1. These Terms and Conditions of Sale (the “Terms”) govern all quotations and orders for the purchase of Juläine products (the “Product”) from Nordberg Medical AB (reg. no 559068-5946), with registered address at Hälsovägen 7, 141 57 Huddinge, Sweden (hereinafter referred to as “Nordberg”, “we” or “our”).

“Nordberg” in these Terms includes all affiliates of Nordberg Medical AB, and the Terms also govern orders from such entities, including but not limited to the following:

• Nordberg Medical UK LTD (reg. no 15518085), Office 2.03, The Smiths Building, 179 Great Portland Street, London, England, W1W 5PL;

• Nordberg Medical (France) SAS (reg. no 979 900 297), 29 Rue du Pont 9220, Neuily-sur-Seine, France;

• Nordberg (Germany) GmbH (reg. no HRB 130519), Opernplatz 14, 60313, Frankfurt am Main, Germany;

• Nordberg Medical (Switzerland) GmbH (reg. no CHE-156.673.565), Grafenauweg 8, 6300 Zug, Switzerland

• Nordberg Medical (Italy) S.R.L. (reg. no P. IVA 13130740965), Piazza Gae Aulenti 1, Torre B, 20124 Milano, Italy;

• Nordberg Medical (Spain) S.L (reg. no B44643211), C/Serrano Anguita 13, 28004, Madrid, Spain; and

• Nordberg Medical (Hong Kong) Limited (reg. no 75970123), 11/F, Lee Garden Two 28 yun, Ping road causeway bay, Hong Kong.

1. The purchaser (hereinafter referred to as “Purchaser”, “you”, or “your”) means the person, firm, company, or other organization who or which will be deemed to have assented to the Terms by ordering Products from Nordberg. The Terms contain the entire and exclusive agreement between Nordberg and the Purchaser regarding the sale and purchase of each Product. These Terms may not be varied or waived except with the express written agreement by the parties. Any issuance of a purchase order or any other definite and timely act or expression of acceptance on the part of Purchaser shall constitute acceptance of the Terms.

Juläine is an injectable implant for single patient and single session use only. It is not supplied with accessories and must be administered by qualified healthcare professionals. Please consult the Instructions for Use prior to using the Product.

ORDER

1. Orders are placed with your Nordberg representative or your local distributor.

2. Orders are confirmed upon receipt. Final shipping costs are communicated upon order confirmation.

3. All sales are final. As Nordberg’s products are not intended for any private use, national legislation based on EU Directive 2011/83/EU on consumer rights and the right to withdraw distance purchases within 14 days does not apply.

PRICES AND PAYMENT TERMS

1. The price of the Products is set out in the order confirmation or, where no price is stated, in Nordberg’s price list at the date of delivery. Please contact Nordberg or your local distributor for a current price list. Nordberg reserves the right to amend the price list at any time.

2. Invoices are issued at the time of shipment and payment terms are net thirty (30) days from the invoice date. Payment shall be made in accordance with the invoice instructions. Invoice

number(s) should be clearly stated when submitting remittance by bank wire transfer. Purchaser bears all bank charges and duties. Upon late payment by Purchaser, Nordberg may charge interest at an annual rate equal to 12% on all unpaid amounts. Nordberg shall also have the right to suspend deliveries or cancel orders until payment is received.

1. Purchaser will pay any duties, value-added, importation taxes, and other taxes, fees or charges of any nature (other than our income tax) imposed by any government authority or measured by the transaction. If Nordberg is required to pay any such tax, fee, or charge, then Purchaser will reimburse Nordberg. Nordberg will add sales taxes when shipping products to such jurisdiction where Nordberg is responsible for collecting sales tax unless the Purchaser has filed tax exempt information to Nordberg.

SHIPPING AND DELIVERY

1. Any date of shipment stated in the order confirmation is approximate and is based on our production or inventory at the date thereof, and the times stated are subject to our receipt of all necessary information from Purchaser to permit timely delivery of Product. Shipping information will be provided once the order is shipped.

2. Nordberg’s ability to ship Product may be affected by acts of force majeure or due to an impediment beyond our reasonable control (“Force Majeure Event”). Nordberg shall have no liability for the failure to ship or deliver Products due to a Force Majeure Event. The obligation to complete the delivery of such Product shall be suspended during such time. Purchaser is not relieved from accepting shipment at the agreed price, and according to these Terms, when such Force Majeure Event has ended. Where delivery of any Product requires an export license or other authorization before shipment, Nordberg shall not be responsible for any delay in delivery due to delay in, or refusal of, such license or authorization.

3. Nordberg reserves the right to select the packaging and shipping method and the carrier to be used for the Purchaser’s order. Unless otherwise agreed, all Nordberg orders are shipped EXW Stockholm, Sweden (Incoterms 2020). Purchaser assumes all risks after delivery to the carrier. Nordberg may nevertheless arrange for and pay transportation, and such expenses will then be invoiced by Nordberg to the Purchaser. The Purchaser assumes all responsibility for the importation of the product into the Purchaser’s country, including obtaining all required permits, licenses, or certificates. Nordberg shall not be liable for the failure of any government authority to issue such permits, licenses, or certificates.

4. Title to the Products shall pass from Nordberg to Purchaser when Nordberg has received the purchase price in full.

PRODUCT INFORMATION AND AUTHORIZED USES

1. Any descriptions or illustrations contained in Nordberg’s website and in Product information sheets, price lists and advertisements or otherwise communicated to Purchaser are intended merely to present a general idea of the Products so described. Nothing contained in any of them will form any part of this Terms. Use of the content on Nordberg’s website is authorized solely for the purpose of purchasing Products from Nordberg or our distributors.

2. The Product may only be used in accordance with its Instructions for Use. The Purchaser must ensure that only healthcare professionals with sufficient knowledge, experience and regulatory permissions administer the Products. Private use of the Products is not permitted. Purchaser is solely liable to ensure compliance with any local regulatory requirements related to the Purchaser’s use of the Products, including the Medical Device Regulation (MDR), (EU) 2017/745.

3. Nordberg’s Products or any portion of them, including the product label and the Nordberg mark of origin, may not be resold, modified, or altered for resale or used to manufacture commercial products without the express written permission of Nordberg. The Purchaser shall not reverse-

engineer, analyze or otherwise attempt to derive the properties, composition, construction, or method of manufacture of any of the Products, including but not limited to, analysis by physical, chemical, or biochemical means and shall not cause a third party to do the same.

SAFETY INFORMATION

1. The Purchaser acknowledges that the Product may present a safety risk as may be outlined in Instructions for Use or any other safety data or product information sheet, or any other label or document shipped with or otherwise associated with any of the Products. Purchaser agrees to use, store, and otherwise handle the Products with such care and taking such safety precautions as is necessary or appropriate in each case. In no event shall Nordberg be liable for any personal injury or any other damages arising from or as a result of use not in accordance with permitted uses or product information, misuse, or mishandling of the Products.

2. Upon receiving information about any incident resulting in an adverse event or a serious incident involving the Product, or a potential incident that could result in the death of, or harm to the health of, a patient, user or third party, the Purchaser will forward this information to Nordberg via e-mail to quality@nordbergmedical.com without delay and will cooperate fully in issuing warnings if necessary.

TRACEABILITY

1. The Purchaser will keep records on the deliveries of all Products supplied by Nordberg which have been sold to users or resellers, in order that any recalls or warnings may be issued at any instant. These records are to include i) name and address of client, ii) quantity distributed, iii) date of dispatch to client, iv) product reference and v) unique device identification (if applicable). The documents must be possible to be presented to the relevant authorities on request and as otherwise set out under applicable laws and regulations.

2. If the Purchaser files with an applicable authority a medical device form or report concerning safety or use of the Product, the Purchaser will simultaneously provide a copy of the form or report to Nordberg via e-mail to quality@nordbergmedical.com.

WARRANTY

1. Products supplied by Nordberg are warranted to meet the specifications provided on our Product information sheets when used under normal conditions for a period of the expiry date specified on the label of the Product (the “Product Warranty Period”). Should any Product fail to perform as specified during the Product Warranty Period, Nordberg will credit the purchase price to the Purchaser’s account or replace the Product free of charge. This warranty is exclusive and limits our liability to the replacement of the Product or, at our option, full credit of the original purchase price. A warranty will not apply to a Product that fails to perform its specific function due to misuse, improper storage, use beyond the expiry date, or accidental damage.

2. Any warranty granted by Nordberg shall be deemed void if any goods covered by such warranty are used for any purpose not permitted hereunder. We will notify you as soon as reasonably possible after we become aware of deficiencies in a supplied Product. Any claim relating to Products shall be limited to replacement or refund of the original purchase price paid.

3. Except for the express warranties set out in these Terms all other warranties, express or implied, statutory, or otherwise are hereby excluded to the extent permissible by law, including, without restriction, any implied warranty or condition of quality, merchantability, merchantable quality, durability, title, non-infringement or fitness for a particular purpose.

CLAIMS AND RETURNS

1. Packaging and Products should be inspected immediately upon receipt. If any delivered Product is defective in materials or workmanship, the Purchaser shall notify Nordberg without undue delay after the defect was discovered or should have been discovered by the Purchaser. Purchaser’s sole remedy shall be as provided in Section 9 herein. All claims shall be made by written notice.

2. Product returns will not be accepted without prior written authorization. Request to return Products must be made within ten (10) business days of receipt and Products must be returned within thirty (30) days of receiving a return authorization. Nordberg reserves the right to test a sample of the Product prior to authorizing the return of the remaining Product and to deny a return if, in our reasonable opinion, the Product complaint is a result of inappropriate usage or handling rather than a failure of the Product to meet specifications as outlined on our product information sheets, when used under normal conditions.

3. If a Product does not comply with these Terms or the Product specifications, either a replacement Product will be shipped at no charge or the Purchaser’s account will be credited.

LIMITATION OF LIABILITY

1. With the exception of the indemnity provided in Section Fel! Hittar inte referenskälla. below, Nordberg’s total liability and Purchaser’s exclusive remedy for any cause of action associated with the purchase and the Terms, whether based in tort, contract, strict liability or other legal theory, is expressly limited, at Nordberg’s discretion, to either (i) to replace the non-conforming Products, or (ii) payment in an amount not to exceed the purchase price paid by Purchaser for the Products for which damages are claimed.

2. In no event will Nordberg be liable for any indirect, incidental, or consequential damages, losses, costs or expenses, lost profits, failure to realize expected savings, any economic losses of any kind, any loss or damage to property, any personal injury, any damage or injury arising from or as a result of misuse or abuse, improper storage, use beyond expiration date, accidental damage to the Product, or any costs arising from the use, the results of use, or the inability to use, the Product, however arising.

INDEMNITY

1. Nordberg shall, at its own expense indemnify, defend and hold Purchaser, its directors, officers, employees, agents, successors and assigns (“Purchaser Indemnitees”) harmless from and against any and all third party claims, losses, costs, damages and expenses (including, reasonable attorneys’ fees and other costs of defending any action) (collectively, “Losses”) that you may incur in any way arising out of or relating to patient injury or death caused by (a) defects in the Product that existed at the time of delivery, (b) failure of the Product to conform with its specifications or (c) inadequate or incorrect instructions, warnings, or documentation provided by Nordberg, except, the extent in each case (a) to (c) such Losses result from the breach of the Terms by you or the negligence, recklessness or wrongful intentional acts or omissions of any Purchaser Indemnitees.

2. Purchaser shall, at its own expense, indemnify, defend and hold Nordberg, its directors, officers, employees, agents, successors and assigns (“Nordberg Indemnitees”), harmless from and against any and all Losses that we may incur in any way arising out of or relating to (a) a breach by you of your obligations under these Terms, (b) any use of the Products not in compliance with the uses stated in the Instructions for Use, (c) any failure of you to comply with laws, regulations, guidelines or decisions in the handling or use of the Products, (d) any violation or infringement of any patent, trade secret, copyright, trademark, industrial design, licenses, or other intellectual or proprietary rights of a third party by you in the handling or use of the Products, or (e) any

other use or misuse of the Products by you, except, the extent in each case (a) to (e) such Losses result from the breach of the Terms by Nordberg or the negligence, recklessness or wrongful intentional acts or omissions of any Nordberg Indemnitees.

PRIVACY, PERSONAL DATA

1. Each party acknowledges and agrees that it shall comply with all applicable obligations under Regulation (EU) 2016/679 (General Data Protection Regulation) and any applicable national data protection laws in connection with the processing of personal data under this Agreement. The terms of Nordberg’s Privacy Policy (https://nordbergmedical.com/en/privacy-policy) are incorporated by reference hereto and Purchaser consents that Nordberg may collect and use certain information in accordance with this policy.

INTELLECTUAL PROPERTY RIGHTS

1. The sale shall not, by implication or otherwise, convey any license under any intellectual property right and Purchaser expressly assumes all risks of any intellectual property infringement. Nothing contained in this Agreement will be construed as an assignment to Purchaser of any intellectual property rights in or to the Products. All intellectual property rights are and will remain the sole and exclusive property of Nordberg or its licensors, as applicable, and are reserved by Nordberg. Nordberg shall not be held liable for any loss or damages in that respect to any potential existence of third party intellectual property rights which might be infringed as a consequence of Product manufacture, use, sale, offering for sale, or import.

MISCELLANEOUS

1. These Terms constitute the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all written or oral warranties, commitments, undertakings and agreements between the parties which have preceded the Terms.

2. All notices, requests or demands to Nordberg under these Terms must be in writing and sent to Nordberg to the address specified above. Such notices shall be deemed to have been received by the recipient if (i) delivered by courier, on the day of delivery; (ii) sent by registered letter, seven (7) days after posting; or (iii) sent by e-mail, on the day of dispatch provided that the sender receives a confirmation of receipt from the receiver.

3. In no event shall any delay, failure or omission of a party in enforcing, exercising or pursuing any right, claim or remedy under the Terms be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.

GOVERNING LAW AND DISPUTES

1. These Terms are governed by the laws of Sweden. The UN Convention on the International Sale of Goods (CISG) is not applicable.

2. Any dispute, controversy or claim arising out of or in connection with the Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administrated by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. All arbitral proceedings, as well as any decision or award, conducted with reference to this arbitration clause will be kept strictly confidential by the parties.