Sourcing Service Terms

Effective Date: August 2026

These Sourcing Service Terms ("Sourcing Terms") govern business-to-business sourcing, procurement support, supplier coordination, inspection coordination, purchasing assistance, consolidation, and related commercial services provided by Crystallode (the "Service Provider") to a business customer (the "Client").

These Sourcing Terms apply only where the Client is acting for business, trade, resale, manufacturing, wholesale, retail, distribution, or other commercial purposes. They are not intended to exclude rights that cannot lawfully be excluded.

By requesting sourcing work, approving a quotation, paying a service fee or deposit, issuing a purchase instruction, approving a supplier or sample, or otherwise confirming a sourcing project, the Client agrees to these Sourcing Terms together with the applicable quotation, Service Order, Proforma Invoice, purchase instruction, supplier confirmation, inspection instruction, shipping instruction, and other documents expressly incorporated into the transaction.

1. Scope of Services

Depending on the agreed Service Order, sourcing services may include:

• Supplier search and preliminary supplier screening;
• Requesting quotations and commercial information;
• Price and MOQ comparison;
• Sample coordination;
• Specification and packaging coordination;
• Purchase-order coordination;
• Production follow-up;
• Inspection coordination;
• Consolidation and warehouse coordination;
• Export and logistics coordination;
• Other expressly agreed sourcing or procurement support.

The exact scope for each project is determined by the applicable Service Order or other written confirmation.

2. Nature of the Service

Unless the applicable Service Order expressly identifies Crystallode as the seller of the goods, Crystallode acts as a commercial sourcing and procurement service provider and not as the manufacturer of third-party goods.

Suppliers, factories, laboratories, inspection companies, freight forwarders, carriers, customs brokers, warehouses, and other third parties are independent businesses unless expressly stated otherwise.

Where Crystallode purchases and resells goods in its own name, the applicable sales terms and Order Confirmation may impose additional seller obligations.

3. No Automatic Authority to Bind the Client

Crystallode will not intentionally place a binding supplier order, approve a material specification change, or incur a material third-party cost on the Client's behalf without the authority granted in the applicable Service Order or a subsequent written instruction.

The Client is responsible for ensuring that the person giving instructions on its behalf has authority to do so.

4. Client Brief and Specifications

The Client should provide complete and accurate sourcing requirements, which may include:

• Product description;
• Material;
• Dimensions;
• Color or grade;
• Quantity;
• Target price;
• MOQ;
• Packaging;
• Logo or artwork;
• Required certifications or testing;
• Destination country;
• Required delivery date;
• Other material commercial or regulatory requirements.

Crystallode is not responsible for a mismatch caused by incomplete, inaccurate, ambiguous, or late instructions supplied by the Client, except to the extent Crystallode failed to follow clear instructions or failed to raise an obvious material inconsistency that it reasonably identified.

5. Quotations and Supplier Information

Supplier quotations and information are normally based on information available at the time they are obtained.

Unless a quotation is expressly stated to be fixed and accepted for a stated period, supplier prices, MOQs, lead times, freight charges, exchange-rate effects, material availability, and other commercial terms may change before final order confirmation.

Crystallode will not knowingly alter a supplier quotation or cost in a misleading manner. Any service fee, commission, handling fee, margin, or other Crystallode charge payable by the Client will be governed by the agreed commercial documents.

6. Service Fees

Sourcing service fees may be structured as:

• A fixed fee;
• A percentage-based fee;
• A per-project fee;
• A per-order fee;
• An inspection, consolidation, handling, or logistics coordination fee;
• Another expressly agreed commercial arrangement.

The applicable fee structure is the one stated in the relevant quotation, invoice, or Service Order.

7. Third-Party Costs

Third-party costs may include supplier deposits, samples, molds, tooling, laboratory testing, inspections, packaging, warehousing, transportation, customs services, insurance, banking charges, and other project expenses.

Unless expressly included in the quoted service fee, third-party costs are separate and payable by the Client.

8. Advance Funds and Supplier Payments

Where the Client provides funds to Crystallode for supplier payments or other project costs, those funds may be applied to the approved sourcing project in accordance with the Client's instructions and the applicable Service Order.

Such funds are not an escrow deposit, trust account, investment account, or interest-bearing account unless a separate written agreement expressly establishes such an arrangement and it is legally permissible.

Crystallode may require cleared funds before placing supplier orders or paying third-party costs.

9. Currency and Exchange Rates

Where supplier costs and Client payments use different currencies, currency conversion may affect the final payable amount.

The applicable conversion method, exchange rate, rate source, or currency buffer should be stated in the quotation or Service Order where material.

Bank fees, intermediary fees, payment processor fees, and currency conversion charges are allocated according to the applicable invoice or payment instruction.

10. Supplier Search

Supplier search may consider factors such as:

• Product capability;
• Price;
• MOQ;
• Lead time;
• Available samples;
• Communication;
• Production capacity;
• Commercial history;
• Location;
• Other relevant project criteria.

Supplier search does not constitute a guarantee that a supplier will remain financially stable, compliant, solvent, licensed for every future activity, or capable of performing every future order.

11. Supplier Screening and Due Diligence

Any supplier screening performed by Crystallode is limited to the scope expressly agreed for the project.

Unless a separate due-diligence service is ordered, ordinary sourcing work does not automatically include legal opinions, forensic financial review, beneficial-ownership investigation, factory audits, sanctions opinions, intellectual-property clearance, laboratory testing, or regulatory certification.

If the Client requires enhanced due diligence, the required scope must be agreed in writing before reliance is placed on it.

12. Supplier Selection

Crystallode may recommend one or more suppliers based on available information, but the Client remains responsible for approving the supplier unless the Service Order expressly authorizes Crystallode to make that decision.

Where the Client selects a supplier contrary to a material written warning from Crystallode, risks arising specifically from the warned issue remain with the Client to the extent permitted by law.

13. Samples

Samples may be used to assess material, workmanship, dimensions, appearance, packaging, or other agreed characteristics.

Unless otherwise agreed:

• Sample and courier costs are separate;
• A sample does not guarantee that every unit in mass production will be identical;
• Natural materials, handmade goods, and batch-produced goods may have reasonable variation;
• A sample can establish a reference standard only for characteristics reasonably represented by that sample.

14. Sample Approval

Where the Client approves a sample, photograph, video, drawing, specification sheet, packaging proof, or pre-production sample, that approval may be treated as the reference standard for the relevant characteristics.

Approval does not waive a legitimate claim for a latent or material non-conformity that could not reasonably have been detected from the approval material.

15. Natural and Handmade Products

If a sourcing project involves natural crystals, gemstones, minerals, stone, shell, wood, handmade products, or other naturally variable materials, reasonable variation may occur in color, pattern, transparency, inclusions, texture, weight, shape, dimensions, and surface characteristics.

Natural variation within the agreed grade, specification, sample standard, or commercially reasonable tolerance is not automatically a defect.

16. Production Orders

Production normally begins only after the required conditions are satisfied, which may include:

• Supplier confirmation;
• Client approval;
• Deposit or payment;
• Final specifications;
• Artwork or packaging approval;
• Sample approval.

Production lead times are estimates unless expressly guaranteed in writing.

17. Changes During Production

Client-requested changes after production, procurement, tooling, printing, cutting, carving, drilling, labeling, or packaging has begun may result in additional cost or delay.

No material change should be implemented without written confirmation where reasonably practicable.

18. Tooling, Molds and Development Costs

Tooling, molds, prototypes, dies, printing plates, artwork setup, product development, and similar costs are allocated as stated in the Service Order.

Payment of a tooling or development charge does not automatically transfer ownership of tooling, intellectual property, design files, or supplier manufacturing know-how unless expressly agreed in writing.

19. Inspection Services

Where inspection is included, the inspection scope must be defined for the project.

Inspection may include selected checks such as:

• Product identity;
• Quantity;
• Dimensions;
• Weight;
• Visible workmanship;
• Visible damage;
• Packaging;
• Comparison with approved samples or specifications.

Inspection is not a guarantee that every unit is defect-free unless a 100% inspection with an agreed inspection standard is expressly ordered and performed.

20. Inspection Limitations

Routine commercial inspection does not automatically include:

• Destructive testing;
• Laboratory analysis;
• Chemical composition testing;
• Gemological certification;
• Electrical safety testing;
• Regulatory conformity assessment;
• Hidden-defect detection;
• Intellectual-property clearance.

These services must be separately requested where required.

21. Third-Party Inspection Companies

If an independent inspection company is engaged, that company acts as an independent service provider subject to its own engagement terms.

Crystallode remains responsible for exercising reasonable care in selecting and instructing a third-party inspector where Crystallode undertakes that responsibility, but does not guarantee the inspector's independent professional conclusions.

22. Laboratory Testing and Certification

Testing, certification, declarations of conformity, safety reports, material reports, or other compliance documents are included only where expressly agreed.

Where a third-party laboratory or certification body issues a report, the report is subject to that organization's scope, methodology, sample identity, and terms.

23. Product Compliance

The Client is responsible for informing Crystallode before supplier commitment of destination-market requirements that are material to the product, including applicable labeling, composition, safety, certification, packaging, import, or resale requirements.

Each party remains responsible for obligations that applicable law specifically places on that party.

Crystallode will not knowingly assist the Client in evading applicable product-safety, customs, sanctions, or other mandatory legal requirements.

24. Intellectual Property

The Client is responsible for ensuring that logos, trademarks, copyrighted materials, industrial designs, patents, artwork, packaging, or other protected materials supplied by the Client may lawfully be used for the project.

Unless intellectual-property clearance is expressly included in the Service Order, Crystallode does not provide a legal opinion that a supplier's product is free from third-party intellectual-property rights.

25. Confidentiality

Non-public commercial information exchanged in connection with a sourcing project should be treated as confidential where its confidential nature is reasonably apparent.

This may include:

• Custom quotations;
• Buying lists;
• Product specifications;
• Supplier information;
• Unpublished pricing;
• Custom designs;
• Production information.

This obligation does not apply to information that is public, independently developed, lawfully obtained from another source, or required to be disclosed by law.

26. Supplier Contact Information

Supplier identities, factory contacts, sourcing databases, and non-public supplier information may constitute Crystallode's confidential commercial information unless otherwise agreed.

Any exclusivity, non-circumvention, supplier-protection period, or direct-dealing restriction must be expressly stated in the applicable Service Order to be binding.

27. Client Communications and Approvals

Instructions and approvals may be given through the communication channels used for the project, including email, approved messaging platforms, purchase orders, invoices, or Shopify records.

The Client should promptly review requests for approval. Delays in approval may extend production, inspection, consolidation, or shipping schedules.

28. Records and Written Confirmations

Where commercially significant matters are discussed orally, either party may request written confirmation.

Electronic records, emails, electronic purchase instructions, and other retrievable data messages may be used as evidence of the parties' instructions and approvals to the extent permitted by applicable law.

29. Order Placement with Suppliers

Supplier orders will be placed according to the approved product, quantity, price, specification, payment terms, and other material conditions available at the time of confirmation.

If a supplier changes a material term before final commitment, Crystallode should obtain renewed Client approval where reasonably practicable.

30. Supplier Performance Risk

Crystallode will use commercially reasonable care in performing the agreed sourcing services, but does not guarantee independent third-party supplier performance.

Supplier risks may include delay, raw-material changes, production variation, financial distress, capacity issues, regulatory action, quality failures, or non-performance.

This section does not excuse Crystallode from responsibility for its own breach, negligence, unauthorized instructions, misrepresentation, or other liability that cannot legally be excluded.

31. Supplier Disputes

If a supplier dispute arises, Crystallode may assist with communication, evidence collection, negotiation, replacement discussions, or other commercially reasonable measures within the agreed service scope.

Unless Crystallode is itself the contractual seller or has separately guaranteed supplier performance, Crystallode does not automatically assume the supplier's independent refund, replacement, warranty, or damages obligations.

32. Cancellation Before Supplier Commitment

Before a binding supplier commitment or material third-party cost is incurred, the Client may request cancellation of the sourcing project.

Any refundable amount will be determined after deducting earned service fees and reasonable non-recoverable third-party costs, subject to the applicable Service Order and mandatory law.

33. Cancellation After Supplier Commitment

After a supplier order, production order, deposit, custom work, tooling, testing, inspection, packaging, or logistics booking becomes binding, cancellation is subject to the supplier's terms and the recoverability of third-party costs.

Crystallode will not retain recoverable third-party funds merely because the Client cancels, but may deduct amounts properly due for services performed and documented non-recoverable costs.

34. Refunds of Unused Project Funds

Where Crystallode holds unused project funds after reconciliation, any undisputed balance due to the Client will be returned using a commercially reasonable payment method, subject to legitimate banking, foreign-exchange, compliance, and transaction costs.

Refund timing may depend on recovery of funds from suppliers or other third parties where those funds have already been paid out with the Client's authority.

35. Consolidation and Warehousing

Where consolidation is included, Crystallode may coordinate receipt of goods from multiple suppliers, temporary storage, carton combination, repacking, labeling, weighing, or shipment preparation.

Special storage, long-term storage, hazardous goods, oversized goods, temperature-controlled goods, or other special handling must be disclosed and agreed in advance.

36. Packaging

Packaging requirements should be confirmed before shipment.

Additional protective packaging, wooden crates, pallets, custom cartons, retail-ready packaging, private labels, or other special packaging may result in additional cost, volumetric weight, or lead time.

37. Shipping and Logistics

International transportation, freight forwarding, courier services, customs brokerage, or insurance are included only where expressly agreed.

Quoted freight may depend on destination, actual weight, volumetric weight, chargeable weight, packaging, fuel surcharge, remote-area surcharge, customs requirements, route availability, and carrier pricing.

A freight estimate may require re-confirmation before shipment if shipment details or carrier charges change.

38. Incoterms® 2020

Where an Incoterm is used for a sale or shipment, it shall be interpreted according to Incoterms® 2020 published by the International Chamber of Commerce.

The relevant commercial document should identify both the Incoterm and the named place, port, or destination.

Use of a sourcing service does not by itself determine the Incoterm applicable to the underlying goods transaction.

39. Customs, Duties and Taxes

Unless the applicable Service Order, sales contract, or shipping quotation expressly provides otherwise, destination-country import customs clearance, duties, VAT/GST, brokerage charges, permits, and other import charges are the responsibility of the importer or recipient.

A shipment is not DDP merely because Crystallode arranges transportation.

DDP is available only where expressly confirmed and legally and operationally available.

40. Customs Information and HS Codes

Crystallode may provide product descriptions, invoice information, or suggested customs classification information as commercial assistance.

Unless a separate professional customs-classification service is expressly agreed, a suggested HS code is not a binding customs ruling.

Final classification and customs treatment remain subject to the competent customs authority.

41. Export Controls, Sanctions and Restricted Goods

Crystallode may refuse, suspend, or terminate a sourcing project where reasonably necessary to comply with export controls, sanctions, anti-money-laundering requirements, import restrictions, carrier restrictions, or other applicable laws.

The Client must not use the service to source unlawful, counterfeit, prohibited, controlled, or deceptively described goods.

42. Delivery and Schedule Estimates

Supplier lead times, inspection dates, consolidation dates, and shipping transit times are estimates unless expressly guaranteed in writing.

Delays may result from supplier production, customs, carrier disruption, port congestion, inspections, weather, government action, labor disruption, force majeure, or Client-caused delay.

43. Client-Caused Delay

If a project is delayed because the Client fails to provide payment, approval, specifications, shipping instructions, customs information, or another required action, the project schedule may be extended.

Reasonable additional storage, reinspection, rebooking, handling, supplier, or logistics costs caused by the delay may be charged after notice to the Client where permitted.

44. Claims and Evidence

If the Client believes that Crystallode's sourcing service has not been performed in accordance with the agreed scope, the Client should notify Crystallode promptly and provide reasonable supporting evidence.

For product-related claims, useful evidence may include:

• Order or project number;
• Photographs;
• Video;
• Quantity records;
• Packaging photographs;
• Shipping labels;
• Inspection reports;
• Laboratory reports where relevant.

45. Limitation of Liability

To the maximum extent permitted by applicable law, Crystallode will not be liable for indirect, incidental, special, punitive, or consequential losses arising from a sourcing project, including loss of anticipated profit, resale opportunity, revenue, business, or reputation, except where such limitation is prohibited by law.

Subject to liability that cannot legally be excluded or limited, Crystallode's aggregate liability arising from a specific sourcing service failure will not exceed the amount of service fees actually paid to Crystallode for the service giving rise to the claim.

The preceding cap does not apply where applicable law prohibits limitation, including where liability results from fraud, intentional misconduct, or other non-excludable conduct.

46. No Guarantee of Commercial Success

Crystallode does not guarantee that a sourced product will achieve a particular retail price, resale margin, market demand, sales volume, regulatory outcome, customs outcome, or commercial success.

The Client remains responsible for its own commercial decisions, resale pricing, inventory planning, marketing, and destination-market strategy.

47. Force Majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, government restrictions, sanctions, epidemics, major supply-chain interruption, port closure, transportation interruption, or similar events.

The affected party should take commercially reasonable measures to reduce the impact.

Payment obligations already due for services performed or third-party costs properly incurred are not automatically cancelled by a force majeure event.

48. Independent Parties and Subcontractors

Crystallode and the Client are independent contracting parties.

Nothing in these Sourcing Terms creates a partnership, joint venture, employment relationship, franchise, or general agency beyond any specific authority expressly granted for the sourcing project.

Crystallode may use employees, suppliers, inspection companies, logistics providers, professional advisers, and other subcontractors in performing the agreed services while remaining responsible for its own contractual obligations.

49. Governing Law

Unless the applicable Service Order expressly states another governing law, these Sourcing Terms and the relevant sourcing service shall be governed by the law applicable at the registered place of business of the Service Provider identified in the relevant quotation, invoice, or Service Order, without giving effect to conflict-of-laws principles that would require application of another law.

50. Dispute Resolution

The parties should first attempt in good faith to resolve a commercial dispute through direct negotiation.

If no settlement is reached and the applicable Service Order does not specify another dispute-resolution mechanism, the courts having jurisdiction over the registered place of business of the Service Provider identified in the relevant Service Order shall have exclusive jurisdiction to the extent such jurisdiction agreement is legally enforceable.

For substantial international projects, the parties may instead agree in writing to arbitration or another dispute-resolution mechanism.

51. Severability

If any provision of these Sourcing Terms is held invalid or unenforceable, the remaining provisions remain in effect.

The invalid provision will be interpreted or modified only to the minimum extent necessary to make it enforceable where permitted.

52. No Waiver

Failure by either party to enforce a contractual right on one occasion does not waive that right on another occasion.

53. Assignment

The Client may not transfer material rights or obligations under a confirmed sourcing project without Crystallode's written consent, except where applicable law provides otherwise.

Crystallode may assign or subcontract operational tasks where this does not materially reduce the protections or service obligations owed to the Client.

54. Entire Agreement and Priority

The applicable Service Order, accepted quotation, Proforma Invoice, purchase instruction, these Sourcing Terms, and other expressly incorporated documents constitute the agreement for the relevant sourcing project.

If documents conflict, a specifically negotiated written term for the individual project takes priority over these general Sourcing Terms.

Supplier-specific or product-specific specifications confirmed in writing take priority over general website descriptions.

55. Amendments

Changes to a confirmed sourcing project must be agreed in writing.

Crystallode may update these general Sourcing Terms for future projects. An updated website version does not retrospectively alter a project already confirmed unless both parties agree or applicable law requires the change.

56. Language

If these Sourcing Terms are translated into another language, the English version will prevail in the event of inconsistency, unless the applicable Service Order expressly provides otherwise or applicable law requires another result.

57. Notices and Project Communications

Questions, notices, claims, approvals, and instructions relating to a sourcing project should be submitted through the official Crystallode communication channel or the established business communication channel used for that project.

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