Biomet Purchase Order Terms and Conditions
GENERAL. As used herein “Biomet” means Biomet, Inc. and its subsidiaries. The term “Goods and Services” means anything provided hereunder to Biomet by the seller (hereinafter, “Seller”). All specifications, drawings and data submitted by/or to Seller relating to the purchase order and these purchase order terms and conditions (collectively, the “Purchase Order”) are hereby incorporated herein. All Goods and Services shall be produced in accordance with materials specifications and drawings received with the Purchase Order only. Except as otherwise agreed to in writing by the parties, including in a separately negotiated contract or statement of work, the terms of the Purchase Order shall control over any invoice, confirmation or other document proposed by Seller or accompanying the Goods and Services.
ACCEPTANCE. Seller shall accept and be bound by the terms of the Purchase Order by shipping or providing all or part of the Goods and Services ordered hereunder. Biomet is not bound by the Purchase Order until Biomet receives and accepts all or part of the Goods and Services ordered hereby. No modification, variation or amendment of the Purchase Order or of a contract arising from Seller’s acceptance of the Purchase Order shall be valid or binding on Biomet unless agreed to in writing by a duly authorized officer or representative of Biomet. Biomet reserves the right to rescind the Purchase Order at any time prior to acceptance by Seller.
MODIFICATION. Biomet may at any time prior to its acceptance of the Goods and Services, by written order make changes within the general scope of the Purchase Order. If any such change causes an increase or decrease in the cost of, or the time required for the performance of, any part of the Goods and Services purchased under the Purchase Order, an equitable adjustment shall be made and the Purchase Order shall be modified in writing accordingly. Any claim by Seller for shall be asserted within ten (10) business days from the date of Seller’s receipt of the written order directing the change. If such changes render any items not yet delivered to Biomet nonconforming or obsolete, Biomet shall have the right to prescribe the manner of disposition of such items.
PRICE. Seller shall invoice Biomet at prices set out on the Purchase Order. By accepting the Purchase Order, Seller represents that the price charged for the Goods and Services is the lowest price charged by Seller to other purchasers of a class similar to Biomet’s under similar circumstances and that Seller’s prices comply with applicable government regulations affecting the same. Seller agrees that any general price reduction in Goods and Services covered by the Purchase Order at any time prior to the shipment of the same will be applicable to the Purchase Order. Biomet shall have the right to off-set any payment or other obligation owed by Biomet to Seller, in whole or in part, against any payment or other obligation owed by Seller to Biomet.
SELLER RESPRESENTATIONS. Seller shall use commercially reasonable efforts to (i) provide to Biomet the Goods and Services ordered in accordance with the terms stipulated in the Purchase Order; (ii) keep Biomet advised of the status of the Purchase Order; (iii) permit duly authorized representatives of Biomet to access Seller’s facilities from time to time upon reasonable notice to inspect the Goods and Services and review and observe the manufacture and processing of Goods and Services and/or examine all records related thereto; (iv) provide Biomet with such reports as are appropriate to the nature of the Goods and Services ordered and as may be reasonably requested by Biomet from time to time; (v) to retain records and other documentation regarding the manufacture process ; and (vi) keep, for orders requiring payment based on hours worked, cost of materials used and/or expenses incurred, records of hours worked, cost of materials used, and reasonable out-of-pocket expenses incurred in filling the Purchase Order, which records Biomet’s duly authorized representatives may examine from time to time upon reasonable notice. Further, if the Goods and Services include services, Supplier represents and warrants that (i) such services will be performed or provided by qualified individuals skilled and trained in the performance of such services; (ii) such services will be performed or provided in a workmanlike, professional manner in accordance with applicable industry standards; (iii) its providing of the services will not violate or breach any obligation of Seller to a third party; and (iv) providing or performing the services will not violate any third party patents, copyrights, trade secret, trademark or intellectual property rights.
CANCELLATION Shipments or deliveries shall be strictly in accordance with the quantities and the schedule specified in the Purchase Order. Seller shall promptly notify Biomet in writing of reasons for any delay, the estimated duration of the delay and, if requested by Biomet, ship via means which will avoid or minimize delay to the maximum extent possible, the added cost to be borne by Seller. This is in addition to Biomet’s other remedies, including, without limitation, cancellation after thirty (30) days for non-compliance, cover and any incidental and consequential damages. Biomet reserves the right to terminate and cancel the Purchase Order by written notice at any time as to all or any part of undelivered Goods and Services hereunder, and Biomet’s liability therefore shall be limited to Seller’s noncancellable cost for materials and labor incurred for such undelivered Goods and Services cancelled prior to receipt of the cancellation notice. Biomet shall have no liability for any cancellation of a Purchase Order for Goods and Services that have not been delivered within sixty (60) days after the delivery date.
PACKAGING REQUIRMENTS. Seller shall be responsible for safe packing, which must conform to the requirements of carrier’s tariffs. Seller shall separately number all cases, packages, etc. showing the corresponding numbers on the invoices. All itemized packing slips, bearing the Purchase Order Number, must be placed in each container. No extra charge shall be made for packaging materials unless authorized by Biomet in the Purchase Order. The following abbreviations shall be used to designate specific packaging requirements for Goods as stated on purchase orders: PKG/S – Goods to be packaged and sterilized by Seller; PKG/FS – Goods to be packaged by Seller and will be sterilized by Biomet; and PKG/NS – Goods to be packaged by Seller but not sterilized by either Seller or Biomet.
MATERIAL SAFETY DATA SHEETS. If required by law, an applicable Material Safety Data Sheet (“MSDS”) and labeling will precede or accompany each shipment of Seller. Seller shall further provide Biomet with updated MSDS’s and labeling as required by law.
RAW MATERIAL. Parts produced from implantable grade alloys must comply with the appropriate standard listed in the Biomet Global Approved Supplier List for that specific alloy. Examples include, but are not limited to, Titanium, Cobalt Chrome and Stainless Steel 316 or 316LVM.
CHANGES IN GOODS AND SERVICES. Seller acknowledges that certain Goods and Services purchased hereunder may be incorporated into medical devices regulated under the U.S. Federal Food, Drug and Cosmetic Act. Seller agrees that it will make no changes or modification in the manufacture or in any raw material, facilities, suppliers/subcontractors, inspection/test plans, or packaging methods and materials involving or affecting the Goods and Services without the prior written approval of Biomet. The foregoing includes, without limitation, changes to equipment, fluids used in processing or manufacture, and any other fluids, adhesives, or lubricants which may intentionally or inadvertently come in contact with the Goods and Services. All outstanding Purchase Orders are to be held by the Seller pending written acceptance of all such changes by Biomet.
DELIVERY. Any Goods shipped to Biomet facilities under the Purchase Order shall be addressed to Seller c/o Biomet. Unless otherwise directed in writing by Biomet, FCA (Free Carrier), Supplier site, INCOTERMS 2000, shall apply to all shipments of Goods under the Purchase Order, except to the extent that specific terms of the Purchase Order contradict the relevant INCOTERMS 2000, then the Purchase Order controls. Seller shall utilize the Biomet-specified carrier. Biomet shall notify Seller of the contact details for the relevant carrier and Seller shall coordinate delivery of the Goods with such carrier. All Goods and Services shall be delivered free and clear of any and all liens, claims or other encumbrances.
IMPORT/CUSTOMS. Seller agrees to comply with all applicable U.S. export control laws and regulations, specifically including, but not limited to, the requirements of the Export Administration Act, 50 U.S. C. app. 2401-2420, the Export Administration Regulations, 15 C.F.R. 730-774, the Trading With the Enemy Act, 50 U.S. C. app. 1-44 (TWEAT), the International Emergency Economic Powers Act, 50 U.S.C. app. 1701-06 (IEEPA), the Office of Foreign Assets Control (OFAC) Regulations for Exporters and Importers, and the requirement for obtaining any export license, if applicable. Seller shall provide prompt notification to Biomet in the event of any violation, or potential violation, of the laws and regulations listed above.
- Seller agrees to notify Biomet of the export classification (Harmonized Tariff Schedule (HTS) and the Country of Origin (COO)) of any deliverable under the Purchase Order, under applicable export control laws or regulations.
- Seller (Non-U.S.) agrees to fully pack for transit, mark with appropriate labels, names and numbers to identify the Goods and Services as belonging to Biomet, and provide all necessary documents, papers and certificates required to for U.S. Customs clearance, and be exported without undue delay or expense.
- Seller (Non-U.S.) agrees to provide appropriate documentation identifying Seller’s FDA registration number, the Product Code(s), and Device Listing Number(s) applicable to the products exported to the U.S.
- Seller (Non-U.S.) agrees to participate in Biomet’s International Shipment Pre-Alert program by providing an advance copy of shipping documents (Commercial Invoice(s), Shipper’s Declaration – to be obtained from Biomet) to the following email address: firstname.lastname@example.org, once the AWB/Tracking Number has been obtained.
- Seller shall immediately notify Biomet if the Seller is, or becomes, listed on any Denied Parties List or if the Seller’s export privileges are otherwise denied, suspended or revoked in whole or in part, by any government or agency thereof.
INSPECTION. All Goods and Services ordered hereunder are subject to inspection and acceptance by Biomet at Biomet’s destination regardless of prior payment, or inspection at Seller’s facilities. Biomet may reject any Goods and Services not in complete compliance with the plans, designs, drawings, samples, standards or other specification supplied by Biomet or not in accordance with any agreement arising out of Seller’s acceptance of the Purchase Order and/or Seller’s warranties, express or implied. Payment for or acceptance of any part of an order shall not bind Biomet to accept future shipments of nonconforming Goods and Services or negate Biomet’s right to return nonconforming Goods and Services already accepted. All Goods and Services rejected by Biomet shall be returned at Seller’s expense for both delivery and return transportation. No replacement or substitution of the rejected Goods and Services or any part thereof shall be made without Biomet’s prior written authorization. Seller shall submit a certificate of conformance with shipment to Biomet.
INVOICE. A separate, electronic invoice shall be issued for each shipment. For Purchase Orders issued by Biomet 3i, electronic invoices shall be submitted to: email@example.com for Purchase Orders issued by any other North American Biomet site, electronic invoices shall be submitted to: firstname.lastname@example.org. Unless otherwise specified in the Purchase Order, no invoice shall be issued prior to the shipment of Goods or provision of Services and no payment will be due prior to receipt of Goods and/or Services and applicable invoice. Biomet will pay for the Goods and Services within forty-five (45) days of receipt of the invoice, unless discounts are offered for earlier payment. The payment date will be the date Biomet’s check is mailed or payment is otherwise transmitted to Seller. Applicable discounts will be taken on full amount of invoice.
QUALITY WARRANTY. By fulfilling the Purchase Order, Seller specifically represents and warrants that the Goods and Services furnished to Biomet hereunder will be: (a) of merchantable quality and fit for the purposes intended; (b) free from defects in material and workmanship; and (c) in full conformity with any agreement arising from the Purchase Order, Biomet quality requirements, standards and specifications, and any plans, designs, drawings, samples, standards or other specifications furnished or specified by Biomet. All warranties shall run to Biomet, Biomet’s customers and all users of the Goods and Services or any goods or services into which such Goods and Services may be incorporated. Such warranties are in addition to any other express or implied warranties of Seller and the same shall survive acceptance of the Goods and Services.
QUALITY/COMPLAINT PROCESS. Seller and Biomet shall fully cooperate in dealing with third party complaints arising from the Goods and Services. Seller shall provide, in a timely manner, such assistance and information as Biomet reasonably requests to fulfill its reporting obligations for the Goods and Services and each product into which the Goods and Services may be incorporated. Seller’s Quality Management Procedures, device history records, and all batch and validation records related to the Goods and Services shall be maintained by the Seller in accordance with the requirements of applicable laws and shall be made available for inspection by Biomet, its representatives and/or any relevant regulatory authorities. Seller shall notify Biomet of the results of any governmental inspection of its facilities related to the Goods and Services provided to Biomet. Additionally, if any deficiency is noted, Seller shall provide Biomet with its corrective action plan.
REGULATORY SUPPORT. Seller shall, at Biomet’s written request, provide to Biomet any necessary regulatory support in all countries in which Biomet sells any product that includes the Goods and Services under the Purchase Order, including but not limited to, the following: (1) any available biocompatibility and mechanical testing data in raw and summary form, and updates on such data, in relation to the Goods and Services; (ii) other information related to the general performance and/or other general physical characteristics of the Goods and Services;(iii) additional information necessary for regulatory approval by any country’s regulatory authority where Biomet sells its products which include the Goods and Services; and (iv) if the Goods and Services are licensed or registered or approved for use in any country in which Biomet sells its products, Seller will provide Biomet notice of such registration, license or approval.
RECALL OF GOODS AND SERVICES. If at any time after acceptance of the Purchase Order by Seller or delivery and/or acceptance of the Goods and Services by Biomet, all or any part of the Goods and Services become subject to a voluntary or involuntary recall by any government agency or corrective action by Seller, Seller shall assume responsibility and costs for implementing and complying with such recall according to applicable laws, regulations, and government orders, including costs arising from the return and/or replacement of such Goods and Services, to the extent that the Goods and Services do not conform to Biomet specifications or contain latent defects that resulted in the recall. Seller shall be responsible for all communications necessary to such recall. Any communications to Biomet’s customers regarding the recall or corrective action shall have the prior approval of Biomet. Seller shall credit or reimburse Biomet for the costs of recalled Goods and Services and any costs or losses incurred by Biomet as a result of the recall. Seller shall further promptly inform Biomet regarding recalls and other safety concerns regarding products similar to the items supplied by Seller to customers other than Biomet.
WORK ON BIOMET PREMISES. If Seller’s obligations under the Purchase Order involve operations by Seller on Biomet’s premises, Seller agrees to comply with, and require its employees and contractors performing such Services to comply with, all Biomet plant safety rules and regulations. Seller shall also perform all work in a safe manner, keeping premises free of safety hazards at all times, and conform to federal and state safety regulations while on Biomet premises. A certificate of insurance covering Seller’s employees and property damage liability is required prior to the start of any work on Biomet premises. All such operations shall be conducted as an independent contractor and neither Seller nor any of its employees shall be considered employees of Biomet. Seller agrees to remove and replace any of Seller’s employees and/or contractors to whom Biomet has a reasonable objection.
PROPERTY AND DESIGNS FURNISHED SELLER. Unless otherwise agreed in writing, all dies, molds, patterns, design specifications, drawings, gauges, tools and any other property (collectively “Property”) furnished to Seller by Biomet or specifically paid for by Biomet, and any replacement or substitution thereof, are and remain the property of Biomet. Such Property shall not be disclosed to or used by or on for the benefit of any third party and will be used solely for Biomet. All such Property shall be subject to removal at Biomet’s instruction, in which event Seller shall prepare the Property for shipment and shall deliver the Property to Biomet in the same condition as originally received by Seller, reasonable wear and tear excepted. While in Seller’s custody or control, Seller shall maintain and repair such Property at Seller’s expense. Seller shall be responsible for calibration of all such Property requiring calibration and shall maintain all records related to such calibration. Seller shall provide Biomet with original documentation and/or copies thereof when requested by Biomet. Seller shall hold the Property at its risk and shall keep the same fully insured in an amount equal to the replacement cost thereof with a loss payable clause in favor of Biomet. Such Property shall be appropriately segregated from Seller’s property and shall be prominently identified as belonging to Biomet. Goods and Services made according to a design furnished by Biomet (not previously a standard commercial design of Seller) shall not be furnished to any other party without Biomet’s prior written consent.
PATENTS AND INTELLECTUAL PROPERTY. Seller represents and warrants that the Goods and Services and the sale and use of them, where a representation of suitability for such use, express or implied, has been made, will not infringe any United States or foreign patents, trademarks, trade dress, copyrights, trade secrets or any other form of intellectual property. Seller acknowledges that any patents, trademarks, trade dress, copyrights, trade secrets or any other form of intellectual property that Biomet provides to Seller are Biomet's exclusive property and Seller disclaims all rights in same. Where the Goods and Services include experimental, developmental, or research work to be performed in accordance with special requirements of Biomet, any such work will be considered “work for hire” and Seller agrees to disclose and on request to assign to Biomet each invention, copyright, confidential process or know-how, and trade secret or other form of intellectual property resulting therefrom and Seller shall disclaim all rights in same. All drawings, art work, special products, materials, information or data furnished by Biomet and all intellectual property resulting from this Agreement (as referenced in the foregoing sentence) are Biomet's exclusive property, shall be used by Seller only for Biomet's work, shall be kept confidential by Seller, and shall be returned to Biomet at Biomet's request. Biomet will market, distribute and/or sell the Goods and Services under its own trademark and trade name. Biomet has the right to use any of Seller's marks, names, other trade identities, copyrighted works or other intellectual property, to the extent that Seller has incorporated such property in or used such property in the manufacture of the Goods and Services that are supplied by Seller to Biomet.
INDEMNIFICATION. In addition to any other provisions of the Purchase Order, Seller agrees to defend, indemnify and hold harmless Biomet, its affiliates, and their directors, employees and agents, from all losses, liabilities, damages and expenses, including reasonable attorneys’ fees, arising, directly or indirectly, from: (i) Seller’s breach of any provision of the Purchase Order; (ii) negligent or wrongful act or omissions of Seller, its employees, consultants or subcontractors; and/or (iii) Seller’s failure to comply with applicable laws and regulations in filling the Purchase Order. Seller agrees to defend, indemnify and hold harmless Biomet, its affiliates, and their directors, officers, employees and agents from any liability, claim, legal action, proceeding, judgment, loss or expense arising therefrom, (including without limitation reasonable attorneys fees) arising from any wrongful act or omission in the performance or provision of services or operations by Seller on Biomet’s premises.
LIMITATION OF LIABILITY; STATUTE OF LIMITATIONS. In no event shall Biomet be liable for anticipated profits, business interruption, incidental, consequential or punitive damages. Biomet’s liability for any claim arising out of the Purchase Order shall be limited to the price allocable to the Goods and Services. Any action by Seller arising out of the Purchase Order must be commenced within one (1) year after the cause of action has accrued.
COMPLIANCE WITH LAW. In providing Goods and Services under the Purchase Order, Seller agrees that it shall comply and has complied with all state and federal laws, regulations and orders in the manufacture, import, export and sale of the Goods and Services, specifically including and certifying compliance with the Fair Labor Standards Act of 1938, as amended, the Occupational Safety and Health Act of 1970, all anti-corruption/anti-bribery laws, including, without limitation, the U.S. Foreign Corrupt Practices Act, and, as applicable, US 21CFR parts 11, 801, 803, 806, 820, Medical Device Directive 2007/47/EC and ISO 13485:2003. Seller further represents and warrants that all Goods and Services comply with all applicable provisions of the Federal Food, Drug and Cosmetic Act and may be introduced into interstate commerce under such Act. Goods and Services ordered herein may be used by Biomet in fulfilling a U.S. Government prime or subcontract and may be subject to applicable Government Procurement Regulations, and Seller agrees to be bound thereby and comply therewith. Seller shall inform Biomet promptly of any adverse events and/or any allegations or findings of violations of applicable laws or regulations that have the potential of affecting the quality of the goods and/or services to be delivered.
BUSINESS CONTINUITY PLANNING: Seller shall maintain and regularly update a disaster recovery and/or business continuity plan ("Plan") that details how Seller will recover from a disaster and/or unexpected event and resume or continue operations and continue to provide the Services and perform its obligations under this Agreement. Seller shall provide its Plan to Biomet upon request.
NON-DISCRIMINATION. In the performance of its work hereunder, Seller shall comply with Equal Opportunity and/or non-discrimination provisions of Executive Orders numbered 11246 and 11375, and 41 C.F.R. 60-1.4.2, 60-2.5.4 and 60-741.4, and any rules or regulations issued thereunder as well as any other federal, state and local law, rules or regulations prohibiting discrimination against any employee or applicant for employment because of race, creed, color, national origin or sex and shall include in all subcontracts a provision similar to the foregoing.
FORCE MAJEURE. Strikes, riots, wars, insurrection, embargoes, acts of terrorism, fires, floods or other casualties, government actions, acts of God, or other events beyond Biomet’s reasonable control which shall effect Biomet’s ability to receive and/or use the Goods and Services ordered hereunder shall constitute valid grounds for suspension by Biomet of shipment of Goods and Services covered hereby without penalty or liability, upon written notification to Seller, except that, upon cancellation for such causes, Biomet agrees to pay Seller its direct expenditures incurred for labor and materials prior to receipt of such notice of cancellation made upon the authority of the Purchase Order.
NO WAIVER. The failure of Biomet to enforce at any time any of the provisions hereof shall in no way affect the validity of the Purchase Order or any part hereof or the future right of Biomet thereafter to enforce each and every such provision. No waiver of any breach of the Purchase Order shall be held to be a waiver of any other subsequent breach.
INSURANCE. Seller shall, at its own expense, maintain appropriate insurance for a period of at least 2 years after the fulfillment of the Purchase Order which includes, but is not limited to, (i) worker’s compensation statutory coverage as required by the laws of the applicable jurisdiction, and (ii) commercial general liability insurance including coverage for product liability in the minimum amount of $5 million each occurrence in respect of claims for any losses, costs and expenses arising out of or relating to Seller furnishing the Goods and Services under the Purchase Order. A certificate of insurance will be provided to Biomet upon request. All insurance policies of Seller shall be primary as respects to any other policies held by Biomet or any other policies providing any coverage in favor of any member of Biomet. All insurance required of Seller in this Contract shall be placed with insurers acceptable to Company. These insurers shall maintain a minimum rating of A- VII by the A.M. Best Company or A by Standard & Poor’s.
CONFIDENTIALITY/PUBLICITY/PRIVACY. Seller shall consider and treat any information or any data, designs, or other information belonging to or supplied by Biomet in connection with the Purchase Order as confidential. Seller shall not use or disclose same to any third party except to the extent necessary to perform the terms of the Purchase Order or other Purchase Orders for Biomet. Seller shall return such information, data, designs, or other information and any copies thereof to Biomet on Biomet’s request. Seller shall not, without Biomet’s prior written consent, issue or release any public announcement, press release or other statement in any form of media, including the Internet, regarding the Purchase Order, the provisions hereof, or any of the transactions contemplated hereunder. Seller shall not use Biomet’s name, or the names of any of Biomet’s affiliates, Biomet’s trademarks or other information regarding Biomet in any advertisement or for any promotional purpose without Biomet’s prior written consent.
To the extent Seller receives any protected health information (including, but not limited to, any patient medical records) pertaining or relating to any patient or customer ("PHI"), Seller represents and warrants that it will comply with any and all applicable laws, rules and regulations. Seller further represents and warrants that it will keep the PHI confidential and not disclose such information to any third party without the express written consent of Biomet. In the event Seller discloses such information without the express written consent of Biomet, it agrees to immediately notify Biomet of such disclosure.
ENVIRONMENTAL MATTERS. Seller represents and warrants that it is in compliance and will remain in compliance with all applicable federal, state and local environmental laws and regulations with respect to the environment.
HUMAN TRAFFICKING/SLAVERY. Seller certifies that the Goods and Services sold to Biomet comply with the laws regarding slavery and human trafficking of the country or countries in which Seller is doing business.
GOVERNING LAW. The laws of the State of Indiana shall govern the validity, performance, enforcement and any other aspect of the Purchase Order, including, without limitation its acceptance, notwithstanding any jurisdiction’s choice of rules to the contrary.
DISPUTE RESOLUTION. If any matter involving claims and/or disputes or other questions arising out of, or relating to this Agreement or to a breach hereto or default hereunder cannot be settled by mutual agreement within thirty (30) days following notice by one party to the other that such party deems a claim, dispute, question, breach or default to have arisen hereunder, such matter shall be settled by arbitration in accordance with the then current CPR Non-Administered Arbitration Rules, by a sole arbitrator. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be South Bend, Indiana. The arbitrator is not empowered to award punitive damages or damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration. Biomet has the right before or, if the arbitrator cannot hear the matter within an acceptable period, during the arbitration to seek and obtain, from an appropriate court, provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration.
ASSIGNMENT. The Purchase Order and Seller’s rights and duties hereunder shall not be assignable by Seller without the prior written consent of Biomet, which consent may be withheld in its sole discretion. Biomet may assign its rights and obligations hereunder to any one or more of its affiliates.
NOTICES. All communications from Seller to Biomet relating to the Purchase Order and these terms and conditions shall be addressed to the Biomet’s representative identified on the Purchase Order and include the Purchase Order Number.
SUPPLIER CODE OF CONDUCT. Seller agrees to abide by the Biomet Code of Supplier Conduct located at www.Biomet.com