Supplier Code of Conduct

I.  Introduction

ICU Medical, Inc. (“ICU”) connects patients and caregivers through life saving and life enhancing medical devices that improve clinical experience and are the essence of outstanding quality-of-care. ICU is committed to delivering quality, innovation and value to our patients and customers. Our Code of Conduct and Business Ethics sets forth our policy (i) to conduct business in accordance with the highest standards of business ethics and integrity and (ii) to comply with all applicable federal, state, and local laws and the laws of other countries in which we do business.

We hold our suppliers (“Suppliers”) to the same high standards of business conduct and expect our Suppliers to conduct business in a manner that is consistent with ICU’s values. Suppliers must comply with all applicable federal, state, and local laws and the laws of other countries in which we operate, this Supplier Code of Conduct (“Supplier Code”) and any applicable agreement, understanding or other binding agreement. ICU reserves the right to evaluate, audit, and inspect Suppliers’ facilities, operations, and records at any time to make sure they are in compliance. ICU reserves the right to take appropriate action, including termination of Supplier agreements, as a result of violation of this Supplier Code.

II. Antitrust and Competition Laws

Suppliers must comply with all applicable antitrust laws (called competition laws outside of the U.S.). Antitrust laws are intended to promote free and fair competition and prohibit certain activities that unreasonably restrain competition, including but not limited to, understandings or agreements that have the purpose or effect of restraining competition, exchange of competitive information, and price fixing or bid rigging.

III. Anti-Corruption and Anti-Bribery Laws

Suppliers must comply with the anti-corruption treatises and laws of the jurisdictions in which ICU operates, including the U.S. Foreign Corrupt Practices Act and the OECD Anti-Bribery Convention. Suppliers may not offer, pay, request or accept bribes or engage in corrupt practices in order to advance business interests. This includes paying, offering or promising to pay money or provide other items or services of value to government officials, healthcare professionals employed by a publicly funded health system or insurance company, political parties or organizations, or individuals engaged in politics, in an effort to win or retain business; gain an improper advantage or to improperly influence any decision or activity associated with our business.

Suppliers must maintain accurate books and records and appropriate internal controls to ensure that bribery and fraud do not occur.

IV.  Payments, Gifts, Gratuities and Other Items of Value

Suppliers must not offer gifts or kickbacks to ICU employees or their families. In general, ICU employees and their family members may not request or accept payments of money or anything of value from any Suppliers or others with whom ICU does business, has done business, or may have occasion to do business. Restricted payments generally include, but are not limited to, any and all of the following:

  • Compensation in any form (cash, kind, credit, etc);
  • Travel or lodging;
  • Entertainment including, but not limited to, tickets to sporting and other events, and other entertainment activity (golf, tennis, etc.); and
  • Gifts of any kind, nature or description, including discounts, coupons and other offers not available to the public in

ICU employees may, however, accept branded promotional items, modest business meals, entertainment ancillary to a legitimate business meeting or approved in advance by ICU, and gifts (other than cash) having a reasonably estimated fair-market value of $50 or less; provided that the payments, gifts, or items are consistent with customary industry practices and applicable law, could not reasonably be construed as a bribe or payoff, do not violate any laws or regulations and are otherwise in accordance with ICU’s policies and procedures.

V.  Sales and Business Practices

The following Supplier sales and business practices are expressly prohibited:

  • Use of currency/cash in transactions;
  • Inaccurate lead-time commitments—knowingly providing unattainable lead-time commitments to ICU in an effort to secure business;
  • Over-committing capacity—making commitments to provide a product or service without having the capacity to meet the commitment; and
  • Direct solicitation and communication (flyers, promotional materials, etc.) on ICU’s premises without ICU Supply Chain’s

VI.  Use and Protection of ICU’s Confidential Information

Suppliers are expected to maintain the confidentiality of information entrusted to them by ICU or by its customers, Suppliers or partners, except when disclosure is expressly authorized or is required by law. Confidential information includes, but is not limited to, material specifications and conditions, cost sheets, profit information, names of Suppliers, purchasing strategies, contract details, R&D data, financial, sales and marketing information, confidential employee [or patient] information and any other information generally considered to be confidential.

Suppliers requiring access to ICU’s confidential information must complete a Confidential Disclosure Agreement available from ICU Supply Chain.

VII. Data Privacy

In the event Suppliers have access to personal information or personal health information of ICU employees, patients, research subjects and customers, Suppliers must access, use, transmit, store and dispose of personal information and protected health information in a safe and secure way and in accordance with applicable laws and regulations.

VIII. Conflicts of Interest

Suppliers must avoid conflicts of interest or impropriety, and/or the appearance of conflicts of interest or impropriety in their activities. A conflict of interest exists when personal or financial activities or interests (or those of a family member) could inappropriately influence or appear to inappropriately influence the ability to act in ICU’s best interests. Suppliers must disclose actual or potential conflicts of interest to ICU’s management or ICU’s Legal department. Suppliers also must document appropriately conflict disclosures to ICU and the outcome or decision by ICU with respect to such disclosures.

IX.  Quality, Environment, Health & Safety

Suppliers must comply with all applicable laws and regulations regarding quality, health, safety and environment. Suppliers will be accountable for the quality of the products and services they provide. All Supplier products shall meet applicable standards under quality, environmental, health and safety laws and regulations and industry best practices.

Suppliers must have appropriate programs in place and operate in accordance with all applicable environmental, health and safety requirements. Suppliers must provide appropriate controls, safe work procedures, preventative maintenance and necessary technical protective measures to ensure health and safety in the workplace and prevent workers’ exposure to safety hazards. Suppliers must provide appropriate personal protective equipment to their employees. Suppliers, while on site at ICU, must work in ways that ensure the safety of their workers and the safety of others and are consistent with applicable ICU and governmental environmental, health and safety requirements.

X.  Trade Compliance

Suppliers must comply with applicable trade laws and regulations controlling imports, exports, re-exports and diversion of products, components, goods, services and technical data, including import and customs laws, export controls, sanctions, denied parties lists, anti-boycott laws and diversion of products.

XI.  Conflict-Free Minerals

ICU is committed to responsible sourcing of conflict-free minerals. Suppliers must comply with applicable laws and regulations governing conflict minerals.

XII.  Labor Laws

Suppliers shall be committed to treating all workers with dignity and respect. Suppliers must comply with all applicable employment laws and regulations, including laws relating to non-discrimination, fair treatment, wages, benefits and working hours.

Suppliers shall not make use of forced, coerced, bonded, indentured or compulsory labor, and shall comply with all applicable labor laws, rules and regulations, including but not limited to, all laws forbidding the solicitation, facilitation, or any other use of slavery or human trafficking.

Suppliers must use only workers who meet the minimal legal age for employment as defined by local law where they work, as well as for the type of work.

XIII.  Performance and Services Requirements

Suppliers shall have and continue to maintain all professional licenses, consents, authorizations, permits and certificates as required by law to provide services or products to ICU.

Suppliers are expected to continually improve performance by setting performance objectives, executing improvement plans and taking necessary corrective actions with respect to any deficiencies identified by internal or external (including governmental) assessments, audits, inspections, and reviews.

XIV.  Exclusion/Debarment 

If required by law or regulations, or requested by ICU, Suppliers must screen their officers, directors, employees or agents, against U.S. federal or state government exclusion lists to ensure that such individuals and entities are not excluded or debarred from participation in any governmental health care or procurement program. Suppliers must notify ICU immediately if they or any of their officers, directors, employees or agents have been excluded or debarred from participation in any U.S. federal or state governmental health care or procurement program.

XV.  Compliance with Supplier Code

Suppliers are expected to seek guidance from or report actual or suspected violations of this Supplier Code to ICU’s management or Legal department without delay.


Reports or inquiries should be directed to:

Director of Procurement

ICU Medical, Inc.

600 North Field Drive, Lake Forest, IL 60045 E-mail:


Office of Legal Counsel

ICU Medical, Inc.

951 Calle Amanecer, San Clemente, California E-mail: