Terms of Service

1. Agreement to Terms

By accessing gaitexo.com ("Website") or engaging in business communications with GaitExo ("Company", "we", "us", or "our"), you ("Client", "Distributor", "you") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and GaitExo regarding your use of our B2B trading services for lower limb exoskeleton and gait rehabilitation equipment.

If you do not agree to these Terms, you must immediately cease all use of our services and communications.

2. Scope of Services

2.1 B2B Trading Platform

GaitExo operates as an international trading and brand operator specializing in lower limb exoskeleton rehabilitation solutions. Our services include:

• Product integration and export of rehabilitation exoskeletons manufactured by partner factories (including but not limited to EULON Robotics)
• Distribution partnership structuring for European medical device distributors
• Technical documentation and compliance pathway advisory (HS classification, customs clearance guidance)
• Sample unit programs and pilot project facilitation for hospitals and rehabilitation centers
• Digital marketing lead generation for qualified distributors in target markets (Germany, Nordics, Western Europe)

2.2 Product Portfolio

Our core product offerings include three categories of lower limb rehabilitation equipment:

• Gait Training Exoskeletons: Full lower-limb powered systems for stroke, spinal cord injury, and post-operative rehabilitation
• Hip Assist Devices: Lightweight hip flexion/extension support for ambulation assistance and endurance training
• Ankle Training/AFO Systems: Active ankle dorsiflexion assistance and foot-drop correction devices

2.3 Service Limitations

GaitExo provides B2B trading services and does not:

• Directly sell or market devices to end-users or patients
• Provide medical advice, diagnosis, or treatment recommendations
• Guarantee regulatory approval or medical device certification in your jurisdiction
• Assume responsibility for local clinical training or post-sale patient support (unless explicitly agreed in writing)

3. Eligibility and Account Registration

3.1 Business Entity Requirement

Our services are exclusively available to:

• Registered medical device distributors or importers
• Healthcare institutions (hospitals, rehabilitation centers, nursing facilities)
• Other qualified business entities in the medical/healthcare sector

Individual consumers and non-business entities are not eligible to use our services.

3.2 Registration Information

When registering or initiating business inquiries, you must provide:

• Accurate company registration details (business name, registration number, tax ID)
• Authorized representative contact information
• Business license or medical device trading permit (if applicable in your jurisdiction)
• Intended market and distribution scope

You are responsible for maintaining the accuracy of this information and notifying us promptly of any changes.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account. You must immediately notify us of any unauthorized access or security breach.

4. Product Information and Technical Specifications

4.1 Information Accuracy

We strive to provide accurate product descriptions, technical specifications, and performance data. However:

• Product specifications are subject to change based on manufacturer updates
• Visual representations (photos, renderings) may differ slightly from actual products
• Performance claims are based on controlled testing environments and may vary in clinical use

4.2 Clinical Claims Disclaimer

All clinical efficacy statements, case studies, and outcome data presented on our Website or in marketing materials are for informational purposes only. They do not constitute medical claims or guarantees of therapeutic results. Actual clinical outcomes depend on patient condition, proper device usage, clinical protocols, and other factors beyond our control.

4.3 Regulatory Status Transparency

Products offered through GaitExo may have varying regulatory statuses across jurisdictions:

• Some devices may be registered as medical devices in China (NMPA approval)
• Devices may not yet hold CE marking or FDA clearance unless explicitly stated
• We provide guidance on HS classification pathways (e.g., 8479.89 for rehabilitation training equipment) to facilitate customs clearance, but final regulatory compliance is the responsibility of the importer/distributor

You are solely responsible for ensuring compliance with all applicable medical device regulations, import requirements, and clinical use standards in your target market.

5. Pricing, Quotations, and Payment Terms

5.1 Pricing Structure

All pricing information provided on our Website or in quotations is:

• Quoted in USD or EUR as specified
• Exclusive of taxes, duties, customs fees, shipping insurance, and other import-related costs unless explicitly stated
• Subject to change based on order volume, customization requirements, and currency fluctuations
• Valid for the period specified in the quotation (typically 30-60 days)

5.2 Distributor Margin Framework

GaitExo's business model is designed to provide distributors with a sustainable profit margin of 30-40% while maintaining competitive end-user pricing. Specific margin structures and volume-based pricing tiers will be negotiated in individual Distribution Agreements.

5.3 Payment Terms

Standard payment terms include:

• Sample Orders: 100% prepayment via wire transfer or Letter of Credit (L/C)
• Bulk Orders: 30% deposit upon order confirmation, 70% balance before shipment (or alternative terms as agreed in writing)
• Established Distributors: Net 30-60 payment terms may be available after successful completion of initial orders and credit evaluation

Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.4 Currency and Exchange Rate

Prices are quoted in the agreed currency at the time of quotation. Exchange rate fluctuations exceeding 5% between quotation and payment may result in price adjustments, which will be communicated in advance.

6. Orders, Delivery, and Logistics

6.1 Order Confirmation

An order is considered confirmed only when:

• You submit a written Purchase Order (PO) or sign a Sales Contract
• We issue a written Order Confirmation or Proforma Invoice
• Required deposit payment is received and confirmed

We reserve the right to reject or cancel orders at our discretion, particularly if:

• Product availability changes
• Pricing errors are identified
• Compliance concerns arise regarding the destination market
• Payment verification fails

6.2 Lead Times and Delivery

• Standard Lead Time: 4-8 weeks from order confirmation (depending on product type and customization requirements)
• Shipping Methods: Sea freight (standard), air freight (expedited, additional cost), or as specified in the Sales Contract
• Delivery Terms: FOB (Free on Board) China port or CIF (Cost, Insurance, and Freight) to destination port, as agreed

Delivery timelines are estimates and may be affected by manufacturing delays, customs clearance, force majeure events, or other factors beyond our control. We will notify you promptly of any significant delays.

6.3 Risk of Loss and Title Transfer

• FOB Terms: Risk of loss and title transfer to you upon loading at the Chinese port
• CIF Terms: Risk of loss transfers upon loading, but we arrange insurance coverage to the destination port

You are responsible for customs clearance, import duties, taxes, and final delivery to your facility unless otherwise agreed in writing.

6.4 Inspection and Acceptance

You must inspect all shipments upon receipt and report any damage, defects, or discrepancies within:

• 7 days for visible damage or shipping errors
• 30 days for hidden defects or functional issues

Failure to report issues within these timeframes constitutes acceptance of the goods in their delivered condition.

7. Warranties and Disclaimers

7.1 Limited Product Warranty

GaitExo provides a limited warranty on products supplied through our platform:

• Warranty Period: 12 months from delivery date (or as specified in the Sales Contract)
• Coverage: Manufacturing defects in materials and workmanship under normal use conditions
• Remedy: Repair, replacement of defective parts, or refund (at our discretion)

7.2 Warranty Exclusions

The warranty does not cover:

• Damage caused by misuse, abuse, improper installation, or unauthorized modifications
• Normal wear and tear, consumable parts, or cosmetic damage
• Damage from accidents, natural disasters, or force majeure events
• Products serviced or repaired by unauthorized third parties
• Defects arising from failure to follow user manuals or maintenance guidelines

7.3 Warranty Claim Process

To make a warranty claim:

1. Contact us within the warranty period with detailed description, photos/videos, and proof of purchase
2. Obtain a Return Authorization (RA) number before shipping any products back
3. Ship defective items to our designated service center (shipping costs may apply depending on claim validity)

We will assess the claim and respond within 15 business days with repair/replacement instructions or refund authorization.

7.4 DISCLAIMER OF IMPLIED WARRANTIES

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, GAITEXO PROVIDES ALL PRODUCTS AND SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT PRODUCTS WILL MEET YOUR SPECIFIC CLINICAL REQUIREMENTS, ACHIEVE PARTICULAR PATIENT OUTCOMES, OR OPERATE ERROR-FREE IN ALL CONDITIONS.

8. Limitation of Liability

8.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GAITEXO'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO GAITEXO IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL GAITEXO, ITS AFFILIATES, MANUFACTURERS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or goodwill
• Business interruption
• Personal injury or property damage arising from product use
• Third-party claims (including patient injury claims)

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Regulatory and Compliance Liability

You acknowledge that GaitExo is not responsible for:

• Obtaining medical device approvals or certifications in your jurisdiction
• Ensuring products meet local clinical standards or reimbursement criteria
• Compliance with your local advertising, labeling, or marketing regulations
• Any penalties, fines, or legal actions resulting from your non-compliance with local laws

9. Intellectual Property Rights

9.1 GaitExo Trademarks and Content

All content on gaitexo.com, including but not limited to text, graphics, logos, images, videos, and software, is the property of GaitExo or its licensors and is protected by international copyright, trademark, and intellectual property laws.

You may not:

• Reproduce, distribute, modify, or create derivative works from our content without written permission
• Use our trademarks, logos, or brand names without a signed Trademark License Agreement
• Reverse engineer, decompile, or extract source code from any software provided

9.2 Third-Party Intellectual Property

Products supplied through GaitExo may be manufactured by third-party partners (e.g., EULON Robotics). Patents, designs, and proprietary technologies remain the property of the respective manufacturers. Your purchase of products does not grant you any intellectual property rights beyond the right to use the products in accordance with these Terms and applicable laws.

9.3 Marketing Materials License

Upon entering into a Distribution Agreement, we may grant you a limited, non-exclusive license to use approved marketing materials (product photos, brochures, technical specs) for the sole purpose of promoting and selling products in your authorized territory. This license:

• Is revocable upon termination of the Distribution Agreement
• Requires prior written approval for any modifications or translations
• Prohibits use in ways that misrepresent product capabilities or regulatory status

10. Confidentiality and Data Protection

10.1 Confidential Information

During our business relationship, you may receive access to confidential information including pricing structures, technical specifications, supplier identities, customer lists, and business strategies. You agree to:

• Keep all confidential information strictly confidential
• Use it only for the purpose of evaluating or fulfilling orders
• Not disclose it to third parties without our prior written consent
• Return or destroy all confidential materials upon termination of the relationship

10.2 Personal Data and GDPR Compliance

We collect and process personal data (contact details, business information) in accordance with our Privacy Policy and applicable data protection laws, including the EU General Data Protection Regulation (GDPR) where applicable.

Key principles:

• Data is collected only for legitimate business purposes (order processing, customer service, marketing communications)
• You have the right to access, correct, or delete your personal data
• We implement reasonable security measures to protect data from unauthorized access
• Data may be transferred to China for order processing; by using our services, you consent to such transfers

For detailed information, please review our Privacy Policy at [insert link].

11. Compliance and Export Controls

11.1 Export Compliance

Products supplied by GaitExo may be subject to export control laws and regulations of China, the European Union, the United States, and other jurisdictions. You agree to:

• Comply with all applicable export/import laws and obtain necessary licenses
• Not re-export products to embargoed countries or restricted end-users
• Provide end-user certifications or other compliance documentation upon request

11.2 Anti-Corruption and Ethical Business

You represent and warrant that you will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and UK Bribery Act. You will not offer, pay, or authorize any bribes, kickbacks, or improper payments to government officials or healthcare professionals in connection with our business relationship.

11.3 Sanctions Compliance

You confirm that you are not located in, operating from, or acting on behalf of any person or entity in a country or region subject to comprehensive economic sanctions (e.g., North Korea, Iran, Syria, Crimea). You are not listed on any government sanctions or denied-party lists.

12. Termination and Suspension

12.1 Termination by Either Party

Either party may terminate the business relationship (excluding ongoing orders) by providing 30 days' written notice to the other party. Termination does not affect:

• Obligations related to confirmed orders in progress
• Payment obligations for delivered goods
• Warranty claims for products delivered before termination
• Confidentiality obligations (which survive termination indefinitely)

12.2 Immediate Termination for Cause

We may immediately terminate or suspend your access to our services without notice if:

• You breach any material term of these Terms
• You fail to make payment when due
• You engage in fraudulent, illegal, or unethical conduct
• Your business license or medical device trading permit is revoked
• You become subject to bankruptcy, insolvency, or similar proceedings

12.3 Effect of Termination

Upon termination:

• You must immediately cease using our trademarks, marketing materials, and confidential information
• All outstanding invoices become immediately due and payable
• You must return or destroy all proprietary materials in your possession
• Sections 7 (Warranties), 8 (Limitation of Liability), 9 (Intellectual Property), 10 (Confidentiality), and 14 (Dispute Resolution) survive termination

13. Indemnification

You agree to indemnify, defend, and hold harmless GaitExo, its affiliates, manufacturers, suppliers, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms or any applicable laws
• Your use, distribution, or marketing of products in violation of local regulations
• Product liability claims arising from your modification, misuse, or improper handling of products
• Third-party claims (including patient injury claims) resulting from your clinical use or sale of products
• Your infringement of third-party intellectual property rights
• Your violation of export control, anti-corruption, or sanctions laws

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate fully with our defense.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the People's Republic of China, excluding its conflict of law provisions. If you are located in the European Union, certain mandatory consumer protection laws of your jurisdiction may also apply.

14.2 Dispute Resolution Process

In the event of any dispute arising out of or relating to these Terms:

1. Negotiation: The parties agree to first attempt to resolve the dispute through good-faith negotiations for a period of 30 days
2. Mediation: If negotiation fails, the parties may agree to submit the dispute to mediation under the rules of a mutually acceptable mediation institution
3. Arbitration: If mediation is unsuccessful or not pursued, any unresolved dispute shall be finally settled by arbitration administered by the China International Economic and Trade Arbitration Commission (CIETAC) in accordance with its rules. The arbitration shall be conducted in English in Shenzhen, China. The arbitration award shall be final and binding on both parties.

14.3 Exception for Urgent Relief

Notwithstanding the above, either party may seek interim or injunctive relief in a court of competent jurisdiction to protect intellectual property rights, confidential information, or to prevent irreparable harm pending arbitration.

14.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any signed Sales Contracts, Distribution Agreements, and our Privacy Policy, constitute the entire agreement between you and GaitExo regarding the subject matter herein and supersede all prior or contemporaneous communications, proposals, and agreements (whether oral or written).

15.2 Amendments

We reserve the right to modify these Terms at any time by posting updated Terms on our Website with a new "Last Updated" date. Material changes will be communicated via email to registered users. Your continued use of our services after such changes constitutes acceptance of the revised Terms.

For existing orders or Distribution Agreements, the Terms in effect at the time of order confirmation shall govern unless both parties agree in writing to updated terms.

15.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms or any rights hereunder to an affiliate or in connection with a merger, acquisition, or sale of assets.

15.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

15.5 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of GaitExo.

15.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, pandemics, government actions, natural disasters, or disruptions in transportation or communication networks. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

15.7 Independent Contractors

The relationship between you and GaitExo is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on its behalf.

15.8 Language

These Terms are executed in English. Any translation is provided for convenience only. In the event of conflict between the English version and any translation, the English version shall prevail.

16. Contact Information

For questions, concerns, or notices regarding these Terms of Service, please contact us:

17. Acknowledgment and Acceptance

BY ACCESSING OUR WEBSITE, SUBMITTING AN INQUIRY, OR PLACING AN ORDER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, and "you" shall refer to such entity.

If you do not agree to these Terms, you must not use our services or engage in any business transactions with GaitExo.