Terms

> **PLACEHOLDER — NOT YET REVIEWED BY COUNSEL.** Drafted from the internal brief so the page has > shape and the footer has a destination. Replace before launch. # Terms of Sale **Who you are buying from.** ICP, Inc., doing business as SupplyPop ("ICP, Inc. dba SupplyPop", "we", "us"). SupplyPop is a trade name of ICP, Inc.; ICP, Inc. is the seller of record on every order and the party you contract with. Orders are filled by ICP, Inc. or its designated fulfillment partner. **Who may buy.** You must be able to form a binding contract and must give accurate account information. Some items additionally require a current professional license; those are marked, and we verify the license before they ship. **Accounts.** An account is required before any order. An account may cover several offices, and a person may belong to more than one. The account owner is responsible for the orders its members place and for keeping member access current. Keep your credentials confidential and tell us promptly of any unauthorized use. **Placing an order.** Submitting an order is an offer to buy. **We accept it when we capture payment, not when you place it.** Until then we may decline or cancel any line, including for a pricing or availability error. **License-restricted items.** **A restricted order is held, never blocked.** You may place it; the restricted line is held for up to 10 days while we review your license. If we do not receive a valid license for the delivery jurisdiction within that window, the held line is canceled and any authorization released. Restricted items ship only to the licensed address. **Payment methods on a held order.** A held order narrows the payment methods available. ACH, American Express and Discover cannot be offered on a restricted order, because their authorization cannot be held long enough. This is a constraint of the payment networks, not a judgment about you. **Payment.** Payments are processed by Stripe. Your card is authorized when you place the order and charged when the order ships. An authorization may appear on your statement before it is charged. If a license hold outlasts the authorization we will ask to re-authorize. **Prices and tax.** Prices are shown without tax; tax is calculated at checkout. A per-item price is shown beneath the pack price for comparison. Minimum order quantities apply to some items and are shown before you add them. We correct pricing errors and will tell you before charging. **Delivery and risk.** Delivery estimates are estimates. Risk of loss passes on delivery to the carrier unless the order says otherwise. You are responsible for inspecting a shipment on arrival. **Returns** are governed by the Return Policy, which forms part of these terms. **Warranties.** Products carry the manufacturer's warranty. SupplyPop gives no separate warranty and, to the extent the law allows, disclaims implied warranties of merchantability and fitness for a particular purpose. Nothing here excludes liability that cannot lawfully be excluded. **Limitation of liability.** To the extent the law allows, our liability arising from an order is limited to the amount you paid for the affected items, and we are not liable for indirect or consequential loss, including lost profits. **Indemnity.** You agree to indemnify ICP, Inc. against claims arising from your misuse of an item, your breach of these terms, or your failure to hold a license you attested to. **Availability, recalls and substitution.** Where an item is discontinued or recalled we show you an alternative rather than removing it silently. Recalled items are handled at no cost to you. **Acceptable use.** Do not resell in breach of a manufacturer's terms, scrape the catalog, interfere with the service, or use it to order items you are not permitted to hold. **Suspension.** We may suspend or close an account for non-payment, for a failed license verification, or for a breach of these terms, and will tell you why. **Catalog content.** Product names, images and specifications are supplied by manufacturers and distributors and remain their property. Any feedback you send us may be used without obligation. **Electronic communications.** You agree we may give notices about your orders and account electronically. **Disputes.** Governing law and venue: Wisconsin, subject to counsel's confirmation. Counsel to decide whether an arbitration clause and class-action waiver are appropriate for this customer base; this draft asserts neither. **Force majeure.** Neither party is liable for a delay caused by events beyond its reasonable control, including carrier failure and supply interruption. **General.** If a provision is unenforceable the rest stands. We may assign these terms to a successor; you may not assign without our consent. These terms and the policies they reference are the whole agreement about your orders. **Changes.** We version these terms. The version in force when you placed an order governs that order.