ORTOWEAR APS

TERMS AND CONDITIONS OF SALE AND DELIVERY

Document No.: OW-TC-EN-001
Version: 2.0
Effective Date: 01 October 2026
Document Owner: CEO
Approved by: CEO

© Ortowear ApS
All rights reserved.

1. Purpose and Scope

1.1 Application

These Terms and Conditions of Sale and Delivery ("Terms") apply to all quotations, sales, deliveries, licences and other products and services supplied by Ortowear ApS ("Ortowear") to businesses, public authorities, hospitals, clinics, organisations and other legal entities ("Customer"), unless otherwise expressly agreed in writing.

These Terms apply regardless of whether the agreement is concluded through OrtoConnect, Ortowear's website, e-mail, electronic data interchange (EDI), telephone, written order confirmation or any other communication channel.

The Customer's own purchasing terms or standard conditions shall not apply unless expressly accepted in writing by Ortowear.

1.2 Products and Services

These Terms apply, among other things, to:

• Custom-made orthopedic footwear.
• Custom-made orthopedic insoles.
• Custom-made lasts, fitting shoes and other custom-made products.
• Standard products.
• Hardware, including 3D scanners, measuring equipment and accessories.
• Software and software licences.
• Cloud-based platforms and digital services.
• Support, maintenance and service.
• Training, education and consulting services.
• Any other products or services supplied by Ortowear.

1.3 Separate Agreements

Certain products or services may be governed by separate agreements, including but not limited to:

• Software licence agreements.
• Service agreements.
• Support agreements.
• Data Processing Agreements (DPA).
• Rental agreements.
• Subscription agreements.
• Manufacturer licence or warranty terms.

In the event of any inconsistency between these Terms and a separate written agreement, the separate agreement shall prevail with respect to the relevant product or service.

1. Definitions

For the purposes of these Terms, the following definitions shall apply:

Agreement

The entire agreement between Ortowear and the Customer, including quotations, order confirmations, these Terms and any appendices or separate agreements.

Cloud Services

Any internet-based software, platform or data service supplied by Ortowear.

Customer

The legal entity purchasing products or services from Ortowear.

Delivery

Any delivery of products, software or services.

Decision Support Tool

A digital tool developed by Ortowear for the purpose of supporting the Customer's professional assessment when selecting, among other things, product size, fit, model, components or other product characteristics. The tool serves solely as a technical aid and does not replace the Customer's own professional judgement or responsibility.

Hardware

Physical equipment supplied by Ortowear, including but not limited to 3D scanners, measuring devices and accessories.

Order

Any order placed by the Customer.

Product

Any physical product supplied by Ortowear.

Service

Support, maintenance, installation, training, consulting or any other professional service supplied by Ortowear.

Software

Any software, firmware, desktop application, mobile application or web-based solution supplied by Ortowear.

Standard Product

A product manufactured according to standard specifications without individual customisation.

Custom-made Product

A product manufactured specifically for an individual patient or customer based on measurements, scans, clinical information or other individual specifications.

1. Products and Services

3.1 General

Ortowear develops, manufactures, markets and supplies products and services within the fields of orthopaedics, biomechanics and related disciplines.

A Delivery may consist of one or more Products, Software licences, Hardware and/or Services.

3.2 Custom-made Products

Custom-made Products are manufactured on the basis of information, scans, measurements, specifications or other data provided by the Customer.

As each Product is individually manufactured, minor variations in materials, finish, colour and craftsmanship may occur without constituting a defect.

3.3 Standard Products

Standard Products are supplied in accordance with the manufacturer's or Ortowear's current specifications at the time of delivery.

Ortowear reserves the right to make minor changes to design, materials or construction provided that such changes do not materially affect the intended functionality or quality of the Product.

3.4 Software

Software is supplied under licence and not sold.

The Customer receives only the right to use the Software as set out in these Terms and any applicable licence agreement.

3.5 Hardware

Hardware is supplied in accordance with the technical specifications stated in the order confirmation and the accompanying product documentation.

1. Quotations, Orders and Contract Formation

4.1 Quotations

All quotations, brochures, catalogues, price lists, product descriptions, illustrations, technical specifications and other sales material are provided for information purposes only and shall not be binding unless expressly stated otherwise.

4.2 Orders

The Customer is responsible for ensuring that all information submitted in connection with an Order is accurate, complete and sufficient for the requested Delivery.

This includes, among other things:

• patient information;
• measurements and measurement data;
• 3D scans;
• clinical information;
• product selection;
• material selection;
• size and fit;
• any other specifications or instructions.

Ortowear shall not be liable for defects, delays or other consequences resulting wholly or partly from inaccurate, incomplete or insufficient information provided by the Customer.

4.3 Contract Formation

A binding Agreement is concluded when Ortowear has issued a written order confirmation or has otherwise accepted the Customer's Order in writing.

For Orders placed through Ortowear's digital platforms, including OrtoConnect, the Agreement becomes binding when the Customer completes and submits the online Order. A separate written order confirmation will not necessarily be issued unless expressly agreed or provided by the relevant platform.

Ortowear reserves the right to reject an Order, in whole or in part, before design, planning, procurement of materials or production has commenced, where justified by circumstances including incomplete information, technical limitations or credit-related considerations.

4.4 Amendments and Cancellation

Any amendment or cancellation of an Order after the Agreement has been concluded requires Ortowear's prior written approval.

If design work, planning, procurement of materials, production or any other processing of the Order has commenced, Ortowear shall be entitled to charge an administration fee together with payment for work already performed, materials consumed, components procured and any other documented costs resulting from the requested amendment.

Amendments may result in adjustments to price, delivery time, product specifications and other contractual terms.

Ortowear is under no obligation to accept amendments or cancellation of Custom-made Products once design work, material procurement or production has commenced.

4.5 Draft Orders

Orders created as drafts within OrtoConnect or other digital platforms shall not be considered binding until the Customer has actively completed and submitted the Order.

1. Prices and Payment

5.1 Prices

Unless otherwise agreed in writing, all prices are exclusive of VAT, customs duties, taxes, packaging, freight, insurance and any other public or private charges.

5.2 Price Adjustments

Ortowear reserves the right to adjust prices prior to delivery due to, among other things:

• changes in raw material costs;
• exchange rate fluctuations;
• transport costs;
• government taxes or duties;
• supplier price increases;
• circumstances beyond Ortowear's reasonable control.

If the price of an Order increases by more than ten percent (10%), the Customer may cancel the affected part of the Order by notifying Ortowear in writing without undue delay after receiving notice of the revised price.

5.3 Payment

Payment terms are stated in the order confirmation, online Order or invoice.

In the event of late payment, Ortowear shall be entitled to charge statutory interest and applicable collection fees.

Ortowear shall furthermore be entitled to suspend further Deliveries, Services, Software licences and access to Cloud Services until all overdue amounts have been paid in full.

5.4 Set-off

The Customer shall not be entitled to set off any claim against amounts due to Ortowear or withhold payment on the basis of alleged defects or counterclaims unless such claim has been expressly acknowledged in writing by Ortowear or finally determined by a court of competent jurisdiction.

1. Delivery

6.1 Place of Delivery

Unless otherwise agreed in writing, delivery shall be Ex Works (EXW) from Ortowear's premises or such production or warehouse location designated by Ortowear in accordance with the latest version of Incoterms.

6.2 Delivery Time

Any delivery dates or delivery times stated by Ortowear are estimates only unless expressly agreed otherwise in writing.

The delivery period shall commence when:

• the Customer has placed a binding Order;
• all necessary information, scans, measurements and specifications have been received;
• any agreed advance payment has been received; and
• all other prerequisites for production or delivery have been fulfilled.

The delivery period shall be extended accordingly if any delay is caused by the Customer or by circumstances beyond Ortowear's reasonable control.

6.3 Partial Deliveries

Ortowear shall be entitled to make partial Deliveries unless otherwise expressly agreed.

Each partial Delivery may be invoiced separately.

6.4 Failure to Accept Delivery

If the Customer fails to accept Delivery at the agreed time, Delivery shall nevertheless be deemed to have taken place.

Ortowear shall be entitled to store the Delivery at the Customer's expense and risk and to charge the Customer for documented storage, handling, transportation and administrative costs.

1. Transfer of Risk

The risk relating to the Delivery shall pass to the Customer in accordance with the agreed Incoterms delivery condition.

If Delivery is delayed due to circumstances attributable to the Customer, the risk shall pass when the Delivery is ready for dispatch.

1. Retention of Title

Title to the Products supplied shall remain vested in Ortowear until full payment of all amounts due in respect of the relevant Delivery has been received.

Until title has passed, the Customer shall store the Products safely and keep them clearly identifiable as the property of Ortowear.

Without Ortowear's prior written consent, the Customer shall not sell, pledge, lease, transfer or otherwise dispose of the Products in any manner that may prejudice Ortowear's security interest.

1. Returns

9.1 Custom-made Products

Custom-made Products are manufactured specifically in accordance with the Customer's specifications and therefore cannot be returned or cancelled unless a valid warranty claim exists or mandatory law provides otherwise.

9.2 Standard Products

Standard Products may only be returned with Ortowear's prior written approval.

Returned Products must:

• be unused;
• be undamaged;
• be returned in their original packaging; and
• be in a condition suitable for resale.

Ortowear reserves the right to charge a handling and restocking fee.

Special-order items, discontinued products and Products specifically procured for the Customer are non-returnable.

1. Claims, Repairs and Warranty

10.1 Inspection upon Delivery

The Customer shall inspect the Delivery immediately upon receipt and no later than five (5) Business Days after delivery for visible defects, shortages and transport damage.

Transport damage shall be reported to the carrier at the time of delivery.

Failure to inspect or notify Ortowear within the above time limit shall result in the Customer losing the right to rely on the relevant defect, unless otherwise required by mandatory law.

10.2 Inspection before Delivery to the End User

The Customer shall inspect the Delivery before supplying or fitting the Product to the end user.

If any defect or non-conformity is identified, the Product shall not be supplied, fitted or otherwise used until the matter has been clarified with Ortowear.

Ortowear shall not be liable for any loss, costs or damages arising from the Customer supplying, fitting or using a Product despite the Customer knowing or reasonably being expected to have identified the alleged defect.

10.3 Claim Period

Unless otherwise required by mandatory law or agreed separately in writing, any claim relating to defects shall be submitted no later than twenty-four (24) months from the date of Delivery.

Repair, remanufacture or replacement of a Product shall not extend or restart the original claim period.

10.4 Submission of Claims

All claims shall be submitted in writing and shall include a description of the alleged defect together with relevant supporting documentation.

Ortowear shall be entitled to request additional information, photographs, measurements or return of the Product before assessing the claim.

10.5 Remedy

All claims shall be assessed individually.

At its sole discretion, Ortowear shall be entitled to:

• repair the Product;
• remanufacture the Product;
• replace the Product; or
• reject the claim.

Ortowear shall always have the right to attempt to remedy any confirmed defect before any other remedy is available.

The Customer shall not be entitled to terminate the Agreement, demand a price reduction, claim damages or exercise any other contractual remedy as long as Ortowear offers to remedy the defect within a reasonable period.

10.6 Unfounded Claims

If Ortowear's investigation concludes that the Delivery has been supplied in accordance with the Agreement and that no defect, non-conformity or manufacturing fault exists, Ortowear shall be entitled to charge an administration and inspection fee.

The fee covers, among other things, technical evaluation, administration and claim handling.

10.7 Products Returned for Claim Assessment or Repair

Products returned for claim assessment or repair must be cleaned prior to receipt by Ortowear.

If a Product is received in an unclean condition, Ortowear shall, at its sole discretion, be entitled to:

• return the Product without further processing; or
• clean the Product and charge a cleaning fee.

Any freight costs associated with returning unclean Products shall be borne by the Customer.

10.8 Limitations

Ortowear shall not be liable for defects or non-conformities arising wholly or partly from:

• inaccurate or incomplete information provided by the Customer;
• improper use;
• inadequate maintenance;
• normal wear and tear;
• unauthorised repairs or modifications;
• storage or use contrary to Ortowear's instructions; or
• circumstances beyond Ortowear's reasonable control.

Ortowear shall furthermore not be liable for defects, changes in fit or altered functionality resulting wholly or partly from changes affecting the end user after Delivery, including changes in anatomy, body weight, mobility, medical condition, biomechanics or other individual circumstances.

Such changes shall not constitute a defect in the Product and shall not entitle the Customer to make a claim or exercise any contractual remedy.

10.9 Warranty

Unless otherwise expressly agreed in writing, Ortowear provides no warranty other than the rights expressly set out in these Terms.

1. Hardware

11.1 Supply of Hardware

Hardware shall be supplied in accordance with the applicable product specification and the accompanying product documentation.

Minor changes to design, components or technical specifications that do not materially affect the intended functionality or purpose of the Hardware shall not constitute a defect.

11.2 Installation

Unless otherwise agreed in writing, the Customer is responsible for installation, network configuration, power supply, internet connectivity and all other technical prerequisites necessary for the operation of the Hardware.

Ortowear shall not be liable for faults, operational interruptions or performance issues resulting from the Customer's IT environment, network infrastructure, third-party equipment or other circumstances beyond Ortowear's reasonable control.

11.3 Third-Party Components

Hardware may contain components or embedded software supplied by third parties.

Such components shall be subject to the applicable licence terms and warranty conditions of the respective manufacturer where relevant.

1. Software and Cloud Services

12.1 Licence

Software is licensed and not sold.

The Customer is granted a non-exclusive, non-transferable right to use the Software for the duration and scope specified in the applicable Agreement.

No ownership or intellectual property rights in the Software are transferred to the Customer.

12.2 Availability

Ortowear aims to maintain a high level of availability of its Software and Cloud Services.

However, Ortowear does not warrant uninterrupted, error-free or continuous availability.

Temporary interruptions caused by maintenance, updates, security measures, technical issues or circumstances beyond Ortowear's reasonable control shall not constitute a defect or breach of the Agreement.

12.3 Updates

Ortowear reserves the right to implement bug fixes, security updates, functional improvements and other modifications to the Software and Cloud Services.

Such updates shall not entitle the Customer to compensation, reimbursement or price reduction.

12.4 Customer Responsibilities

The Customer is responsible for:

• using the Software in accordance with the applicable documentation;
• safeguarding usernames, passwords and other access credentials;
• ensuring that only authorised users access the Software;
• maintaining an adequate internet connection and local IT infrastructure.

Except where expressly permitted by mandatory law, the Customer shall not copy, modify, decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Software.

1. Decision Support Tools

13.1 Purpose

Ortowear may provide digital decision support tools intended to assist the Customer's professional assessment when selecting, among other things, product size, fit, model, components and other product characteristics.

Such tools are intended solely as technical aids.

13.2 Customer Responsibility

The Customer remains solely responsible for:

• the clinical assessment;
• treatment decisions;
• selection of the Product;
• selection of size;
• selection of fit;
• selection of materials;
• the final Order specification; and
• inspection of the completed Delivery.

The use of decision support tools shall not reduce or replace the Customer's professional judgement or responsibility.

13.3 Limitation of Liability

Ortowear shall not be liable for decisions, assessments or selections made by the Customer based on information, calculations or results generated by any decision support tool.

1. Intellectual Property Rights

14.1 Ortowear's Rights

All intellectual property rights relating to Ortowear's Products, Software, Cloud Services, CAD systems, digital manufacturing files, digital lasts, databases, documentation, technical drawings, product designs, trademarks, know-how, manufacturing methods and any other materials developed or supplied by Ortowear shall remain the exclusive property of Ortowear or its licensors.

No intellectual property rights are transferred to the Customer other than the limited right to use the delivered Products and Services in accordance with the applicable Agreement.

14.2 Customer Materials

The Customer retains ownership of its own information, measurements, scans, documentation and other materials provided to Ortowear for the purpose of fulfilling the Agreement.

1. Consulting, Support and Services

15.1 Scope

Consulting, support and other professional services shall be provided in accordance with the applicable Agreement.

Unless otherwise agreed, such services shall be performed during Ortowear's normal business hours.

15.2 Customer Cooperation

The Customer shall provide all information, documentation, facilities and contact persons reasonably required for Ortowear to perform the agreed Services.

Any delay or additional costs resulting from the Customer's failure to fulfil these obligations shall be borne by the Customer.

15.3 Changes

Changes requested by the Customer to agreed consulting, support or service assignments may result in adjustments to price, delivery schedules and other contractual terms.

15.4 Subcontractors

Ortowear shall be entitled to engage qualified subcontractors in connection with the performance of its obligations under the Agreement, unless otherwise expressly agreed in writing.