other of these Terms; the Supplier's negligent, unauthorised or wrongful acts or omissions with regard to the transport or storage of Hazardous Substances; the Supplier's negligent, unauthorised or wrongful acts or omissions with regard to the transport or storage of materials subject to temperature controls as specified in stability data agreed between Buyer and Supplier; a claim that any Goods or Services supplied to the Buyer infringe upon or misappropriate any patent, copyright, trademark, trade secret or other intellectual property interest of another; or a claim of any lien, security interest or other encumbrance made by a third party.

Termination

Buyer may at any time terminate an Order, in whole or in part, for any reason, upon written notice to the Supplier. Following any such termination Supplier shall, to the extent specified by the Buyer, stop all work on the Order and cause its suppliers and sub-contractors to stop work. Charges for any such termination of the Order will be limited to actual non-recoverable costs incurred by Supplier, which Supplier can demonstrate were properly incurred prior to the date of termination. In no event shall such reimbursement include anticipated profits for undelivered Goods or unperformed Services. Buyer may terminate an Order, in whole or in part, if the Supplier fails to make delivery of the Goods or perform the Services within the time specified in an Order; fails to replace defective Goods or Services in accordance with these Terms; fails to perform any other of these Terms; or becomes insolvent, is placed into liquidation or voluntary administration, or makes an assignment for the benefit of creditors.

Several Liability

Any agreement, representation, indemnity, warranty, undertaking or other obligation expressed to be given by the Buyer will, unless expressly stated otherwise, be deemed to be given or made severally (and not jointly) by each entity comprising the Buyer. No entity comprising the Buyer will be liable for the obligations or liabilities of any other entity comprising the Buyer.

Governing Law and Jurisdiction

These Terms, as well as any Order, shall be governed by and construed in accordance with the law of New Zealand, without regard to its provisions regarding conflict of laws. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

Policies and Procedures

Buyer shall notify Supplier of any relevant policies and procedures which may be applicable and which the Supplier must follow in the supply of Goods and Services, including (but not limited to) the temperature ranges Goods must be stored and transported in, and how Hazardous Substances are to be stored and transported. Where Supplier delivers Goods or performs Services pursuant to these Terms at Buyer's location, Supplier will comply with all applicable provisions of health, safety and security laws and regulations and Buyer's safety standards for such location.

Compliance – Anti-Bribery and Corruption

Supplier shall comply fully at all times with all applicable laws and regulations, including but not limited to applicable anti-bribery and corruption laws, when conducting business with the Buyer. Buyer shall be entitled to cancel any Order placed with Supplier in the event that Supplier fails to comply with its obligations under this clause. Supplier shall have no claim against Buyer for compensation for any loss by virtue of the cancellation of any Order in accordance with this clause.

Confidentiality

All information disclosed by Buyer to Supplier relating to Buyer's business (including prices) is confidential and may also be proprietary. Supplier may use such confidential information solely for the purpose of delivering the Goods or performing the services and shall not, at any time during or at any time after completion of the delivery of the Goods or the performance of the Services disclose the same to any third party without Buyer's prior written consent. This confidentiality undertaking shall not apply to information which Supplier can show was in the public domain at its disclosure or subsequently has come into the public domain through no breach of these terms; was already known to the Supplier at the date of receipt of the information, without being subject to any additional obligation of confidentiality; or has been received from a third party having the unrestricted right to disclose the information.

Assignment

These Terms and any Order shall inure to the benefit of the successors and permitted assigns of Buyer. Supplier may not assign these Terms or any Order without Buyer's prior written consent.

Advertising

Supplier must not without the prior written permission of Buyer advertise or announce that it supplies Goods or Services to Buyer and shall immediately discontinue any such permitted advertisement or announcement on Buyer's request.

No Waiver

Failure to insist upon strict performance of any of these Terms is not a waiver of any later breach or default. No waiver by Buyer of any right or remedy shall constitute a continuing waiver, and no action by Buyer in respect of any breach by Supplier will be deemed to bind Buyer to take the same action in respect of subsequent breaches.

Severability

Each provision of these Terms is severable. Severance does not affect any other provisions.

Entire Agreement

This agreement contains the entire agreement between the parties and supersedes any and all prior and contemporaneous agreements, representations and communications, whether oral, written or otherwise, concerning any and all matters contained herein including but not limited to terms and conditions contained in credit applications or other standard terms and conditions of trade or supply of the Supplier.