These Terms of Sale govern every order placed with Retail Digitals ("RD") by an authorized partner, whether through the Partner Portal or otherwise, and are incorporated into each quote and Special Pricing Agreement ("SPA"). They supplement the Business Partner Agreement; if documents conflict for a transaction, the SPA controls, then these Terms, then the Business Partner Agreement. These Terms prevail over any conflicting terms in a partner's purchase order, which are expressly rejected.

1. Order acceptance

An order (including a Portal order) is an offer to purchase and is not binding on RD until RD confirms it in writing (including a Portal status change to "Confirmed"). RD may decline or limit any order, including for credit, inventory, or compliance reasons.

2. Pricing & taxes

Prices are those on the applicable SPA or, absent an SPA, RD's list prices (MSRP) at order confirmation. Prices exclude sales and use taxes, duties, and fees. Partners purchasing for resale must keep a valid resale certificate on file with RD; otherwise applicable taxes will be added.

3. Payment

Unless credit terms are agreed in writing, orders are payable in advance. Approved credit balances are due per the invoice; late balances accrue interest at the lesser of 1.5% per month or the legal maximum, plus reasonable collection costs. RD may suspend shipments while any balance is past due.

4. Shipping, title & risk of loss

Unless stated otherwise on the quote, shipments are FOB origin (RD's or its supplier's facility): title and risk of loss pass to the partner on delivery to the carrier, and shipping charges are the partner's responsibility. Delivery dates are good-faith estimates, not guarantees; partial shipments are permitted and invoiced as shipped.

5. Inspection & DOA

Partner must inspect shipments and report shortages, visible damage, or dead-on-arrival units within the window stated in the published Warranty & RMA Policy (or 30 days from delivery if unstated), through the Portal Support Center.

6. Changes & cancellation

Orders may be changed or cancelled without charge before RD confirms them. After confirmation, changes and cancellations require RD's consent and may carry restocking or procurement costs already incurred. Custom-configured or specially procured items are non-cancellable once confirmed.

7. Returns & warranty

Returns are accepted only under an RMA number issued through the Portal Support Center, per the published Warranty & RMA Policy. Products carry the limited warranty described in that policy; remedies are repair, replacement, or credit at RD's option. No other returns are accepted.

8. Resale restrictions

Special (SPA) pricing applies only to the registered end user and opportunity. Products are sold for resale in the partner's ordinary course of business and may not be exported contrary to U.S. export-control or sanctions laws.

9. Limitation of liability

THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER IN THE BUSINESS PARTNER AGREEMENT APPLY TO EVERY ORDER. RD'S TOTAL LIABILITY FOR ANY ORDER WILL NOT EXCEED THE AMOUNT PAID FOR THAT ORDER.

10. Miscellaneous

These Terms are governed by New York law with exclusive jurisdiction in New York County courts. RD may update these Terms prospectively; the version in effect at order confirmation governs that order. Questions: info@retaildigitals.com · (347) 770-0612.

Draft prepared for review by Retail Digitals' counsel.