T&C for Supply Partners

Sections

1. Applicability

When SOCIAL GLASS, INC. issues a purchase order, it is an offer for the purchase of the goods, materials, and/or equipment (the "Goods") or services, maintenance, and/or repairs (the "Services") specified on the face of the purchase order from the party to whom the purchase order is addressed (the "Vendor"), in accordance with and subject to these terms and conditions (the "Terms"), together with the terms and conditions on the face of the purchase order (the "Order"). "Goods" shall, where applicable, also include "Services."

This Order, plus any documents incorporated by reference, along with any related confidentiality agreement, is the sole and entire agreement of the parties and supersedes all prior or contemporaneous agreements or communications related to the Order. The Order expressly limits Vendor's acceptance to its terms; these Terms prevail over any terms contained in any other documentation and exclude any of Vendor's general terms or conditions. If a master agreement exists between Vendor and SOCIAL GLASS, INC. covering procurement described in the Order, that master agreement prevails over any inconsistent terms. These Terms apply to any repaired or replacement Goods provided hereunder. SOCIAL GLASS, INC. is not obligated to any minimum purchase or future purchase obligations under an Order, unless agreed in writing.

2. Acceptance

An Order is not binding on SOCIAL GLASS, INC. until Vendor accepts it in writing or begins performance under the Order. SOCIAL GLASS, INC. may withdraw the Order at any time before acceptance by Vendor, without liability.

3. Delivery Date

Vendor must deliver Goods in the quantities and on the dates specified in an Order (the "Delivery Date"). Timely delivery is of the essence. If Vendor fails to deliver in full on the Delivery Date, SOCIAL GLASS, INC. may terminate the Order immediately and seek indemnification for any losses directly attributable to Vendor's delay. Vendor shall promptly notify SOCIAL GLASS, INC. of any expected delay. Acceptance of Vendor's notice does not waive any obligations. SOCIAL GLASS, INC. may return Goods delivered early at Vendor's expense and request redelivery on the Delivery Date.

4. Quantity

If Vendor delivers more or less than the quantity ordered, SOCIAL GLASS, INC. may reject all or any excess Goods. Rejected Goods are returned at Vendor's risk and expense. Alternatively, SOCIAL GLASS, INC. may accept and pay a pro rata price for the Goods actually received.

5. Delivery Location

All Goods shall be delivered to the address specified in the Order (the "Delivery Location") during normal business hours or as otherwise instructed by SOCIAL GLASS, INC.

6. Shipping Terms

Vendor shall notify SOCIAL GLASS, INC. in writing when Goods are delivered to a carrier for transportation and provide shipping documents (commercial invoice, packing list, air waybill/bill of lading, proof of delivery, etc.) within one (1) business day. The Order number must appear on all shipping documents, labels, bills of lading, air waybills, invoices, proofs of delivery, correspondence, and other relevant documents.

7. Title and Risk of Loss

Title passes to SOCIAL GLASS, INC. upon delivery to the Delivery Location. Vendor bears all risk of loss or damage until delivery at the Delivery Location.

8. Packaging

All Goods must be packed to prevent damage during transport and to arrive undamaged. Vendors must notify SOCIAL GLASS, INC. in writing if they require return of packaging material. Any such return is at Vendor's expense.

9. Amendment and Modification

No change to an Order is binding unless it is in writing, states it amends the Order, and is signed by an authorized representative of SOCIAL GLASS, INC.

10. Inspection and Rejection

SOCIAL GLASS, INC. may inspect the Goods after delivery and reject any portion it deems nonconforming or defective. Upon rejection, SOCIAL GLASS, INC. may (i) rescind the Order in its entirety and receive a refund; (ii) accept the Goods at a reduced price; (iii) require prompt replacement or correction of the Goods at Vendor's expense; or (iv) procure replacement goods elsewhere and charge Vendor for the cost. If Vendor fails to deliver replacement/corrected Goods promptly, SOCIAL GLASS, INC. may replace them via a third party and charge Vendor, and may terminate the Order. Payment or inspection does not limit SOCIAL GLASS, INC.'s right to other remedies.

11. Price

The price of the Goods or Services is stated in the Order (the "Price"). Unless otherwise specified, the Price includes all packaging, transportation costs, insurance, customs duties, and taxes. No increase in Price is effective without ninety (90) days' prior written notice and written consent from SOCIAL GLASS, INC.

Vendors must always offer their best available price on our platform, ensuring that the Price is equal to or lower than what they offer through any other sales channel, including direct sales, other marketplaces, and contracts. If a vendor is found to be offering a lower price for the same Goods or Services elsewhere, they will be suspended until corrective action is taken. Repeated non-compliance will result in permanent barring from the platform. This policy ensures fairness, competitiveness, and the best value for buyers.

12. Payment Terms

Vendor shall invoice SOCIAL GLASS, INC. on or after completion of delivery. SOCIAL GLASS, INC. will pay undisputed invoices as agreed in the Order.

Automatic Payments (ACH): Vendors who have inserted their bank account information into our system will receive automatic ACH payments once all items of an Order have been shipped and marked as fulfilled. Payment will be made in U.S. dollars.

Default NET 30 Terms: If Vendor has not provided valid bank account information for ACH, or if payment must be processed manually (e.g., for corrections or substitutions), payments will be made on a NET 30 basis from the date of invoice or adjustment.

Vendor Price Responsibility: Payments are calculated against the Vendor Price set on the products. Vendors are solely responsible for maintaining up-to-date and accurate pricing in their catalogs. If at the time of purchase the Vendor Price is outdated or incorrect, the Vendor remains fully responsible for honoring the transaction.

Shipping Costs: Unless otherwise agreed in writing, shipping costs are not passed to the Vendor. Where applicable, SOCIAL GLASS, INC. may establish either:

• an automatic calculation of shipping fees to the Buyer; or
• a standard shipping fee charged to the Buyer.

Any such collected shipping amounts will then be passed on to the Vendor.

Disputed Amounts: Any disputed amounts will be addressed in good faith. Vendor must continue performance of its obligations despite the existence of a dispute.

13. Warranties

Vendor warrants for the longer of (1) one (1) year after acceptance of the Goods or Services by SOCIAL GLASS, INC. or its end user; (2) the period normally warranted by Vendor; or (3) any period agreed in writing, that:

1. Goods are free from defects in workmanship, material, and design;
2. Goods conform to applicable specifications, drawings, designs, and standards;
3. Goods are fit for their intended purpose and merchantable;
4. Goods are free from liens and encumbrances;
5. Goods do not infringe any third-party intellectual property rights.

These warranties survive inspection, acceptance, or payment by SOCIAL GLASS, INC. Any noncompliance must be remedied by Vendor at its expense, including related transportation costs.

14. General Indemnification

Vendor will defend, indemnify, and hold harmless SOCIAL GLASS, INC. and its affiliates, directors, officers, employees, agents, customers, and end users from and against any and all claims, demands, suits, obligations, liabilities, damages, losses, and judgments (including attorneys' fees) arising from:

1. Defects in or use of Goods provided;
2. Vendor's violation of any laws or regulations;
3. Vendor's negligent or wrongful acts or omissions;
4. Any infringement or misappropriation of intellectual property rights;
5. Any product recall.

Vendor shall not enter into any settlement without the prior written consent of SOCIAL GLASS, INC.

15. Insurance

Vendor shall maintain adequate insurance (including coverage for bodily injury, property damage, and employer liabilities) during the term of the Order and any applicable warranty period. SOCIAL GLASS, INC. may request proof of insurance and require that SOCIAL GLASS, INC. be named as an additional insured. Vendor must provide written notice of policy cancellation or changes thirty (30) days in advance.

16. Compliance with Law

Vendor shall comply with all applicable laws, regulations, and ordinances. Vendor must maintain all licenses, permissions, authorizations, and permits required to fulfill its obligations. Vendor will not discriminate in employment practices and warrants that it does not use forced or child labor or conflict minerals, and that it complies with all U.S. federal, state, and local laws.

17. Termination

SOCIAL GLASS, INC. may terminate an Order, in whole or in part, at any time with or without cause for undelivered Goods by written notice to Vendor. SOCIAL GLASS, INC. may also terminate immediately if Vendor fails to comply with these Terms or becomes insolvent or bankrupt. If terminated, Vendor is entitled only to payment for Goods accepted by SOCIAL GLASS, INC. prior to termination.

18. Vendor's Changes

If Vendor intends to change its Goods, raw materials, designs, tooling, manufacturing location, or ownership, SOCIAL GLASS, INC. may terminate the Order without liability. Vendor must reimburse SOCIAL GLASS, INC. for costs and damages if notice of such changes is not provided or if the change impacts SOCIAL GLASS, INC.

19. Limitation of Liability

Nothing in these Terms excludes or limits Vendor's liability for fraud, personal injury, or death caused by negligence or willful misconduct, or any liability which cannot be excluded by law. SOCIAL GLASS, INC.'s maximum liability to Vendor shall not exceed the amount paid or payable under the Order. Under no circumstances shall SOCIAL GLASS, INC. be liable for incidental, indirect, special, consequential, or punitive damages or loss of profits, even if advised of such possibility.

20. Waiver

No waiver of any term is valid unless in writing and signed by the waiving party. A delay or failure to exercise any right does not imply a waiver of that or any other right.

21. Confidential Information

All non-public, confidential, or proprietary information disclosed by SOCIAL GLASS, INC. is confidential and must be used only for performing the Order. Vendor must not disclose or copy such information without written consent. Vendor shall return all confidential materials upon request. SOCIAL GLASS, INC. may seek injunctive relief for any violation of this section.

22. Use of Vendor's Information

By registering as a Vendor, you authorize SOCIAL GLASS, INC. to use your product and service information (including images) on our website, social media, and other marketing channels to promote your offerings.

23. Order Confirmation & Fulfillment

1. Order Confirmation Timeline: Supply Partners agree to confirm or acknowledge all orders within twenty-four business (24) hours of receipt. Failure to confirm an order within this timeframe may result in reassignment of the order to another supplier or cancellation to ensure timely fulfillment for the buyer.
2. Order Cancellation Due to Non-Confirmation: If an order remains unconfirmed after one (1) business day, Social Glass has the right to cancel the order without repercussions.
3. Delayed Items: If an item is expected to be delayed beyond the specified lead time, the supplier must notify Social Glass within two (2) business days of confirming the order. This allows Social Glass to communicate potential delays to the buyer. If an item is delayed beyond the expected timeframe, both Social Glass and the buyer reserve the right to cancel the order.
4. Delivery Address: All goods must be delivered to the specified delivery address indicated in the purchase order (PO).
5. Tracking Number & Dashboard Update: Suppliers must provide a tracking number for each shipment and update it in the G-Commerce dashboard. The shipping address must be accurate and complete.
6. Shipping Label Requirements: The shipping label must be placed in a clearly visible location on the package to ensure prompt processing and delivery.

24. Additional Vendor Responsibilities

1. Documentation: Vendors must ensure that all required documentation, including invoices and compliance certifications, is submitted promptly.
2. Ethical Practices: Vendors must adhere to ethical business practices and avoid any conflicts of interest that could impact government procurement processes.
3. Regulatory Compliance: Vendors are responsible for ensuring compliance with all applicable federal procurement laws and regulations.
4. Responsive Communication: Vendors must respond promptly to any inquiries or requests for additional information from Social Glass or government buyers.
5. Returns & Defectives: Vendors are responsible for handling and resolving returns or defective products in a timely manner to maintain customer satisfaction.
6. Refunds & Returns: Any refunds or returns will be communicated to the Vendor in advance. Following such communication, SOCIAL GLASS, INC. will conduct a withdrawal from the Vendor's account to process the refund after one (1) business day from notification.

25. Compliance & Vendor Obligations

1. Section 889 Compliance: Vendors must comply with Section 889 of the U.S. 2019 National Defense Authorization Act and must not utilize any equipment, system, or service that includes covered telecommunications equipment or services.
2. Counterfeit Items: Vendors must not sell counterfeit items via the marketplace.
3. TAA/MIA Compliance: Vendors must ensure that any products labeled TAA/MIA compliant are accurately represented.
4. Accurate Product Listings: Vendors are required to maintain accurate pricing for their products, including the country of origin.
5. "Made in America" Requirements: Products marked as "Made in America" must meet Trade Agreements Act (TAA) or Buy American Act (BAA) requirements. Any inaccuracies or false claims regarding product origin may result in suspension or penalties.
6. Best Available Price: Vendors must ensure that the best available price for government buyers is always displayed on the marketplace.

26. Performance & Quality Assurance

1. Performance Warranty: Vendors must comply with the Performance Warranty, ensuring:
   • Accuracy in product descriptions and specifications;
   • High-quality products and services;
   • On-time delivery and fulfillment.
2. Issue Resolution: In case of performance discrepancies, such as incorrect descriptions, quality issues, or delayed shipments, vendors must resolve the issue promptly.
3. Remedies: If a vendor fails to address a performance issue, Social Glass may revert the transaction to a different vendor, collect payment from escrow to cover losses, or temporarily suspend the vendor account.
4. Vendors must meet and maintain the following minimum fulfillment performance thresholds across all orders:
   • On-Time Shipment Rate: Vendors must ship at least ninety-seven percent (97%) of confirmed orders on or before the committed ship date.
   • Order Cancellation Rate: Vendor-initiated cancellations after order confirmation must remain below two percent (2%) of total orders.
   Performance metrics will be calculated on a rolling basis and monitored continuously. Failure to meet these thresholds may result in corrective actions, including but not limited to performance warnings, temporary listing restrictions, suspension, or termination of Vendor access to the platform.
5. Vendor-initiated cancellations after order confirmation are strongly discouraged and will be treated as a material performance issue. Repeated cancellations due to inventory inaccuracy, pricing errors, or operational failures may result in immediate enforcement actions, including suspension or termination of Vendor access to the platform.

27. Shipping & Delivery

1. On-Time & Complete Delivery: Vendors must deliver orders in full and on time, following the delivery dates specified in the PO.
2. Missed Deadlines: If a vendor fails to meet the delivery deadline, Social Glass may cancel the order, seek damages, replace the order with another supplier, or charge the vendor for any incurred costs.
3. Shipping Documents: Vendors must provide complete and accurate shipping documents, including the G-Commerce packing slip (provided by Social Glass), invoice, packing list, bill of lading, etc., within one (1) business day of shipment.

28. Liability & Indemnification

1. Responsibility for Goods: Vendors assume full responsibility for defective or non-compliant goods.
2. Indemnification: Vendors must indemnify Social Glass against losses, damages, or liabilities arising from:
   • Defective or misrepresented products;
   • Delayed or failed shipments;
   • Legal or compliance violations.
3. Insurance Coverage: Vendors must maintain adequate insurance coverage to cover liabilities, including product recalls or damages.

(Note: This section supplements and does not replace Section 14, General Indemnification, above.)

29. Termination & Compliance Audits

1. Grounds for Termination: Social Glass may terminate vendor agreements for non-compliance, fraud, or other violations.
2. Audits: Social Glass reserves the right to conduct audits and compliance checks to ensure adherence to marketplace regulations.

Last Updated: January 13, 2026