TERMS AND CONDITIONS

1 INTRODUCTION

1.1 These Terms and Conditions (“Terms”) govern access to and use of this website, including the online store and customer support functionalities

(the “Website”).

1.2 The Website is operated by Sinclair Pharma Ltd. and/or its affiliated entities, including Viora Ltd. (collectively, “Sinclair”, “we”, “us”, “our”), depending

on the applicable distributor relationship.

1.3 The contracting entity shall be the Sinclair group entity that has entered into the applicable distributor agreement with you (“Contracting Entity”).

1.4 By accessing or using the Website, you confirm that you are an authorised distributor of Sinclair products and agree to be bound by these Terms.

1.5 In the event of any conflict between these Terms and the applicable distributor agreement, the distributor agreement shall prevail.

1.6 If you do not agree to these Terms, you must not use the Website.

2 ACCESS AND ELIGIBILITY

2.1 The Website is intended solely for use by authorised distributors of Sinclair products.

2.2 Access is restricted and requires valid login credentials issued by Sinclair.

2.3 You shall:
(a) ensure that all login credentials are kept secure and confidential;
(b) restrict access to authorised personnel only;
(c) notify Sinclair immediately of any unauthorised use or security breach.

2.4 Sinclair reserves the right, at its sole discretion, to suspend, restrict, or terminate access to the Website at any time without prior notice.

3 SCOPE OF WEBSITE SERVICES

3.1 The Website provides the following functionalities:

(a) Online Store
Ordering of consumables, accessories, spare parts, and service-related items associated with Sinclair systems, including but not limited to:

V-SERIES platforms and associated handpieces;
EnerJet system;
Reaction system;
Pristine system;
Infusion system.

(b) Customer Support Services

Submission of service requests and technical support enquiries;
Access to documentation, portals, and support materials;
Communication with Sinclair support teams.

3.2 The Website is provided for business use only and not for consumer transactions.

4 ORDERS AND ACCEPTANCE

4.1 All orders submitted via the Website constitute an offer to purchase and are subject to acceptance by Sinclair.

4.2 Sinclair reserves the right to:
(a) accept or reject any order at its discretion;
(b) limit quantities;
(c) cancel orders in the event of pricing errors, stock limitations, or other operational constraints.

4.3 An order confirmation does not constitute acceptance of the order.

5 PRICING AND PAYMENT

5.1 Prices displayed on the Website are indicative and subject to applicable distributor agreements.

5.2 Unless otherwise stated, prices:
(a) exclude VAT, duties, and shipping costs;
(b) are subject to change without notice.

5.3 Payment terms, including credit arrangements, shall be governed exclusively by the applicable distributor agreement between the parties.

5.4 Sinclair reserves the right to suspend access to the website or withhold order fulfilment in the event of non-compliance with payment obligations.

6 DELIVERY

6.1 Delivery terms, including Incoterms, shipping methods, and timelines, shall be governed by the applicable distributor agreement.

6.2 Any delivery dates provided are estimates only and shall not be legally binding.

6.3 Risk in the goods shall pass in accordance with the agreed Incoterms.

6.4 Sinclair shall not be liable for delays caused by third-party logistics providers, customs clearance, or events beyond its reasonable control.

7 RETURNS AND WARRANTY

7.1 Returns, warranty claims, and service provisions shall be governed by:
(a) the applicable distributor agreement;
(b) Sinclair’s warranty and service policies;
(c) product-specific terms where applicable.

7.2 No returns shall be accepted without prior authorisation from Sinclair.

8 USE OF PRODUCTS

8.1 Products supplied via the Website are intended for professional use only.

8.2 The Distributor shall ensure that all products are:
(a) used strictly in accordance with the applicable Instructions for Use (IFU);
(b) handled and operated by appropriately trained and qualified personnel;
(c) marketed and distributed in compliance with all applicable laws and regulations.

8.3 The Distributor acknowledges that:
(a) no representation or warranty is given regarding clinical or aesthetic outcomes;
(b) improper use, handling, or deviation from IFU may result in adverse effects.

8.4 The Distributor assumes full responsibility for downstream distribution, training, and use.

9 SERVICE REQUESTS AND SUPPORT

9.1 Submission of service requests via the Website does not guarantee response or resolution within a specific timeframe unless otherwise agreed.

9.2 All service requests are subject to Sinclair’s internal prioritisation, technical assessment, and resource availability.

9.3 Additional information, diagnostics, or on-site intervention may be required.

10 INTELLECTUAL PROPERTY

10.1 All intellectual property rights in the Website and its content are owned by or licensed to Sinclair.

10.2 You may not reproduce, distribute, modify, or otherwise use any content without prior written consent from Sinclair.

11 LIMITATION OF LIABILITY

11.1 Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any liability which cannot be

excluded by law.

11.2 Subject to clause 11.1, Sinclair shall not be liable for:
(a) indirect, incidental, or consequential loss;
(b) loss of profits, business, or revenue;
(c) loss arising from misuse or improper use of products.

11.3 Product-related risks and liabilities are governed by applicable IFU and contractual agreements.

12 REGULATORY COMPLIANCE

12.1 The Distributor is solely responsible for compliance with all applicable regulatory requirements within its territory.

12.2 This includes, without limitation:
(a) product registration and approvals;
(b) marketing and promotional compliance;
(c) adherence to approved indications and labelling.

13 TERMINATION AND SUSPENSION

Sinclair may suspend or terminate access to the Website immediately where:
(a) these Terms are breached;
(b) payment obligations are not met;
(c) security risks or unauthorised activities are identified.

14 FORCE MAJEURE

Sinclair shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, war,

strikes, supply chain disruption, or governmental actions.

15 GOVERNING LAW AND JURISDICTION

15.1 These Terms shall be governed by and construed in accordance with the laws governing the applicable distributor agreement between the

Distributor and the relevant Sinclair entity.

15.2 The courts having jurisdiction under the applicable distributor agreement shall have exclusive jurisdiction.

16 AMENDMENTS

16.1 Sinclair reserves the right to amend these Terms at any time.

16.2 Continued use of the Website constitutes acceptance of any updated Terms.

17 CONTACT DETAILS

Sinclair Pharma Ltd.
Whitfield Court
30–32 Whitfield Street
London W1T 2RQ
United Kingdom

For enquiries, please contact your local Sinclair representative or designated support channel.