(10.02.2023)

ASPIRE ISE AG

STANDARD TERMS AND CONDITIONS – SALE OF EQUIPMENT

These terms and conditions apply to the supply of Equipment by the Supplier to the Customer.

1 INTERPRETATION

The following definitions and rules of interpretation apply in these conditions.

Contract: the Customer's order and the Supplier's acceptance of it in accordance with condition 3.

Customer: the person, firm or company who purchases Equipment from the Supplier.

Equipment: the equipment agreed in the Contract to be purchased by the Customer from the Supplier (including any part or parts of it).

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, trade names, rights in designs, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Supplier: ASPIRE INTEGRATED SURGICAL ENVIRONMENT AG, a private limited company registered in Switzerland (Company number CHE- 432.634.458) with its registered office address at Seefedstrasse 283, 8008, Zurich Switzerland

VAT: value added tax chargeable under Swiss law for the time being and any similar additional tax in any jurisdiction.

Condition headings do not affect the interpretation of these conditions. A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

2 APPLICATION OF CONDITIONS

These conditions shall apply to and be incorporated in the Contract, and prevail over any inconsistent terms or conditions contained in or referred to in the Customer's purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing. No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Supplier unless in writing and signed by a duly authorised representative of the Supplier. In particular no representations, warranties or undertakings are made concerning the Equipment unless contained in the Contract or confirmed in writing by an authorised officer of the Supplier. Any advice or recommendation is followed or acted on entirely at the Customer's own risk unless confirmed in writing by an authorised officer of the Supplier. Nothing in these conditions limits the Supplier's liability for fraudulent misrepresentation.

3 BASIS OF SALE

Any Supplier quotation is valid for a period of 30 days only, and the Supplier may withdraw it at any time by notice to the Customer. Each order or acceptance of a quotation for Equipment by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate. A binding contract shall not come into existence unless and until the Supplier issues a written order acknowledgement to the Customer, or the Supplier delivers the Equipment to the Customer (whichever occurs earlier). The quantity and description of the Equipment shall be as set out in the Supplier's acknowledgement of order or (if there is no acknowledgment of order) quotation. No order which has been acknowledged by the Supplier may be cancelled by the Customer, except with the written agreement of the Supplier and provided that the Customer indemnifies the Supplier in full against all loss, costs, damages, charges and expenses incurred by the Supplier as a result of cancellation.

4 PRICES

All prices are EXW (Incoterms 2010) Aspire’ premises, or (as applicable) any other facility that Aspire may (acting reasonably) direct unless otherwise agreed.

The price of the Equipment shall be as stated in the Supplier's acknowledgement of order, failing which shall be the Supplier's quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier's price list current at the date of acceptance of the order. All prices are exclusive of delivery, packaging, packing, shipping, carriage, insurance, VAT and other charges and duties.

5 PAYMENT

Subject to any special terms agreed in writing between the Customer and the Supplier, the Supplier may invoice the Customer for the price of the Equipment on or at any time after delivery of the Equipment, unless the Equipment is to be collected by the Customer; or the Customer wrongfully fails to take delivery of the Equipment, and in either case the Supplier shall be entitled to invoice the Customer for the price at any time after the Supplier has notified the Customer that the Equipment is ready for collection. Payment shall be made within [30] days of the date of the Supplier's invoice, whether or not delivery has taken place or title in the Equipment has passed to the Customer. Time for payment of the price shall be of the essence of the Contract.

If the Customer fails to make payment in full on the due date, the whole of the balance of the price of the Equipment then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Supplier, the Supplier may: (a) terminate the Contract or suspend any further deliveries of Equipment (whether ordered under the same contract or not) to the Customer; (b) appropriate any payment made by the Customer to such of the Equipment (or the Equipment supplied under any other contract between the Customer and the Supplier) as it thinks fit (despite any purported appropriation by the Customer); (c) charge interest on the amount outstanding from the due date to the date of receipt by the Supplier (whether or not after judgment), at the annual rate of [10]% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; (d) suspend all further manufacture, delivery, installation or warranty service until payment has been made in full; (e) make a storage charge for any undelivered Equipment at its current rates from time to time; (f) stop any Equipment in transit; and (g) exercise a general lien on all Equipment and property belonging to the Customer, exercisable in respect of all sums lawfully due from the Customer to the Supplier. The Supplier shall be entitled, on the expiry of 14 days' notice in writing, to dispose of such Equipment or property in such manner and at such price as it thinks fit and to apply the proceeds towards the amount outstanding. All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision of the Contract and without prejudice to any right to claim for interest under the law, or any right under the Contract. The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

6 DELIVERY OF EQUIPMENT AND ACCEPTANCE

Unless otherwise agreed in writing by the Supplier, delivery is EXW (Incoterms 2010) at the Supplier’s premises, or (as applicable) any other facility that the Supplier may (acting reasonably) direct. The Customer shall in its order notify the Supplier if it wishes to collect the Equipment from the Supplier’s premises or another address. If at another address in the UK the Supplier will assist with delivery of the Equipment to such other address subject to the Customer covering the cost of such delivery.

The Supplier shall use its reasonable endeavours to deliver the Equipment on the date or dates specified in the Supplier's acknowledgement of order, but any such date is approximate only. If no dates are so specified, delivery shall be within a reasonable time of acceptance of the order. Time is not of the essence as to the delivery of the Equipment and the Supplier is not liable for any delay in delivery, however caused. The Equipment may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Customer.

Delivery shall be made during normal business hours (excluding bank or public holidays). The Supplier may levy additional charges for any deliveries made outside such hours at the Customer's request.

The Customer shall be responsible (at the Customer's cost) for preparing the delivery location for the delivery of the Equipment and for the provision of all necessary access and facilities reasonably required to deliver and install the Equipment. If the Supplier is prevented from carrying out delivery or installation on the specified date because no such preparation has been carried out, the Supplier may levy additional charges to recover its loss arising from this event.

The Customer shall be deemed to have accepted the Equipment when the Customer has had 7 days to inspect it after delivery and has not exercised in writing its right of rejection by delivering written notice to the Supplier of a defect in accordance with condition 10.

The Supplier shall be responsible for any damage, shortage or loss in transit, provided that the Customer notifies it to the Supplier (or its carrier, if applicable) within three days of delivery or the proposed delivery date of the Equipment and that the Equipment has been handled in accordance with the Supplier's stipulations. Any remedy under this condition 6 shall be limited, at the option of the Supplier, to the replacement or repair of any Equipment which is proven to the Supplier's satisfaction to have been lost or damaged in transit.

7 RISK AND PROPERTY

The Equipment shall be at the risk of the Supplier until delivery to the Customer.

Ownership of the Equipment shall pass to the Customer on the later of completion of delivery (including off-loading), or when the Supplier has received in full in cleared funds all sums due to it in respect of (a) the Equipment; and (b) all other sums which are or which become due to the Supplier from the Customer on any account.

Until ownership of the Equipment has passed to the Customer, the Customer shall (a) hold the Equipment on a fiduciary basis as the Supplier's bailee; (b) store the Equipment (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer's other equipment or that of a third party, so that it remains readily identifiable as the Supplier's property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Equipment; and (d) keep the Equipment insured on the Supplier's behalf for its full price against all risks to the reasonable satisfaction of the Supplier, and hold the proceeds of such insurance on trust for the Supplier and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

The Customer's right to possession of the Equipment before ownership has passed to it shall terminate immediately if any of the circumstances set out in condition 15 (Termination) arise or if the Customer encumbers or in any way charges the Equipment, or if the Customer fails to make any payment to the Supplier on the due date.

The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Equipment is or may be stored in order to inspect it, or where the Customer's right to possession has terminated, to remove it. All costs incurred by the Supplier in repossessing the Equipment shall be borne by the Customer.

On termination of the Contract for any reason, the Supplier's (but not the Customer's) rights in this condition 7 shall remain in effect. The Supplier may appropriate payments by the Customer to such Equipment as it thinks fit, notwithstanding any purported appropriation by the Customer to the contrary, and may make such appropriation at any time.

8 INSPECTION AND TESTING OF EQUIPMENT

The Supplier shall (a) test and inspect the Equipment on delivery to ensure that it complies with the requirements of the Contract; and (b) if so requested by the Customer, give the Customer reasonable advance notice of such tests (which the Customer shall be entitled to attend).

9 EXPORT TERMS

Where the Equipment is supplied for export from the United Kingdom, the provisions of this condition 9 shall (subject to any contrary terms agreed in writing between the Customer and the Supplier) override any other provision of these conditions. The Customer shall be responsible for complying with any legislation governing (a) the importation of the Equipment into the country of destination; and (b) the export and re-export of the Equipment, and shall be responsible for the payment of any duties on it. The Customer shall be responsible for arranging for the testing and inspection of the Equipment at the Supplier's premises before shipment.

10 WARRANTY

The Supplier warrants to the Customer that the Equipment is free from defects of workmanship and materials (“Supplier Warranty”). The Supplier undertakes (subject to the remainder of this condition 10), at its option, to repair or replace Equipment (other than consumable items) which within twelve months of delivery is found to be defective as a result of faulty materials or workmanship. The Supplier shall not be liable for a breach of the Supplier Warranty unless: (a) the Customer gives written notice of the defect to the Supplier within 7 days of the time when the Customer discovers or ought to have discovered the defect; and (b) after receiving the notice, the Supplier is given a reasonable opportunity of examining such Equipment and the Customer (if asked to do so by the Supplier) returns such Equipment to the Supplier's place of business at the Supplier's cost for the examination to take place there.

The Supplier shall not be liable for a breach of the Supplier Warranty if: (a) the Customer makes any use of Equipment in respect of which it has given written notice of a defect; or (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Equipment or (if there are none) good trade practice; or (c) the Customer alters or repairs the relevant Equipment without the written consent of the Supplier.

Any repaired or replacement Equipment shall be under warranty for the unexpired portion of the twelve month period.

The Supplier shall not be liable for any damage or defect to the Equipment caused by any fault, defect or damage caused by normal wear and tear, improper care, misuse, accident, neglect, contamination with other materials, Force Majeure, the natural breakdown of materials over time, or the replacement of parts in the normal course. The Distributor and its customer are responsible for appropriate insurance covering the risk of accidental damage.

11 REMEDIES

The Supplier shall not be liable for any non-delivery of Equipment (even if caused by the Supplier's negligence) unless the Customer notifies the Supplier in writing of the failure to deliver within 7 days after the scheduled delivery date. Any liability of the Supplier for non-delivery of the Equipment shall be limited to replacing the Equipment within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Equipment.

If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer (other than by reason of a Force Majeure Event under condition 16), the Customer shall be liable to pay to the Supplier all reasonable costs, charges or losses sustained by it as a result, subject to the Supplier notifying the Customer in writing of any such claim it might have against the Customer in this respect.

In the event of any claim by the Customer under the Supplier Warranty, the Customer shall notify the Supplier in writing of the alleged defect. The Supplier shall have the option of testing or inspecting the Equipment at its current location or moving it to the Supplier's premises (or those of its agent or sub-contractor) at the cost of the Supplier. If the Customer's claim is subsequently found by the Supplier to be outside the scope or duration of the Supplier Warranty, the costs of transportation of the Equipment, investigation and repair shall be borne by the Customer.

12 LIMITATION OF LIABILITY

The following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of (a) any breach of the Contract; and (b) any representation, statement or tortious act or omission (including negligence) arising out of or in connection with the Contract.

All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law. Nothing in these conditions excludes or limits the liability of the Supplier for (a) death or personal injury caused by the Supplier's negligence; or (b) fraud or fraudulent misrepresentation.

Subject to the preceding paragraph of this condition 12 (a) the Supplier shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for loss of profits; or loss of business; or depletion of goodwill or similar losses; or loss of anticipated savings; or loss of goods; or loss of contract; or loss of use; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and (b) the Supplier's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the price payable for the Equipment under condition 4.

13 INTELLECTUAL PROPERTY RIGHTS

If the Supplier manufactures the Equipment, or applies any process to it, in accordance with a specification submitted or prepared by the Customer or any other information provided by the Customer, the Customer shall indemnify and hold harmless the Supplier against all losses, damages, costs, claims, demands, liabilities and expenses awarded against or incurred by the Supplier in connection with, or paid or agreed to be paid by the Supplier in settlement of, any claim for infringement of any third party Intellectual Property Rights which results from the Supplier's use of the Customer's specification or such other information. The indemnity shall apply whether or not the Customer has been negligent or at fault and does not limit any further compensation rights of the Supplier.

The Customer acknowledges that all Intellectual Property Rights used by or subsisting in the Equipment are and shall remain the sole property of the Supplier or (as the case may be) third party rights, owner. The Supplier shall retain the property and copyright in all documents supplied to the Customer in connection with the Contract and it shall be a condition of such supply that the contents of such documents shall not be communicated either directly or indirectly to any other person, firm or company without the prior written consent of the Supplier. The Supplier's Intellectual Property Rights in and relating to the Equipment shall remain the exclusive property of the Supplier, and the Customer shall not at any time make any unauthorised use of such Intellectual Property Rights, nor authorise or permit any of its agents or contractors or any other person to do so.

14 CONFIDENTIALITY AND SUPPLIER'S PROPERTY

The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier or its agents, and any other confidential information concerning the Supplier's business or its products which the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Customer's obligations to the Supplier, and subject to obligations of confidentiality corresponding to those which bind the Customer. All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer shall at all times be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier's written instructions or authorisation. This condition 14 shall survive termination of the Contract, however arising.

15 TERMINATION

Without prejudice to any other right or remedy available to the Supplier, the Supplier may terminate the Contract or suspend any further deliveries under the Contract without liability to the Customer and, if the Equipment has been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if (a) the ability of the Customer to accept delivery of the Equipment is delayed, hindered or prevented by circumstances beyond the Customer's reasonable control; or (b) an order is made or a resolution is passed for the winding up of the Customer, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Customer; or (c) an order is made for the appointment of an administrator to manage the affairs, business and property of the Customer, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or (d) a receiver is appointed of any of the Customer's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Customer, or if any other person takes possession of or sells the Customer's assets; or (e) the Customer makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way, or becomes bankrupt; or (f) the Customer ceases, or threatens to cease, to trade; or (g) the Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt. Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.

16 FORCE MAJEURE

The Supplier reserves the right to defer the date of delivery, or to cancel the Contract or reduce the amount of Equipment ordered, if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including without limitation strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors (Force Majeure Event).

17 EQUIPMENT DISPOSAL

The Supplier is, in accordance with the European Waste Electrical and Electronic Equipment (WEEE) Directive (2002/96/EC) and regulations pursuant thereto, registered as a WEEE Producer. If the Customer as a business user of electrical and electronic equipment that chooses to deal with its WEEE itself it must ensure that upon disposal the Equipment is dealt with properly in accordance with all applicable regulations including being taken to an appropriately licensed site where it can be treated safely. Upon request from the Customer, the Supplier will accept responsibility as an obligated WEEE Producer for the proper treatment, recycling and disposal of any Equipment sold under the Contract. The Customer shall assume all shipping costs to a designated UK approved and authorised treatment facility or to a point of collection for the purpose of bulking activity. Details of the points of disposal in the UK can be obtained from the Supplier. The Customer may make its own transportation arrangements or can request that the UK recycling partner of the Supplier arranges for a collection but if so the collection costs will be for the Customer. On their premises, the Customer will be responsible for disassembling and moving the Equipment to a suitable truck loading area. Neither the Supplier nor its UK recycling partner will assume any liability if the Customer sends the wrong equipment for treatment and disposal or sends equipment or materials that were not part of the original Equipment sale. Equipment for which the Supplier bears no responsibility under the WEEE Directive will be returned to the Customer at the Customer's expense.

18 GENERAL

A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

If any provision of this agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Contract.

The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

Any notice required to be given pursuant to this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or such other address as may be notified by one party to the other. A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Switzerland. The parties irrevocably agree that the courts of Switzerland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).