Payment, Refund & Cancellation Policy

1. SupplementQuotes’ Role in Payment Collection

1.1 Marketplace payment coordination. SupplementQuotes LLC (“SQ”) operates a business-to-business marketplace through which customers request manufacturing quotations from participating manufacturers. SQ may receive customer payments using approved payment methods, record deposits and balances, administer order-related payment processing, and disburse amounts to manufacturers in accordance with applicable accepted orders and agreements.

1.2 Manufacturing obligations. Unless expressly agreed otherwise in a separate written agreement, the customer and manufacturer remain responsible for their respective obligations concerning manufacturing, specifications, production, quality, testing, labeling, delivery, and related performance. SQ’s payment coordination does not itself mean that SQ manufactures, tests, or warrants any product.

1.3 Platform compensation. SQ’s platform fee and any permitted charges will be determined under the accepted quotation, purchase order, and applicable agreements. The platform fee is a 10% markup on the manufacturer’s product price, with labels and freight treated separately.

1.4 Legal and provider review. This description of SQ as a marketplace payment coordinator does not determine its legal classification or establish an exemption from any money-transmission, payment-services, agency, merchant-of-record, consumer-protection, or other applicable requirement.

2. Accepted Payment Methods and Payment Confirmation

2.1 Standard payment method. SQ normally accepts customer payments through Stripe ACH bank payments, subject to availability, the applicable payment provider’s terms, and SQ’s published payment instructions.

2.2 Approved wire exception. SQ may authorize a direct bank wire for a specific order at its discretion. A customer may use a wire only after SQ provides or confirms approved payment instructions through a verified channel.

2.3 Confirmation and settlement. A payment initiation, ACH authorization, screenshot, or payment receipt alone does not establish irrevocable receipt of funds. SQ may require provider confirmation, bank reconciliation, and applicable settlement or risk review before marking payment confirmed or releasing a production or payout milestone. ACH payments may remain subject to return or reversal after initial settlement.

2.4 Holds and discrepancies. SQ may pause order advancement, payment release, or other relevant processing while it investigates pending settlement, mismatched amounts or account details, suspected fraud, returned ACH payments, or other reasonable payment risks, subject to the accepted order terms and applicable law. SQ will document material holds and communicate with affected parties as appropriate.

2.5 No unsupported payment promises. No provision guarantees instant or final ACH settlement.

3. Customer Deposit and Payment Deadline

3.1 Standard deposit. Unless the accepted order expressly provides otherwise, the customer shall pay a deposit equal to 50% of the applicable product and label charges stated in the accepted quotation or purchase order. Other charges, including freight and applicable taxes, shall be treated as specified in the accepted order and applicable agreements.

3.2 Due date. The deposit is due within ten (10) business days after SQ issues the applicable deposit payment request for the accepted order, rather than upon quote or purchase order acceptance alone. SQ shall retain the request issuance date in the order record and communicate the request through the designated payment workflow or authorized written payment instructions. “Business day” means a day other than Saturday, Sunday, or a U.S. federal banking holiday, unless the governing agreement lawfully specifies otherwise. Missed deposits are subject to the written notice, five-business-day cure period, hold, and nonautomatic cancellation procedures in Section 15.

3.3 Written exceptions. SQ may approve a different deposit amount or payment deadline for a particular order in writing, provided that the revised terms are communicated to and accepted by the affected parties as required under the governing order documents.

3.4 Production conditions. The manufacturer is not required to begin manufacturing or commit to production milestones until the required deposit has been confirmed under Section 2 and all other applicable order conditions have been satisfied. This provision does not by itself determine when raw materials may be purchased or which party bears any pre-production costs; those matters remain governed by the accepted order and related agreements.

3.5 Late or missing deposit. If the deposit is not received by the deadline, SQ may place the order on hold and may initiate cancellation under the cancellation provisions in Section 15 of this Policy and the governing agreements. An unpaid deposit does not automatically cancel an order unless the accepted order expressly provides for automatic cancellation.

4. Final Customer Balance and Shipment Release

4.1 Final payment request. When manufacturing is complete and the order is ready for shipment, SQ will issue the customer a request for the remaining balance under the accepted purchase order. Unless otherwise agreed in writing, the standard balance is 50% of the applicable order charges, adjusted for the actual accepted production quantity, any agreed yield variance, and other authorized charges or credits.

4.2 Payment before shipment. The customer must pay the full amount then due, and SQ must confirm payment under Section 2, before SQ authorizes release or shipment of finished goods. Neither a payment initiation nor an unverified receipt alone requires shipment authorization.

4.3 Late or missing final payment. If the customer does not pay when requested, SQ may place the shipment on hold, coordinate with the manufacturer regarding reasonable storage and handling, and provide notice of the outstanding balance and applicable consequences. Storage charges, deadlines, abandonment remedies, or other penalties apply only if expressly authorized by the accepted order and governing agreements, subject to applicable law.

4.4 Written exceptions. Any alternative final-payment milestone or shipment-release arrangement must be expressly approved by SQ in writing and accepted by the affected parties where required. This section does not authorize SQ to change an accepted order unilaterally.

5. Manufacturer Payment Timing and Authorized Risk Holds

5.1 Manufacturer deposit remittance. SQ will ordinarily initiate payment of the manufacturer’s agreed deposit within three (3) business days after the corresponding customer deposit has been confirmed under Section 2 and all applicable release conditions in the accepted order and governing agreements have been satisfied. The manufacturer deposit amount is determined by the accepted order; it is not automatically identical to the customer deposit.

5.2 Manufacturer final remittance. SQ will ordinarily initiate the manufacturer’s agreed final payment within three (3) business days after the customer’s final balance has been confirmed under Section 2 and all applicable final-payment release conditions have been satisfied. No shipment release is authorized solely because SQ has initiated a manufacturer payment.

5.3 Documented risk holds. SQ may temporarily delay a manufacturer remittance where reasonably necessary to address an ACH return or reversal, suspected fraud, a bona fide payment dispute, a legal or payment-provider restriction, unresolved reconciliation discrepancy, or another documented risk recognized by the applicable agreements. SQ will record the reason, reassess the hold as circumstances change, and communicate appropriately with affected parties, subject to confidentiality, investigation integrity, and legal restrictions. A hold is not an unrestricted right to retain funds indefinitely.

5.4 Initiation versus receipt. The three-business-day target concerns SQ initiating an authorized payment, not guaranteeing that the manufacturer receives cleared funds within that period. Actual availability depends on banks, payment rails, compliance checks, and the receiving institution.

5.5 Controlling terms and implementation. Manufacturer remittances remain subject to the accepted purchase order, applicable customer and manufacturer agreements, provider requirements, and applicable law.

6. ACH Returns, Reversals, and Recovery

6.1 Investigation and customer-first recovery. If an ACH payment is returned, reversed, disputed, or otherwise becomes unavailable after initial confirmation, SQ will investigate the circumstances and ordinarily seek repayment or correction from the customer first. SQ may request evidence, reconcile bank and payment-provider records, and notify affected parties as appropriate.

6.2 Manufacturer shared ACH-return risk. Where a Customer ACH payment funding an accepted order is returned, reversed, or finally uncollectible after a Manufacturer remittance, SQ may seek limited reimbursement from Manufacturer under the accepted Manufacturer Platform Agreement, even absent Manufacturer fault. SQ will investigate and ordinarily pursue Customer recovery first. Manufacturer reimbursement is limited to the corresponding previously remitted Manufacturer compensation and SQ’s actual unrecovered reversal loss, excluding SQ’s platform fee, and does not apply to losses caused by SQ’s own unauthorized payment, misdirection, fraud, or negligent disbursement. SQ must give documented notice, an opportunity to dispute, and reconciliation credits for later recovery. No double recovery or unsupported offset is permitted.

6.3 Allocation of responsibility. The limited shared-risk obligation in Section 6.2 is a specifically agreed allocation of Customer ACH nonpayment risk and does not establish Manufacturer fault. Other losses are allocated according to the accepted agreements, causation, applicable law, and provider rules, including responsibility for Customer nonpayment, Manufacturer breach or fraud, SQ error, or provider requirements. SQ remains responsible for its own nonwaivable duties. Nothing waives available lawful remedies.

6.4 Temporary holds and order protection. During a documented investigation, SQ may temporarily hold further disbursements, order advancement, or shipment authorization to the extent reasonably necessary and permitted by the governing agreements and law. SQ will record the reason for the hold, reassess it promptly, and communicate appropriately with affected parties.

6.5 Recovery and reconciliation. SQ may pursue lawful recovery from Customer and, within the limits of the accepted Manufacturer Agreement, seek documented Manufacturer reimbursement for shared ACH-return risk. SQ shall reconcile reversals, manufacturer reimbursements, later Customer recoveries, refunds, and outstanding balances by order and promptly credit any over-recovery. Any deduction from a Manufacturer payment must have an express contractual or other valid legal basis and comply with applicable payment-provider requirements.

7. Customer Cancellation Before Manufacturing Begins

7.1 Cancellation request. Before manufacturing begins, a customer may request cancellation of an accepted order through SQ. The request does not itself guarantee cancellation or an immediate full refund; SQ will coordinate a documented cancellation review with the manufacturer under the accepted purchase order and governing agreements.

7.2 Committed costs. SQ will determine whether the manufacturer or another authorized party has incurred legitimate, documented, nonrecoverable expenses specifically attributable to the order, including purchased raw materials, labels, packaging, and authorized preparation costs. Recoverable, reusable, refundable, or avoidable amounts must not be treated as nonrecoverable without justification.

7.3 Refund calculation. Subject to applicable law and the accepted agreements, any refundable portion of the customer deposit will be determined after deducting legitimate, documented, nonrecoverable costs that the customer agreed could be charged. SQ will provide an itemized explanation of the calculation and any amount proposed to be withheld.

7.4 No automatic penalty. SQ will not impose an automatic cancellation penalty merely because an order was accepted. Any separate cancellation charge must have been expressly agreed to in advance and must be legally permissible; it must not duplicate reimbursed costs.

7.5 Coordination and records. SQ will document the cancellation request, manufacturing status, evidence of committed costs, manufacturer response, customer notice, agreed settlement, and refund instructions. Refund timing and method remain subject to the later refund-procedure provisions, provider requirements, and applicable law.

7.6 Exceptions and review. Any disputed expense, nonrefundable supplier commitment, partially completed work, or question whether manufacturing has begun will be reviewed under the governing order documents and applicable law. This section does not override any nonwaivable customer rights or independently create a right to retain funds.

8. Customer Cancellation After Manufacturing Begins

8.1 No unilateral cancellation. After manufacturing has begun, the customer may not unilaterally cancel an accepted order. The customer may submit a cancellation request to SQ, which will coordinate with the manufacturer. Any cancellation or modification requires a written agreement or another right expressly available under the governing order documents or applicable law.

8.2 Production status and mitigation. SQ will request that the manufacturer identify the production stage, whether work can reasonably stop, and any avoidable future costs. The manufacturer and SQ should take commercially reasonable steps consistent with their contractual duties to mitigate avoidable losses while a proposed cancellation is evaluated; a request alone does not automatically suspend manufacturing.

8.3 Authorized costs and commitments. Subject to applicable law and the accepted agreements, the customer remains responsible for documented, contractually authorized costs and commitments attributable to the order, potentially including completed work, work in process, consumed ingredients, nonrecoverable raw materials or packaging, and cancellation charges expressly agreed in advance. Costs may not be charged twice or beyond what the governing agreements permit.

8.4 Written cancellation settlement. Any approved cancellation will be recorded in a written settlement identifying the effective stop date, completed or retained goods, allocation of incurred costs, deposits already paid, any refund or additional customer balance, manufacturer amounts payable or recoverable, and disposition of order-specific materials. SQ will communicate the settlement to the affected parties and maintain records.

8.5 No automatic full-price or full-refund rule. Neither a full refund nor the entire remaining purchase price is automatically owed solely because a cancellation is requested after manufacturing begins. The result depends on the accepted agreements, documented performance and costs, any agreed settlement, and applicable legal remedies. Rights arising from breach, defects, or law are not waived by this section.

8.6 Payment handling. SQ will not promise or execute a refund until the refund amount and authorization have been established and the funds-flow and payment-provider requirements are satisfied. Timing and refund processing procedures are addressed in Sections 9 and 10.

9. Approved Customer Refund Processing

9.1 Trigger for processing. After the refundable amount has been finalized, the refund has been authorized under the applicable agreements, and the necessary funds are available for lawful disbursement, SQ will ordinarily initiate the approved customer refund within ten (10) business days. The ten-business-day period does not begin while the amount or entitlement remains under investigation or dispute.

9.2 Refund confirmation and receipt timing. SQ will provide the customer with confirmation of refund initiation or a reasonable status update. Initiation does not guarantee the date on which funds will appear in the customer’s bank account; actual receipt depends on the applicable bank, payment provider, and payment method.

9.3 Manufacturer-funded settlements. If an approved refund depends on recovering funds previously disbursed to a manufacturer, SQ will coordinate recovery under the applicable agreements, notify the customer of material delays, and provide reasonable status updates. This provision does not independently require SQ to advance funds that it has not recovered, except where required by law or a binding agreement.

9.4 Manual or provider-supported execution. SQ may initiate refunds manually or through supported Stripe or banking processes, as actually available. A cancellation record, platform status change, or customer notification does not itself constitute execution of a refund. SQ will retain records of authorization, initiation, and reconciliation.

9.5 Mandatory requirements prevail. Any applicable statutory, regulatory, payment-network, provider, or binding contractual refund deadline that requires earlier action takes precedence over the ordinary ten-business-day target. SQ will not delay a legally required refund solely because funds are not yet recovered from another party.

10. Refund Method, Destination, and Processing Fees

10.1 Original payment method preferred. SQ will ordinarily return an authorized refund through the original payment method, where supported by the payment provider and permitted by applicable law and banking rules. SQ will not represent that a particular refund rail is available unless it is operationally supported.

10.2 Verified alternative destination. If a refund cannot reasonably be returned through the original payment method, SQ may arrange a refund to a verified alternative bank account belonging to the customer, subject to appropriate identity, account-ownership, anti-fraud, sanctions, and other required checks. SQ may pause payment pending satisfactory verification.

10.3 Processing and transfer fees. No processing-fee deduction applies automatically. SQ may deduct a documented, nonrefundable processing or transfer fee from an otherwise authorized refund only if the deduction was expressly disclosed and agreed before the original payment, is permitted by the applicable transaction agreements and payment-provider rules, and is lawful. Any applicable mandatory full-refund obligation overrides such deductions.

10.4 Itemized accounting. SQ will provide an itemized refund calculation identifying the authorized refund amount, any agreed and permitted deductions, and the net amount to be returned. Any refund initiated by SQ remains subject to the timing and payment-provider provisions in Section 9.

10.5 Manual execution and no automatic release. Refunds may be initiated manually until supported automated refund functionality is actually operational. A platform cancellation status or settlement approval alone does not constitute execution of a refund.

11. Customer Payment Disputes and Chargebacks

11.1 Contact and preserved rights. Customers are encouraged to contact SQ promptly about an order, payment, or refund dispute so that SQ can attempt to investigate and resolve the issue. Nothing in this policy waives or restricts a customer’s rights to contact its bank, payment provider, or relevant authorities or to exercise remedies available under applicable law.

11.2 SQ-led review. SQ will coordinate an evidence-based review of a reported payment dispute, including as relevant the accepted quotation, purchase order, specifications, customer authorization, payment and refund records, order communications, manufacturing status, delivery information, and applicable agreements. SQ may request reasonable supporting documentation from the customer and manufacturer.

11.3 Temporary protective measures. During a documented investigation, SQ may temporarily suspend unpaid disbursements, order advancement, or shipment authorization to the extent authorized by the governing agreements and applicable law. SQ will record the reason and communicate appropriate status updates without unnecessarily disclosing confidential information.

11.4 Bank and provider procedures. SQ will respond to Stripe, bank, or payment-network inquiries and disputes within applicable deadlines and according to the provider’s actual procedures. SQ cannot guarantee the outcome of any bank or provider determination. Customer contact with SQ is not a prerequisite to exercising legally protected payment-dispute rights.

11.5 Allocation of losses and fees. Dispute losses, returned funds, administrative fees, and any reimbursement obligation will be allocated according to the cause of the dispute, the parties’ acts or omissions, applicable agreements, provider rules, and law. No manufacturer is automatically liable solely because a customer files a payment dispute. This section is subject to the recovery and no-automatic-clawback principles in Section 6.

11.6 Distinct dispute categories. SQ will distinguish claims of unauthorized or reversed payment from claims concerning product specifications, quality, manufacturing performance, or delivery. Resolution of one category does not automatically determine responsibility for another. SQ will retain a written record of findings, notices, and authorized resolutions.

12. Manufacturing Yield and Final Payment Adjustments

12.1 Agreed yield tolerance. Where expressly disclosed in and incorporated into the accepted quotation or purchase order, manufacturing output may vary by up to ten percent (±10%) from the ordered quantity, unless a different tolerance is agreed in writing. This section does not independently authorize a tolerance absent such disclosure and agreement.

12.2 Actual conforming units. Within the agreed tolerance, the customer will be invoiced for the actual number of conforming, accepted units produced at the accepted per-unit price, subject to the applicable order terms. Units that do not conform to the agreed specifications are addressed under the applicable manufacturing, quality, and dispute provisions and are not automatically billable as accepted units.

12.3 Final reconciliation. SQ will reconcile the final invoice using the actual accepted quantity, the applicable agreed per-unit price, customer deposits already paid, and any authorized adjustments to label, freight, testing, or other charges. The customer must pay the resulting amount due before shipment under Section 4. Any overpayment will be reconciled under the governing agreements and refund provisions.

12.4 Outside-tolerance quantities. Production quantities outside the agreed yield tolerance do not automatically authorize additional customer charges. SQ will obtain customer approval of any proposed additional charges or other revised commercial terms before imposing them. Shortfalls, rejected units, or material deviations will be addressed under the accepted order and applicable manufacturing agreement.

12.5 Records and advance disclosure. The accepted quotation or purchase order must state the applicable yield tolerance and pricing method before order acceptance. SQ will retain supporting production counts, quality acceptance information, and an itemized reconciliation showing how the final amount was calculated.

13. Allocation of Dispute-Related Fees and Financial Losses

13.1 Evidence-based responsibility. SQ will investigate dispute-related fees and financial losses and assess responsibility based on the underlying cause, documented evidence, each party’s acts or omissions, the accepted order and applicable agreements, and governing law. The mere filing of a dispute does not automatically make any party liable.

13.2 Customer-caused losses. To the extent expressly authorized by the governing agreements and permitted by law, a customer may be responsible for documented, recoverable losses or fees arising from its nonpayment, wrongful payment reversals, fraud, or breach of contractual payment obligations. A good-faith exercise of lawful payment dispute rights does not, by itself, establish customer fault.

13.3 Manufacturer-caused losses. To the extent supported by the applicable manufacturing and platform agreements and permitted by law, a manufacturer may be responsible for documented, recoverable losses or fees caused by its manufacturing defects, failure to meet agreed specifications, or other contractual breach.

13.4 SQ-caused losses. SQ will bear responsibility for losses attributable to its own errors or contractual breaches to the extent required by the governing agreements and applicable law.

13.5 Shared or disputed responsibility. Where multiple parties contributed to a loss, allocation will reflect their respective responsibility, available evidence, contractual remedies, and applicable law. SQ will not impose a unilateral charge or offset absent an enforceable contractual or legal basis.

13.6 Documentation and reimbursement. SQ will document the nature and amount of any fee or loss, its causal basis, supporting records, and the contractual basis for any reimbursement request. Affected parties will receive appropriate notice and a reasonable opportunity to provide relevant information, subject to applicable bank, Stripe, and dispute-response deadlines.

13.7 No guaranteed recovery. Nothing in this section guarantees that SQ can recover every fee or loss. Applicable liability limits, payment-provider rules, and mandatory legal requirements control where they conflict with these terms.

14. Exceptions to Payment Terms and SQ Administrative Authority

14.1 Order-specific exceptions. SQ may approve exceptions to its standard deposit percentages, customer payment deadlines, final balance schedules, manufacturer disbursement schedules, and related administrative procedures on an order-by-order basis, subject to the limitations in this section.

14.2 Written record and notice. Any approved exception must be documented in writing, identify the affected order and specific terms being varied, and be communicated to each affected party before it is applied. SQ will maintain the written approval and related communications in the order record.

14.3 Protection of existing rights. SQ may not unilaterally reduce or delay a manufacturer’s agreed compensation or payment rights, or increase a customer’s agreed payment obligations, without the affected party’s consent where required by the governing agreements. An exception affecting both customer and manufacturer rights requires the necessary agreement of both parties.

14.4 No waiver of mandatory requirements. An exception may not override applicable law, mandatory refund obligations, Stripe or banking requirements, or payment-network rules. Any exception is limited to the identified order and does not amend standard terms for other orders or create an ongoing waiver.

14.5 Administrative discretion and controls. SQ may request supporting documentation, confirm authority to approve an exception, and condition approval on reasonable reconciliation and risk controls consistent with the governing agreements. Exceptions involving payment holds, disputed funds, or third-party rights remain subject to the applicable notice and dispute procedures.

15. Missed Payment Deadlines, Notices, Order Holds, and Cancellation

15.1 Notice of overdue payment. If the customer fails to pay an amount by the applicable deadline, including the customer deposit or final balance, SQ will send written notice identifying the affected order, outstanding amount, original deadline, available payment instructions, and steps to cure the nonpayment.

15.2 Five-business-day cure period. Unless a different period is agreed in writing or required by law, the customer will have five additional business days after SQ sends the written overdue-payment notice to cure the nonpayment. This cure period is in addition to, and does not replace, the standard ten-business-day deposit deadline established in Section 3.

15.3 Immediate order hold. SQ may place an overdue order on hold immediately after the payment deadline passes, including suspending further order processing, withholding authorization to release or ship finished goods, or coordinating a pause in production when contractually permitted and operationally feasible. A hold does not itself cancel the order or extinguish existing obligations.

15.4 Failure to cure. If the customer fails to cure the overdue payment within the applicable cure period, SQ may initiate cancellation or pursue other remedies expressly available under the accepted quotation, purchase order, and applicable agreements. Any cancellation must follow the pre-production or post-production cancellation and settlement rules in Sections 7 and 8, as applicable; it is not automatic.

15.5 Costs and storage. The customer remains responsible for documented, contractually authorized costs and commitments properly incurred in connection with the order, subject to applicable law and any required mitigation. Storage, late-payment, or similar charges may be imposed only where agreed in advance and legally permitted; this section does not create a new fee by itself.

15.6 Exceptions and mandatory rights. SQ may approve a written payment extension under Section 14. Nothing in this section overrides payment-provider rules, mandatory notice or cure requirements, applicable law, or rights and remedies expressly preserved in the governing agreements. SQ will document notices, holds, extensions, and resulting actions in the order record.

16. Payment Communications and Recordkeeping

16.1 Centralized transaction records. SQ will maintain reasonably complete records of customer payment requests and receipts, deposit confirmations, manufacturer disbursements, final-balance reconciliations, approved refunds, cancellations, payment disputes, chargebacks, and approved exceptions. Records may be maintained in SQ’s platform and appropriate supporting financial systems.

16.2 Decision audit trail. Material payment-related decisions will identify, as applicable, the affected order, relevant amount, decision and rationale, decision date, approving authorized SQ representative, and status of any resulting payment or action. SQ will preserve relevant supporting invoices, bank or processor confirmations, written approvals, and settlement calculations.

16.3 Written communications. SQ will communicate material payment decisions, overdue-payment notices, holds, refund determinations, cancellation settlements, and dispute-related requests to affected parties through the platform or verified business email, as appropriate. Where an agreement or applicable law specifies a notice method, address, or deadline, that requirement controls. SQ will retain a record of the communication.

16.4 Record retention and security. SQ will retain relevant transaction and supporting records according to a documented retention schedule that meets applicable legal, tax, contractual, and payment-provider requirements. Access will be limited to personnel with a legitimate business need; sensitive payment and bank information will be handled using appropriate security controls and provider-approved methods. This section does not require SQ to store complete bank credentials or other data prohibited by its payment-provider terms.

16.5 Operational implementation. SQ may use manual administrative records and verified business email while automated platform notifications, reconciliation, and refund features are being implemented. SQ will not represent a payment, refund, notice, or transfer as completed until its status has been appropriately verified.

17. Coordination With Other Agreements and Order of Precedence

17.1 Scope of this policy. This policy sets out SQ’s standard administrative procedures for collecting customer payments, coordinating manufacturer disbursements, handling refunds, processing cancellation requests, and addressing payment disputes. It is intended to operate together with, and not independently replace, the Customer Terms of Service, Manufacturer Platform Agreement, accepted quotation, purchase order, and any valid order-specific written amendment.

17.2 Order-specific commercial terms. A properly approved and documented purchase order or written order-specific amendment may vary a standard commercial term in this policy, including an agreed deposit percentage, payment deadline, or payment milestone, to the extent the affected parties have provided any consent required by their governing agreements. No change may unilaterally reduce a manufacturer’s agreed compensation or payment rights or increase a customer’s agreed payment obligations.

17.3 Broader contractual rights. The Customer Terms of Service and Manufacturer Platform Agreement continue to govern the respective parties’ broader obligations, representations, remedies, limitations of liability, and dispute procedures, except to the extent expressly and validly modified. A specific order term does not silently waive unrelated contractual protections.

17.4 Conflicts and precedence. Mandatory applicable law and binding payment-provider or banking requirements control where they cannot lawfully be varied. For any remaining inconsistency, the express order-of-precedence clause in the applicable executed agreements governs. The parties should ensure those agreements state a consistent priority among signed order-specific amendments, accepted purchase orders and quotations, this policy, and the applicable platform agreements. This policy does not itself establish a conflicting universal hierarchy.

17.5 Interpretation and changes. SQ will document any approved exception under Section 14 and maintain a record of the version of the relevant terms accepted for each order. A later website policy update does not retroactively alter an accepted order or a party’s vested contractual rights absent valid agreement or applicable legal authority.

18. Contract acceptance, suspension, termination and continuing obligations

Existing specific order, payment, and NDA provisions control where more precise.

Affirmative electronic acceptance and evidence

Where these terms require acceptance, SQ will present the applicable agreement and require a deliberate affirmative action (such as an unchecked checkbox and an Accept control) before the relevant protected action. SQ should retain the exact agreement version or immutable snapshot/hash, user/account identifier, signer name and capacity where appropriate, UTC timestamp, assent event, and available security metadata. Mere website browsing does not substitute for acceptance of a separately required contract. Any electronic signature or consent process remains subject to applicable law.

Material changes and reacceptance

SQ may update terms prospectively with reasonable notice appropriate to the change and applicable law. Material changes to accepted contractual obligations require affirmative reacceptance when required by law or the governing contract; they do not silently rewrite accepted orders. SQ may restrict new RFQs, quoting, or other affected features until required reacceptance is completed, without unlawfully withholding existing records or amounts due.

Suspension, notice and cure

SQ may temporarily restrict or suspend an account for suspected fraud, confidentiality breach, material nonpayment, security threats, regulatory concerns, or material violations. When practicable and not unsafe, SQ will provide the reason and a reasonable opportunity to cure a remediable breach. Immediate restriction may be used for urgent legal, security, financial, or confidentiality risks. SQ will maintain a record of the reason, decision, notice and any review.

Termination and survival

Termination ends future marketplace privileges but does not automatically cancel an accepted purchase order or waive accrued fees, outstanding payments, dispute rights, customer or manufacturer obligations, confidentiality, intellectual-property restrictions, indemnities, or provisions intended to survive. Existing orders will be completed, transferred, suspended, or cancelled only under the applicable accepted order terms and law. SQ will provide legally required access to records and data-rights processes after account closure.