Supplier Terms

• Supplier must provide accurate and complete business and/or personal information when creating an account and must keep such information updated at all times.
• If Supplier is acting on behalf of a company or other legal entity, Supplier represents and warrants that it has the authority to bind that entity.
• Supplier is responsible for maintaining the confidentiality of its credentials and all activities under its account.

• Supplier will be able to set up and register individual Products for sale. By creating an account, Supplier warrants that the information provided is truthful and accurate and that it is not misrepresenting any identity.
• PagAmerican will review Supplier information and may, in its sole discretion, determine whether to allow Supplier to access the Services.
• At any time, PagAmerican may, in its own discretion, for any or no reason, with or without notice to Supplier and without liability for contractual penalties or claims, delete or remove Products.
• Supplier is responsible for maintaining the confidentiality of any credentials used to access its account and agrees not to share its password or username, nor transfer its access to any third party.
• Supplier is fully responsible for all transactions conducted under its account. Supplier agrees that PagAmerican is not liable, and Supplier will hold PagAmerican harmless, for any loss or damage arising from Supplier's failure to comply with these obligations.
• Supplier must immediately notify PagAmerican of any unauthorized use of its credentials or any other breach of security related to its account.
• PagAmerican serves as the Merchant of Record for all transactions, acquiring ownership of the Supplier's Products when a Buyer completes an order on PagAmerican's website.
• Supplier must promptly complete, sign, and submit any forms related to tax, customs, regulatory, or inspection purposes that PagAmerican requires to ensure the transfer of title to the Products in any jurisdiction. Failure to comply may result in withholding of Supplier Payments until compliance is achieved or termination of Services.

• As set forth in the General Terms, title to Products passes from Supplier to PagAmerican when a Buyer completes an order on our Site.
• At the same time, risk of loss or damage to the Products transfers from Supplier to PagAmerican. Supplier bears all risks in the Products until such transfer is complete.
• Supplier must promptly complete, sign, and submit any forms required for tax, customs, regulatory, or inspection purposes that PagAmerican reasonably requests. Failure to comply may result in withholding of Supplier Payments until compliance is achieved or termination of Services.
• Title and risk of loss then pass from PagAmerican to the Buyer in accordance with the General Terms.

• Subject to applicable law, all Product prices are subject to change without notice. PagAmerican may change the prices and available Products at any time, and may discontinue any Product at any time.
• The price charged for a Product will be the price in effect at the time the order is placed, as shown at checkout and confirmed in the order confirmation email. Price increases apply only to future orders.
• All applicable taxes, shipping, and handling charges are not included in the displayed price and will be added to the Buyer's total price. PagAmerican is responsible for calculating, collecting, and remitting applicable transaction taxes, except for those imposed directly on the Buyer (such as import duties).
• Supplier shall provide all information and documentation necessary to ensure the accurate calculation and remittance of applicable taxes.
• PagAmerican is not responsible for typographical or pricing errors and may cancel orders arising from such errors.
• Payment terms are within PagAmerican's sole discretion. Supplier shall specify a non-binding price recommendation for each Product. Once a Buyer completes an order, PagAmerican will pay Supplier the purchase amount less applicable taxes and the PagAmerican Discount, as defined in the General Terms and Fee Schedule.
• Supplier Payments shall be issued through the method specified in Supplier's account, within 180 days of the Buyer's purchase date, unless otherwise provided in the General Terms or Fee Schedule.
• PagAmerican may extend the period for issuing Supplier Payments up to 365 days to account for refunds, chargebacks, or returns. PagAmerican may withhold a percentage of Supplier Payments to cover potential liabilities.
• If a Buyer requests a refund, return, or chargeback, PagAmerican may deduct the corresponding amount (including transaction and chargeback fees) from Supplier Payments.
• PagAmerican may withhold Supplier Payments, in whole or in part, if it determines that Supplier has violated these Terms or applicable law, if Products are defective, or if Supplier provides insufficient support or access to Products.

• Supplier must comply with all advertising and marketing laws, including, without limitation, the Federal Trade Commission Act, CAN-SPAM Act, Telephone Consumer Protection Act, Proposition 65, and any similar applicable regulations.
• Supplier must also strictly adhere to PagAmerican's Advertising and Goods Policy, as updated from time to time.
• Supplier is prohibited from using deceptive, unlawful, or AI-generated content simulating real persons without documented consent and clear disclosure.
• Any violation of this Section or of the Advertising and Goods Policy shall constitute a material breach of these Terms and may, at PagAmerican's sole discretion, result in immediate suspension or permanent shutdown of the Supplier's account. In addition, PagAmerican may withhold Supplier Payments and pursue all remedies and indemnifications available at law or in equity, whether present, future, contingent, or otherwise, including damages, injunctive relief, specific performance, and reimbursement of costs and expenses.

• The calculation of Supplier Payments is governed by the General Terms and the Fee Schedule available at [link to be provided].
• Supplier acknowledges and agrees that the Fee Schedule in effect on the date of a Buyer's purchase applies, and consents that PagAmerican may amend the Fee Schedule from time to time with future effect.
• Supplier remains responsible for providing accurate information to enable the calculation, collection, and remittance of applicable taxes.
• PagAmerican reserves the right to withhold Supplier Payments in cases of violations, chargebacks, refunds, or compliance issues, in accordance with the General Terms.

• Each Supplier Order is governed by the laws set forth in these Supplier Terms and the General Terms.
• Supplier acknowledges that Buyer Transactions may be subject to different governing law as set forth in the Buyer Terms, but Supplier's obligations under these Supplier Terms remain enforceable.
• These Supplier Terms and any Supplier Orders shall be governed by and construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods (CISG) with respect to all matters, directly or indirectly, arising from or relating to the international sale of goods, regardless of any conflict-of-laws principles or regulations. All other matters not covered by the CISG shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Supplier agrees to defend, indemnify, and hold harmless PagAmerican, its affiliates, and their respective officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• (i) Supplier's Products;
• (ii) Supplier's breach of these Terms or applicable law; or
• (iii) infringement or misappropriation of third-party intellectual property rights.

• Assignment, waiver, severability, and survival are governed by the General Terms.
• Supplier may not subcontract or delegate performance of obligations without PagAmerican's prior written consent.
• Any waiver by PagAmerican must be specific, in writing, and signed by a duly authorized representative.
• Obligations relating to taxes, indemnification, intellectual property, advertising compliance, and cooperation with PagAmerican in handling Buyer complaints shall survive termination.