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TERMS OF SALE

Version 1.0 – Effective January 18th 2026

  1. Scope and Applicability
    1.1. These Terms of Sale (“Agreement”) govern the direct sale of the Device(s) (as such term is defined below) and the grant of a limited license to the Transducer(s) (as such term is defined below, and collectively with the Device shall be referred to as the “System”) by Initia Ltd. (“Company”) to customers purchasing the System for their own professional business use, including clinics, hospitals, and healthcare practitioners (“Customer”) but excluding distributors and resellers, which are governed by separate written agreements.
    1.2. This Agreement is incorporated by reference into each written price quotation and/or sales order issued by Company (“Sale Document”) and becomes binding upon the Customer’s acceptance of the Sale Document, including by executing the Sale Document, providing a written confirmation, transfer of partial or full payment, or acceptance of delivery.
    1.3. In the event of any conflict or inconsistency between this Agreement and any Sale Document, the terms of the Sale Document shall prevail. Any terms or conditions contained in a purchase order or other document issued by the Customer are hereby expressly rejected and shall have no effect unless expressly agreed in writing by the Company.
  2. Sale, License and Delivery
    2.1. Subject to the terms of this Agreement, Company hereby agrees to sell and the Customer hereby agrees to purchase such number of units of that certain low-intensity shockwave therapy device (the “Device”), as identified and detailed in the Sale Document.
    2.2. Notwithstanding the sale of the Device, all shockwave transducers, applicators and/or handpieces (the “Transducers”) used in connection with the Device, are not sold to the Customer. Instead, subject to full payment of the applicable fees set forth in the Sale Document, the Company hereby grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Transducers solely with the Device, solely for its intended use, and solely for the number of shocks specified in the Sale Document (the “License”). It is mutually agreed that the License shall expire immediately upon the lapse of such number of shocks specified in the Sale Document.
    2.3. Subject to the terms of this Agreement, Company grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the software embedded in the System, solely as required for the operation of the System for its intended use as specified in the Instructions for Use provided by the Company with the System (the “IFU”).
    2.4. Delivery of the System shall be Ex-Works (Incoterms® 2020), to such address and on or prior to such delivery date, specified in the Sale Document. Notwithstanding the foregoing, title to the Device shall pass to Customer only upon payment to Company of the full price specified in the Sale Document. It is agreed that said delivery date is an estimated date of delivery, and Company shall use its reasonable efforts to comply therewith. In the event of a delay for any reason, Company shall promptly notify Customer of the estimated duration of such delay. An unexcused delay in delivery by Company shall not be cause for cancellation hereof or grounds for any claim by Customer unless, after sixty (60) days of receipt of Customer’s written notice of intent to cancel, Company has failed to make delivery of the System. In such event, such cancellation by Customer shall be the sole and exclusive remedy available to Customer in respect of such delay.
    2.5. Company shall not be liable for failure to deliver or delay in delivery to the extent the same is caused directly or indirectly by an event of “force majeure”, including (without limitation) fire, flood, accident, explosion, equipment or machinery breakdown, sabotage, strike or other labor disturbance, civil commotion, riots, war, governmental act, shortage of labor, fuel, power or raw materials, or any other cause beyond reasonable control of Company.
    2.6. This Agreement does not grant and shall not be construed as granting any rights to Customer except the right to purchase and use the System solely for the purpose and in the manner intended. The relationship established between Customer and Company is solely that of purchaser and seller.
  3. Price, Payment Terms
    3.1. Purchase price, payment terms and Company’s bank are detailed in the Sale Document. 
    3.2. Unless expressly stated otherwise in the applicable Sale Document, the Purchase Price set forth therein is exclusive of, and the Customer shall be solely responsible for, all shipping, freight and handling costs, insurance, importation and exportation charges, customs duties, levies, tariffs, excise taxes, value added tax (VAT) if applicable, sales or use taxes, withholding taxes, and any other local, state, federal or foreign taxes, fees or governmental charges imposed by any governmental or regulatory authority in connection with the sale, delivery, importation, possession or use of the System. Any installation or on-site training services shall be provided only if, and to the extent, expressly specified and priced in the applicable Sale Document.
  4. Intended Use and Regulatory Compliance
    4.1. The System is a medical device intended solely for professional clinical use by qualified healthcare professionals.
    4.2. The Customer represents and warrants that it shall:
    4.2.1.comply with all applicable laws and regulations.
    4.2.2. use and maintain the System, and ensure the System is used and maintained, strictly in accordance with the IFU, and only under the supervision of a qualified healthcare provider.
    4.2.3.use the System, and ensure the System is used, solely for the approved clinical indications.
    4.2.4. ensure the System be repaired only by persons authorized by Company.
    4.3.     Customer shall inspect the System upon delivery and promptly notify Company in writing of any apparent damage, shortage or non-conformity.
  5. Training, Maintenance and Technical Support
    5.1. Company shall provide Customer with an online training on the System. The date and time of such training shall be coordinated by the parties following receipt of the System.
    5.2. The Customer shall be responsible for the care and maintenance of the System in accordance with the IFU. It is hereby understood and agreed that Company shall not be liable for any damage caused to the System as a result of a misuse and/or negligent care and/or maintenance of the System.
  6. Confidentiality & Proprietary Rights
    6.1. The Customer agrees to keep the terms and conditions of this Agreement, as well as the price paid to the Company, in strict confidence.
    6.2. Any and all proprietary rights, title and interest of any kind whatsoever in and to the System and any related documentation, specifications, developments as well as all Intellectual Property rights embedded therein are, and shall remain, the sole and exclusive property of Company. “Intellectual Property” means all intellectual property rights worldwide including: (i) patents and patent applications, patent disclosures, patentable subject matter, inventions, any improvements thereof and know-how; (ii) trade secrets and confidential information and know-how, including confidential information regarding equipment, processes, formulas, data, software and drawings; (iii) trademarks, service marks, trade names, and trade dress and trademark applications together with all goodwill associated therewith; and (iv) copyrights, copyright applications, derivative works and other forms of expression, and moral rights; (v) other intellectual proprietary property (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing now or hereafter in force or hereafter acquired or adopted.
    6.3. All drawings; software; consumables; instructions; manuals; operating information; maintenance information; repair information; other information; and all materials embodying such information in whatever form, relating to the System and any computer software incorporated in the System (all of the foregoing are hereinafter referred to as “Materials”) which are furnished to Customer, its employees, agents and representatives shall be treated as confidential and proprietary information, and shall at all times be and remain the sole and exclusive property of Company. The Materials and/or the System shall not be copied or duplicated in any manner or submitted or disclosed to any third party, for examination or otherwise, without the express prior written consent of Company. Customer shall keep the Materials and the information they contain strictly confidential and shall take all reasonable steps to ensure that its employees, agents and representatives maintain the confidentiality of the Materials and such information. Customer shall have the right to use the Materials and such information solely in connection with the System and for the purpose and in the manner intended as provided in this Agreement. Customer acknowledges and agrees that the System and the Materials contain and incorporate valuable confidential information and trade secrets of Company. Customer hereby warrants and represents that neither Customer nor any of Customer’s employees or affiliates will open or examine the internal mechanisms, circuitry or internal components of the System or the Materials, or any parts or sub-assemblies thereof, for any reason or purpose whatsoever. Customer shall not sell, transfer, assign, license, reverse compile or reverse engineer, alter and/or make any other unpermitted use of the System and/or Materials.
  7. Warranty
    7.1. Limited Warranty. Company warrants to Customer that System will be free from defects in material and workmanship, under normal and proper use and maintenance, in accordance with the IFU, for a period of twelve (12) months from delivery. Notwithstanding the foregoing, the warranty applicable to Transducers shall expire on the earlier of (i) twelve (12) months from delivery and (ii) exhaustion of the designated number of shocks.
    7.2. Remedy. Company’s sole obligation and Customer’s exclusive remedy under this warranty shall be, at Company’s sole discretion, the repair or replacement of the System or the affected component, with a new or refurbished unit having at least equivalent functionality. Repaired or replaced parts shall be warranted for the remainder of the original warranty period or ninety (90) days from shipment, whichever is longer. Company’s obligations under this Section shall apply only upon Customer’s submission of a warranty claim in compliance with the foregoing provisions.
    7.3. Warranty Claims. Customer shall submit any warranty claim in writing within seven (7) business days after discovery of the defect and prior to expiration of the applicable warranty period, together with sufficient information and evidence to enable Company to assess the claim. Upon Company’s request, Customer shall return defective components in accordance with Company’s instructions. Customer shall bear all costs of transportation, removal and reinstallation. Compliance with this Section is a condition to warranty coverage.
    7.4. Exclusions. This warranty does not apply to defects or damage resulting from misuse, improper operation or maintenance, use not in accordance with the IFU, off-label use, unauthorized repair or modification, normal wear and tear, accident, catastrophe, negligence, unusual stress, improper handling, use beyond the licensed number of shocks, or any cause other than ordinary use for the intended purpose. Consumables are excluded from this warranty.
    7.5. Inspection and Acceptance. Customer shall inspect the System upon delivery and notify Company in writing of any apparent damage, defect, shortage or non-conformity within five (5) days. Failure to provide such notice within said time shall constitute a waiver of such claims.
    7.6. Notwithstanding anything to the contrary, Company does NOT warrant: (i) that the operation of the System will be uninterrupted or error-free; (ii) that System will meet Customer’s requirements or achieve any business outcome or result; (iii) that System will operate in combination with other, non-Company products; (iv) that System will be free from physical damage, including cracks or scratches on the casing, or damage caused by unauthorized attempts to open, repair, or modify the System. The foregoing warranty is for the benefit of Customer only and may not be extended, transferred or assigned to the benefit of any other person or entity without the express prior written approval of Company. The aforesaid warranty excludes consumables which require replacement in the ordinary course of use.
    7.7. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). REPAIR OR REPLACEMENT IN THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR BREACH OF WARRANTY AND SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF COMPANY WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE SYSTEM.
  8. Limitation of Liability
    8.1. TO THE EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCE SHALL COMPANY BE LIABLE TO CUSTOMER, OR ANY OTHER PARTY, FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, THE COST OF LABOUR, DELAY, LOST PROFITS, LOSS OF INCOME OR LOSS OF REPUTATION OR GOODWILL ARISING OUT OF THE SALE, INSTALLATION OR USE OF THE SYSTEM. IF COMPANY HAS ANY LIABILITY FOR BREACH OF CONTRACT, BREACH OF ANY IMPLIED CONDITION, WARRANTY OR REPRESENTATION, TORT OR UNDER ANY OTHER THEORY OF LAW THEN THE AGGREGATE LIABILITY OF COMPANY TO CUSTOMER SHALL BE LIMITED IN RESPECT OF ANY OCCURRENCE OR SERIES OF OCCURRENCES TO THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE SALE DOCUMENT TO WHICH SUCH LIABILITY IS ATTRIBUTABLE. ALL GOODS PURCHASED UNDER THIS AGREEMENT ARE AT THE CUSTOMER’S RISK.
  9. Miscellaneous
    9.1. This Agreement constitutes the full and entire understanding between the parties with regard to the subject matter hereof, and supersedes all prior agreements, representations and understandings, written or oral. Should any provision of this Agreement be held by a competent court to be prohibited or unenforceable under applicable law, then such provision shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. No waiver by either party with respect to any breach or default or of any right or remedy, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound.
    9.2. This Agreement shall be subject to, governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles. The competent courts of Petah-Tikva, Israel, shall have exclusive jurisdiction.
    9.3. All notices and other communications between the parties in connection with this Agreement shall be in writing and shall be deemed given: (i) if transmitted by email- on the business day following transmission; (ii) if sent by registered mail – five (5) days after mailing; or, (iii) if delivered in person – at the time of delivery, to the respective addresses, e-mail addresses (as the case may be) set forth in the Sale Document.
    9.4. Customer may not assign any of the rights nor obligations set forth in this Agreement without the prior written consent of the Company. Company may assign any and all of its rights and obligations set forth in this Agreement at its sole discretion.
    9.5. Amendments. Company may amend this Agreement from time to time by publishing an updated version at the applicable URL and updating the version number and/or effective date. Any such amendment shall apply only to Sale Documents accepted on or after the effective date of the amended Terms of Sale, unless otherwise expressly agreed in writing.
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