Terms and Conditions for Vendors | SOCIAL GLASS, INC. (dba MICRO™)
These terms describe the terms and conditions applicable to your access and use of the websites, mobile sites, mobile applications, and any other portal owned, operated, branded, or made available by SOCIAL GLASS, INC. (dba MICRO™). When you register as a MICRO™ Vendor or agree to be registered internally by our team, you expressly agree to these terms and conditions and all the sections hereof.
WHEREAS, if you’re selling through MICRO™, you must satisfy certain requirements for selling to a government agency and to receive public funds. This entails: (i) Having a registered business or professional activity; (ii) Having a tax identification number; and (iii) Not being blacklisted or debarred from government procurement activities.
WHEREAS, to sell or rent your products or services through our marketplace, we require that you go through our MICRO™ Verification onboarding process, where we evaluate if you comply with the aforementioned requirements and cross-check the information you have provided as supporting compliance evidence.
WHEREAS, you may not attempt to circumvent the MICRO™ sales process or divert MICRO™ customers to another sales channel. This means that you may not provide calls, links or any other messages that prompt users to visit any external website or complete a transaction elsewhere.
WHEREAS, we require that you comply with our Performance Warranty in terms of (i) Accuracy on the description and overall information related to your products or services; (ii) Quality of your products or services; and (iii) On-time delivery or shipment of your product or services. In the case of a Performance Discrepancy (inaccuracy on the description and information related to your products or services, on their quality, or in situations of delayed deliveries or shipments), you will have to resolve the situation according to these terms and conditions. If this can not be accomplished as agreed, SOCIAL GLASS, INC. (dba MICRO™) will follow the next steps indicated in these terms and conditions, which include but are not limited to reverting the transaction and assigning it to a different vendor, collecting the upfront payment from escrow, and temporarily suspending your vendor account from the marketplace.
1. Applicability: When SOCIAL GLASS, INC. (dba MICRO™) issues a purchase order, it is an offer by SOCIAL GLASS, INC. (dba MICRO™) for the purchase of the goods, materials and/or equipment (the "Goods"), and/or services, maintenance and/or repairs (the “Services”) specified on the face of the purchase order from the party to whom the purchase order is addressed (the "Vendor") in accordance with and subject to these terms and conditions (the "Terms"); together with the terms and conditions on the face of the purchase order, (the "Order"). Where applicable the term “Goods” shall be interpreted to also include “Services”. This Order, together with any documents incorporated herein by reference, and any related confidentiality agreement executed by the parties, constitute the sole and entire agreement of the parties with respect to the Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits the Vendor's acceptance to the terms of the Order. These Terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Vendor's general terms and conditions of sale or any other document issued by Vendor in connection with a specific Order. Notwithstanding anything contained herein to the contrary, if a master agreement covering procurement described in the Order exists between Vendor and SOCIAL GLASS, INC. (dba MICRO™), the terms of such a master agreement shall prevail over any inconsistent terms herein. These Terms apply to any repaired or replacement Goods provided by Vendor hereunder. SOCIAL GLASS, INC. (dba MICRO™) is not obligated to any minimum purchase or future purchase obligations under an Order, unless agreed to in writing by SOCIAL GLASS, INC. (dba MICRO™).
2. Acceptance: An Order is not binding on SOCIAL GLASS, INC. (dba MICRO™) until the Vendor accepts the Order in writing or starts to perform in accordance with the Order. SOCIAL GLASS, INC. (dba MICRO™) may withdraw the Order at any time without liability: (a) before it is accepted by the Vendor.
3. Delivery Date: Vendor must deliver the Goods in the quantities and on the date(s) specified in an Order or as otherwise agreed in writing by the parties (the "Delivery Date"). Timely delivery of the Goods is of the essence. If the Vendor fails to deliver the Goods in full on the Delivery Date, SOCIAL GLASS, INC. (dba MICRO™) may terminate the Order immediately by providing written notice to Vendor and Vendor shall indemnify SOCIAL GLASS, INC. (dba MICRO™) against any losses, claims, damages, and reasonable costs and expenses directly attributable to Vendor's failure to deliver the Goods on the Delivery Date. The vendor will immediately notify SOCIAL GLASS, INC. (dba MICRO™) if the Vendor’s timely performance under the Order is delayed or is likely to be delayed. SOCIAL GLASS, INC. (dba MICRO™) acceptance of Vendor’s notice will not constitute a waiver of any of Vendor’s obligations. SOCIAL GLASS, INC. (dba MICRO™) has the right to return any Goods delivered prior to the Delivery Date at Vendor's expense and Vendor shall redeliver such Goods on the Delivery Date.
4. Quantity: If Vendor delivers more or less than the quantity of Goods ordered, SOCIAL GLASS, INC. (dba MICRO™) may reject all or any excess Goods. Any such rejected Goods shall be returned to Vendor at Vendor's risk and expense. If SOCIAL GLASS, INC. (dba MICRO™) does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.
5. Delivery Location: All Goods shall be delivered to the address(s) specified in an Order (the "Delivery Location") during SOCIAL GLASS, INC. (dba MICRO™)’s customer’s normal business hours or as otherwise instructed by SOCIAL GLASS, INC. (dba MICRO™).
6. Shipping Terms: Vendor shall give written notice of shipment to SOCIAL GLASS, INC. (dba MICRO™) when Goods are delivered to a carrier for transportation. Vendor shall provide SOCIAL GLASS, INC. (dba MICRO™) all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading, proof of delivery, and any other documents necessary to release the Goods to SOCIAL GLASS, INC. (dba MICRO™) within one (1) business day after Vendor delivers the Goods to the transportation carrier. The Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, proofs of delivery, correspondence and any other documents pertaining to the Order.
7. Title and Risk of Loss: Title passes to SOCIAL GLASS, INC. (dba MICRO™) upon delivery of the Goods to the Delivery Location. Vendor bears all risk of loss or damage to the Goods until delivery of the Goods to the Delivery Location.
8. Packaging: All Goods shall be packed for shipment according to SOCIAL GLASS, INC. (dba MICRO™)'s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Vendors must provide SOCIAL GLASS, INC. (dba MICRO™) prior written notice if it requires SOCIAL GLASS, INC. (dba MICRO™) to return any packaging material. Any return of such packaging material shall be made at Vendor's expense.
9. Amendment and Modification: No change to an Order is binding upon SOCIAL GLASS, INC. (dba MICRO™) unless it is in writing, specifically states that it amends this Order and is signed by an authorized representative of SOCIAL GLASS, INC. (dba MICRO™).
10. Inspection and Rejection: SOCIAL GLASS, INC. (dba MICRO™) has the right to inspect Goods on or after the Delivery Date. SOCIAL GLASS, INC. (dba MICRO™) in its sole discretion and at its sole option, may inspect all or a sample of Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective or fail in any respect to conform to specifications, the terms and conditions of the Order, any Statement of Work (“SOW”) or similar document as mutually agreed between the parties, or applicable industry standards, or if the Goods are otherwise deficient in SOCIAL GLASS, INC. (dba MICRO™)’s sole discretion. If SOCIAL GLASS, INC. (dba MICRO™) rejects any portion of Goods, SOCIAL GLASS, INC. (dba MICRO™) has the right, effective upon written notice to Vendor and in addition to any rights and remedies under applicable law, to: (i) rescind the Order in its entirety and receive a full credit or refund, at SOCIAL GLASS, INC. (dba MICRO™)’s discretion, of the applicable purchase price; (ii) accept the Goods at a reasonably reduced price; (iii) reject the Goods and require replacement/correction of the rejected Goods; or (iv) replace such defective/non-conforming Goods with similar items and recover the total cost thereof from the Vendor. If SOCIAL GLASS, INC. (dba MICRO™) requires replacement or correction of the Goods, Vendor shall, at its expense, promptly replace/correct the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of such Goods and the expedited delivery of replacement/corrected Goods. If Vendor fails to timely deliver replacement/corrected Goods, SOCIAL GLASS, INC. (dba MICRO™) may replace or correct them with goods or services from a third party, and charge Vendor the total cost thereof, and terminate the Order. SOCIAL GLASS, INC. (dba MICRO™)’s expenses for inspection of the Goods found to be nonconforming or deficient shall be charged to Vendor or deducted from amounts due Vendor. SOCIAL GLASS, INC. (dba MICRO™)’s failure to detect nonconformities or deficiencies in the Goods shall not affect SOCIAL GLASS, INC. (dba MICRO™)’s remedies as to such nonconformities and/or deficiencies. Any inspection or other action by SOCIAL GLASS, INC. (dba MICRO™) under this Section shall not reduce or otherwise affect Vendor's obligations under an Order, and SOCIAL GLASS, INC. (dba MICRO™) shall have the right to conduct further inspections after Vendor has carried out its remedial actions. SOCIAL GLASS, INC. (dba MICRO™) will have the right, but not the obligation to examine Vendor’s records for the purpose of determining compliance with the Order. Should a compliance review be performed, SOCIAL GLASS, INC. (dba MICRO™) or its duly designated representatives will provide reasonable notice to Vendor and the records may be examined only during the normal business hours.
11. Price: The price of the Goods and/or Services is the price stated in an Order (the "Price"). Unless otherwise specified in the Order, the Price includes all packaging, transportation costs to the Delivery Location, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without ninety (90) days’ prior written notice to SOCIAL GLASS, INC. (dba MICRO™) and the written consent of SOCIAL GLASS, INC. (dba MICRO™).
12. Payment Terms: Vendor shall issue an invoice to SOCIAL GLASS, INC. (dba MICRO™) on or any time after the completion of delivery and only in accordance with the Terms. SOCIAL GLASS, INC. (dba MICRO™) shall pay all properly invoiced amounts due to Vendor as agreed in the Order. Except for any amounts disputed by SOCIAL GLASS, INC. (dba MICRO™) in good faith. All payments will be in US dollars and made by check, EFT or wire transfer. The parties shall seek to resolve any invoice disputes expeditiously and in good faith. Vendor shall continue performing its obligations under the Order notwithstanding any such dispute.
13. Warranties: Vendor warrants to SOCIAL GLASS, INC. (dba MICRO™) that for a period of the longer of: (1) one (1) year after acceptance of the Goods and Services by SOCIAL GLASS, INC. (dba MICRO™) or SOCIAL GLASS, INC. (dba MICRO™)’s end user; (2) such longer period of time as the item is normally warranted by Vendor; or (3) as agreed to between the parties in writing: (a) all Goods will be free from any defects in workmanship, material and design; (b) all Goods will conform to applicable specifications, drawings, designs, samples and other requirements specified by SOCIAL GLASS, INC. (dba MICRO™), federal, state, and local laws, orders and regulations, including, but not limited to, those regarding occupational safety and health; (c) all Goods will be fit for their intended purpose and operate as intended; (d) all Goods will be merchantable; (e) all Goods will be free and clear of all liens, security interests or other encumbrances; and (f) the Goods will not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods by SOCIAL GLASS, INC. (dba MICRO™). These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of SOCIAL GLASS, INC. (dba MICRO™)'s discovery of the noncompliance of the Goods with the foregoing warranties. If SOCIAL GLASS, INC. (dba MICRO™) gives Vendor notice of noncompliance with this Section, Vendor shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Vendor and the delivery of repaired or replacement Goods to SOCIAL GLASS, INC. (dba MICRO™).
14. General Indemnification: Vendor will defend, indemnify and hold harmless SOCIAL GLASS, INC. (dba MICRO™) and its parent, subsidiaries, directors, officers, employees, affiliates, agents, and their respective customers and end users (“SOCIAL GLASS, INC. (dba MICRO™) Indemnified Parties”), buying or using the Goods and/or receiving the Services from and against any and all claims (whether in contract, tort and/or any other legal theory including strict liability), demands, suits, obligations, liabilities, damages, losses, and judgments, including reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs, and out-of-pocket expenses)(collectively “Losses”) arising directly or indirectly from: (a) any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Goods provided by Vendor under this Agreement, (b) violations or alleged violations of any applicable laws or regulations by Vendor; (c) the negligent or wrongful acts or omissions of Vendor, its employees or agents; (d) any infringement or misappropriation of patent, copyright, trade secret or other intellectual property rights of any third party or, (e) any products recall. Vendor shall not enter into any settlement without SOCIAL GLASS, INC. (dba MICRO™)'s or indemnitee's prior written consent.
15. Insurance: During the term of an Order and during the term of any applicable warranty period thereafter, Vendor shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect SOCIAL GLASS, INC. (dba MICRO™) in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered in connection with employment. Upon SOCIAL GLASS, INC. (dba MICRO™)'s request, Vendor shall provide SOCIAL GLASS, INC. (dba MICRO™) with a certificate of insurance from Vendor's insurer evidencing the insurance coverage specified in an Order. The certificate of insurance shall name SOCIAL GLASS, INC. (dba MICRO™) and SOCIAL GLASS, INC. (dba MICRO™) Indemnified Parties as additional insureds by endorsement. Vendor shall provide SOCIAL GLASS, INC. (dba MICRO™) with thirty (30) days' advance written notice in the event of a cancellation or material change in Vendor's insurance policy. Except where prohibited by law, Vendor shall require its insurer to waive all rights of subrogation against SOCIAL GLASS, INC. (dba MICRO™), SOCIAL GLASS, INC. (dba MICRO™)'s insurers and the SOCIAL GLASS, INC. (dba MICRO™) Indemnified Parties.
16. Compliance with Law: Vendor is in compliance with and shall comply with all applicable laws, regulations and ordinances. Vendor has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under an Order, including, but not limited to, the California Transparency in Supply Chains Act and California’s Proposition 65. Vendor shall comply with all export and import laws of all countries involved in the sale of Goods under an Order. Vendor assumes all responsibility for shipments of Goods requiring any government import clearance. SOCIAL GLASS, INC. (dba MICRO™) may terminate an Order if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on the Goods. Vendor shall not discriminate against any employee, applicant for employment, or subcontractor because of race, religion, color, sex, age or national origin. Vendor warrants and represents to SOCIAL GLASS, INC. (dba MICRO™) that Vendor will not obtain materials or information necessary to produce the Goods from manufacturers/sellers/subcontractors where Vendor has knowledge or has reason to believe that said manufacturers/sellers/subcontractors utilize forced, prison or child labor, conflict minerals, or any labor force not in compliance with U.S. local, state, federal or national laws.
17. Termination: SOCIAL GLASS, INC. (dba MICRO™) may terminate an Order, in whole or in part, at any time with or without cause for undelivered Goods upon written Notice to Vendor. In addition to any remedies that may be provided under these Terms, SOCIAL GLASS, INC. (dba MICRO™) may terminate an Order with immediate effect upon written notice to the Vendor, either before or after the acceptance of the Goods, if Vendor has not performed or complied with any of these Terms, in whole or in part. If the Vendor becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, then the SOCIAL GLASS, INC. (dba MICRO™) may immediately terminate an Order upon written notice to Vendor. If SOCIAL GLASS, INC. (dba MICRO™) terminates an Order for any reason, Vendor's sole remedy is payment for the Goods received and accepted by SOCIAL GLASS, INC. (dba MICRO™) prior to the termination. If an Order applies to a particular Vendor facility and such facility closes or relocates to a new location, SOCIAL GLASS, INC. (dba MICRO™) may, in its sole discretion, terminate any Order in whole or in part and not currently in production upon written notice to Vendor. If Vendor closes its facility(ies) or moves to a new location, SOCIAL GLASS, INC. (dba MICRO™) may, in its sole discretion, terminate any Order or associated agreement, in whole or in part, not currently in production upon written notice to Vendor.
18. Vendor’s Changes: Prior to Vendor making any changes (“Changes”) to its Goods, including, but not limited to, its raw materials, designs, tooling, manufacturing location or ownership of Vendor, SOCIAL GLASS, INC. (dba MICRO™) will have the right, in its sole discretion, to terminate any and all Orders without liability. If notice of Changes is not given, Vendor agrees to reimburse SOCIAL GLASS, INC. (dba MICRO™) for any and all costs and damages that arise out of or are related to the Changes.
19. Limitation of Liability: Nothing in an Order shall exclude or limit (a) Vendor's liability under any Sections hereof, or (b) Vendor's liability for fraud, personal injury or death caused by its negligence or willful misconduct. Each party's maximum liability to the other party shall not exceed the aggregate amount actually paid or payable under an Order. IN NO EVENT WILL SOCIAL GLASS, INC. (dba MICRO™) BE LIABLE TO VENDOR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH AN ORDER, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED OPPORTUNITY OR PROFITS, WHETHER OR NOT SOCIAL GLASS, INC. (dba MICRO™) WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTHING IN AN ORDER LIMITS VENDOR’S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
20. Waiver: No waiver by any party of any of the provisions of an Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in an Order, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from an Order shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
21. Confidential Information: All non-public, confidential or proprietary information of SOCIAL GLASS, INC. (dba MICRO™), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by SOCIAL GLASS, INC. (dba MICRO™) to Vendor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with an Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by SOCIAL GLASS, INC. (dba MICRO™) in writing. Upon SOCIAL GLASS, INC. (dba MICRO™)'s request, Vendor shall promptly return all documents and other materials received from SOCIAL GLASS, INC. (dba MICRO™). SOCIAL GLASS, INC. (dba MICRO™) shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Vendor at the time of disclosure; or (c) rightfully obtained by the Vendor on a non-confidential basis from a third party.
By checking this box you expressly agree to these terms and conditions and all the sections hereof.