Supplier Master Services Agreement

Supplier acts as an independent vendor of goods and fulfillment services to PricedLowest. PricedLowest contracts with end customers in its own name as merchant of record. Nothing in this Agreement creates a partnership, agency, or joint venture. Supplier acquires no rights in the customer relationship.

All shipments are made in unbranded packaging with no Supplier logos, invoices, pricing, or marketing inserts. Supplier shall not contact the end customer for any purpose and shall not use customer data for any purpose except fulfillment. Each branding breach incurs a service credit of two times (2×) the affected order value.

Each Quote identified by a Quote ID is firm and binding for its stated validity window (minimum 60 seconds). Confirmed prices exceeding the Quote by more than two percent (2%), absent a manifest API error, constitute a Quote Breach.

"Defect" means any condition in the enumerated classes: damaged_in_transit, manufacturing_defect, wrong_item, not_as_described, print_quality, counterfeit_suspect. Classification follows the taxonomy and evidence standard in Annex B, and determinations under Annex B are binding on both parties absent manifest error.

Claims shall be submitted exclusively via the Claims API (Annex A). A valid Claim contains the Purchase Order reference, the Defect class per §4, conforming evidence per Annex B, and a claimed amount not exceeding PO value plus documented freight. Claims by other means have no legal effect. Supplier shall maintain a conforming endpoint at 99.5% monthly availability; endpoint downtime does not toll the Response Window in §6.

Supplier shall respond (ACCEPT, CONTEST with documented grounds, or REPLACE) within fifteen (15) calendar days of each Claim. A Claim receiving no response within the Response Window is deemed accepted in full, and Supplier irrevocably authorizes the remedies in §7. Contestations lacking documented grounds are void and treated as non-responses.

Upon Claim acceptance (express or deemed), Supplier shall issue a credit memo within ten (10) days equal to one hundred percent (100%) of the claimed amount. PricedLowest may set off any accepted or deemed-accepted Claim against amounts otherwise payable to Supplier upon thirty (30) days' notice. Supplier waives any right to withhold fulfillment of open Purchase Orders on account of disputed or set-off Claims.

Supplier indemnifies PricedLowest against third-party claims arising from (a) product defects, safety failures, or regulatory non-compliance of supplied goods; (b) Supplier's breach of §2 or §10; (c) infringement by Supplier-provided designs, blanks, or materials. PricedLowest indemnifies Supplier solely against claims that customer-supplied artwork or specifications infringe third-party intellectual property.

Supplier maintains commercial general liability and product liability coverage of at least $1,000,000 per occurrence and $2,000,000 aggregate, with PricedLowest named as additional insured. Certificates are due annually and on demand; lapse suspends routing eligibility.

Supplier acts as a data processor, receiving only minimized ship-to data. Standard Contractual Clauses are incorporated by reference for cross-border transfers. Subprocessors require prior written consent. Breach notice within 24 hours; deletion within 30 days post-fulfillment except legal holds.

PO accept/reject within 15 minutes; ship with tracking webhook within 72 hours (service credit 5% of PO value per day late, capped at 100%); Claim response within 15 days (§6); endpoint availability 99.5% monthly. Credits are genuine pre-estimates of loss.

PricedLowest may audit defect-rate records annually. Under-reporting exceeding five percent (5%) entitles PricedLowest to audit costs and immediate termination.

Immediate termination for safety defects, counterfeits, or branding breach; thirty (30) days' cure otherwise. Terminated suppliers are removed from routing eligibility globally.

Delaware law and AAA arbitration for US Suppliers; England & Wales law and LCIA arbitration for EU Suppliers. Regional riders are incorporated per Supplier domicile.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.