PCS WIRELESS LLC

PURCHASE TERMS AND CONDITIONS

Buy-side version — effective July 2026

These purchase terms and conditions (“Terms”) govern every purchase, acquisition and inbound shipment of Products by PCS Wireless, LLC and its subsidiaries and affiliates (“Purchaser” or “PCS”) from a supplier (“Seller”), unless the Parties have signed a separate written agreement that expressly governs the purchase. Purchaser and Seller are each a “Party” and together the “Parties.”

Business-to-business only.  These Terms apply solely to transactions between businesses. Each Party represents that it enters into the transaction in the course of its trade or business.

Purchaser’s terms control.  Each purchase is governed exclusively by these Terms and Purchaser’s Purchase Order. Seller accepts these Terms on the first to occur of: (i) acknowledging or accepting a Purchase Order (in writing, electronically or by conduct); (ii) shipping or delivering any Product against a Purchase Order; or (iii) accepting payment under a Purchase Order. No signature, countersignature or other formality is required for these Terms to be binding on Seller, and each of the foregoing acts constitutes Seller’s acceptance of, and agreement to, these Terms. Any different or additional terms proposed by Seller, including in a quotation, acknowledgment, invoice or other document, are expressly rejected and of no effect, even if Purchaser does not object and even if Purchaser accepts or pays for the Products.

These Terms, together with the applicable Purchase Order, are the entire agreement between the Parties regarding the purchase of Products and supersede all prior agreements and understandings, whether oral or written.

1. ACCEPTANCE OF TERMS

1.1 These Terms govern PCS’ purchase of Products from Seller. If Seller does not agree to these Terms, it must not accept a Purchase Order or ship Products to PCS.

2. DEFINITIONS

2.1 “Confidential Information” means any non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) concerning the Discloser’s business, including intellectual property, technology, pricing, costs, customer and vendor lists, finances, marketing, business opportunities, personnel and know-how, in any form, whether or not marked “confidential.” It does not include information that: (1) is or becomes public through no fault of the Recipient; (2) the Recipient can prove by written evidence it lawfully held before disclosure; (3) the Recipient independently develops without use of the Discloser’s Confidential Information; (4) the Recipient lawfully obtains from a third party free to disclose it; or (5) is required to be disclosed by law, provided the Recipient gives prompt notice where legally permitted.

2.2 “Purchaser” or “PCS” means PCS Wireless, LLC or the subsidiary or affiliate identified as the buyer on the Purchase Order.

2.3 “Seller” means the person, business or company selling, transferring or shipping the Products to Purchaser, as identified on the Purchase Order or in the signature block below.

2.4 “Intellectual Property” means all patents, trademarks, trade names, designs, copyright and other intellectual property rights, whether registered or unregistered.

2.5 “Products” means any products including cellular and mobile telephones, tablets, laptop computers, accessories and related products or services sold, transferred or shipped by Seller to Purchaser and described in a Purchase Order, whether new, preowned, refurbished or graded.

2.6 “Purchase Order” means Purchaser’s written order to Seller to purchase Products (email acceptable), including any specifications, quantities, prices and delivery requirements stated in it.

2.7 “Invoice” means Seller’s written request for payment for Products delivered under a Purchase Order.

3. ORDERS

3.1 Purchaser may issue Purchase Orders from time to time. Purchaser is not obligated to purchase any minimum quantity, and no forecast or estimate is a commitment to purchase.

3.2 Seller shall acknowledge each Purchase Order within two (2) business days. Seller is deemed to accept a Purchase Order on the first to occur of written acknowledgment or shipment of any Product under it.

3.3 Purchaser may cancel or modify a Purchase Order at any time before shipment without charge or liability.

3.4 Seller shall deliver conforming Products by the delivery date stated in the Purchase Order. Time is of the essence. If Seller cannot meet the delivery date it shall promptly notify Purchaser, and Purchaser may then extend the date, cancel the affected Purchase Order and receive a refund of amounts paid, and/or procure substitute goods and recover from Seller the excess cost of cover.

3.5 Seller shall not substitute Products, ship partial lots, or ship in advance of schedule without Purchaser’s prior written consent.

4. PAYMENT

4.1 Prices are as stated in the Purchase Order and are firm and all-inclusive. Unless the Purchase Order states otherwise, prices include all packaging, freight, insurance, duties and other charges, except any sales or value-added tax that Purchaser is legally required to pay.

4.2 Purchaser shall pay each undisputed Invoice within sixty (60) days after the later of (i) receipt of the Invoice or (ii) receipt and acceptance of the conforming Products, unless the Parties otherwise agree in writing.

4.3 Neither payment nor receipt of an Invoice constitutes acceptance of the Products, and payment is without prejudice to Purchaser’s rights and remedies.

4.4 Purchaser may withhold payment of any amount disputed in good faith and may set off against amounts owing to Seller any amount Seller owes to Purchaser under these Terms or otherwise.

4.5 Each Party is responsible for its own income taxes. Seller is responsible for all taxes arising from its sale of the Products except those Purchaser is legally required to pay.

4.6 Currency and charges. Unless the Purchase Order states otherwise, all prices and payments are in U.S. Dollars, Seller bears all currency-conversion, bank, wire and transfer charges, and Purchaser bears no exchange-rate risk.

4.7 Withholding and tax documentation. Purchaser may deduct and withhold from any payment any tax it is required by law to withhold, and any amount so withheld is treated as paid to Seller; Purchaser is not required to gross up any payment. Seller shall promptly provide any tax documentation Purchaser reasonably requests (including a valid IRS Form W-8 or W-9) to establish Seller’s status and any reduced rate of withholding.

5. DELIVERY

5.1 Unless the Purchase Order states otherwise, Seller shall deliver the Products DDP Purchaser’s designated facility (Incoterms 2020). Seller bears all transport, insurance and handling costs and the risk of loss until the Products are delivered to and accepted by Purchaser at that facility.

5.2 Seller shall deliver on the dates and in the quantities stated in the Purchase Order. Time is of the essence, and no partial or advance shipments are permitted without Purchaser’s prior written consent.

5.3 Each shipment shall include a packing list identifying the Purchase Order number, the Products and the quantities shipped.

5.4 Cross-border shipments. For Products shipped from outside the United States, Seller acts as exporter of record in the country of origin and as importer of record into the United States, and is responsible for all export and import clearance, customs duties, tariffs, taxes, brokerage and related compliance. Seller shall provide all documentation Purchaser reasonably requires (including a commercial invoice, packing list, country-of-origin marking, HTS classification and any certificate of origin) and shall ensure that the Products may be lawfully imported into, and resold in, the United States. If Seller cannot act as U.S. importer of record, the Parties shall agree an alternative in writing before shipment, and Seller shall remain responsible for all duties, tariffs, taxes and import costs.

6. TITLE AND RISK OF LOSS

6.1 Risk of loss remains with Seller until the Products are delivered to and accepted by Purchaser at the facility designated in the Purchase Order.

6.2 Title to the Products passes to Purchaser free and clear of all liens, security interests, pledges, claims and encumbrances upon the earlier of delivery or payment. Seller warrants that it can convey, and does convey, good and marketable title.

6.3 Risk of loss and title to any Products rejected or returned by Purchaser pass back to Seller upon Purchaser’s notice of rejection or return, and Seller bears the cost and risk of the return.

7. INSPECTION AND ACCEPTANCE

7.1 Purchaser may inspect and test the Products at any reasonable time. Neither payment, receipt, nor inspection constitutes acceptance.

7.2 Purchaser shall have twenty (20) days after receipt of a shipment to inspect the Products for conformity with the Purchase Order (the “Inspection Period”). Products are not deemed accepted until Purchaser has had the full Inspection Period without giving notice of nonconformity.

7.3 If Products fail to conform, Purchaser may, at its sole option and in addition to its other remedies: (a) reject and return them for a full refund of all amounts paid, including freight; (b) require Seller, at Seller’s cost, to replace or repair them within a reasonable time; or (c) accept them at an equitably reduced price.

7.4 Purchaser may revoke acceptance of Products that have latent defects or nonconformities not reasonably discoverable during the Inspection Period, within a reasonable time after discovery, and exercise the remedies in Section 7.3.

8. RETURNS AND REMEDIES

8.1 Purchaser may return nonconforming Products to Seller at Seller’s cost and risk. Seller shall refund all amounts paid for returned Products within thirty (30) days of return, or replace them at Purchaser’s election.

8.2 Purchaser’s remedies under these Terms are cumulative and in addition to all remedies available at law or in equity.

8.3 Seller is responsible for any defect in, or nonconformity of, the Products, including those arising from Seller’s handling, storage, refurbishment, grading, packaging or transport, or from noncompliance with the Purchase Order specifications.

9. FORCE MAJEURE

9.1 Neither Party is liable for delay or failure in performance (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil disturbance, governmental order, embargo, sanctions or change of law, cyber-attack, or utility or telecommunications failure. The affected Party shall promptly notify the other. If the event continues for thirty (30) days, Purchaser may cancel the affected Purchase Orders without penalty, and Seller shall refund amounts paid for undelivered Products.

10. CANCELLATION

10.1 Purchaser may cancel any Purchase Order, in whole or in part, at any time before shipment, without charge or liability.

10.2 Either Party may terminate the purchasing relationship on thirty (30) days’ written notice. Termination does not affect Purchase Orders already accepted, which remain governed by these Terms.

11. DEFAULT OF SELLER

11.1 Without prejudice to its other rights, if Seller breaches these Terms or a Purchase Order, or becomes insolvent, enters bankruptcy or similar proceedings, or ceases trading, Purchaser may, at its discretion and without further liability: (a) cancel any accepted but unfulfilled Purchase Order; (b) procure substitute goods and recover the excess cost of cover from Seller; (c) withhold payment and set off amounts owing; and/or (d) terminate the relationship without notice.

12. WARRANTIES; LIMITATION OF LIABILITY

12.1 Seller represents and warrants that, at delivery the Products: (a) conform to the Purchase Order specifications, descriptions, grades and any samples; (b) are genuine and authentic, are not counterfeit, and are lawfully sourced; (c) are free of all liens and encumbrances, and Seller conveys good and marketable title; (d) were supplied and processed in compliance with all applicable laws; and (e) where applicable, have had all consumer and personal data securely erased to a recognized standard (e.g., NIST SP 800-88) before delivery; and (i) comply with all U.S. federal, state and local laws and regulations applicable to their import, sale and resale, including applicable U.S. Federal Communications Commission (FCC), Consumer Product Safety Commission (CPSC), product-safety, labeling and lithium-battery transport requirements.

12.2 These warranties are in addition to any warranties implied by law and survive inspection, acceptance, payment and resale.

12.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS. THIS LIMITATION DOES NOT APPLY TO, AND NO LIABILITY CAP APPLIES TO, SELLER’S INDEMNIFICATION OBLIGATIONS, BREACH OF THE WARRANTY OF TITLE OR LAWFUL SOURCING, INTELLECTUAL-PROPERTY INFRINGEMENT, BREACH OF CONFIDENTIALITY, A DATA BREACH, OR SELLER’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

12.4 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by a Party’s negligence, or for fraud. Where any exclusion or limitation is held unenforceable, it applies to the maximum extent permitted by law and the remainder stays in force.

13. INTELLECTUAL PROPERTY

13.1 Seller warrants that it has not modified the Products in any way to cause the Products to infringe any third party’s Intellectual Property.

13.2 Seller shall defend, indemnify and hold Purchaser harmless from any claim that the Products infringe a third party’s Intellectual Property due to Seller’s acts or omissions and, at Seller’s cost, shall either procure for Purchaser the right to continue using and reselling the Products, replace them with non-infringing equivalents, or refund the amounts paid.

13.3 Nothing in these Terms transfers any of Purchaser’s Intellectual Property to Seller. Purchaser may use manufacturers’ trademarks and trade names solely as necessary to resell the Products, consistent with the first-sale doctrine and applicable law.

14. CONFIDENTIALITY

14.1 During the relationship and for two (2) years after the last transaction, each Party shall keep the other’s Confidential Information strictly confidential, use it only for the purpose of the Parties’ dealings, and not disclose it to any third party without the Discloser’s consent, except to its personnel and advisers who need it and are bound by equivalent obligations.

14.2 If a Party is legally compelled to disclose Confidential Information, it shall (where lawful) give the other Party prompt notice and reasonable cooperation to seek a protective order. All Confidential Information remains the property of the Discloser; no license is granted except as expressly stated.

14.3 On the Discloser’s request or on termination, the Recipient shall return or destroy all Confidential Information, except copies required by law or retained in routine electronic back-ups, which remain subject to confidentiality. Each Party agrees that a breach of this Section may cause irreparable harm and that the other Party may seek injunctive relief in addition to its other remedies.

15. COMPLIANCE; LAWFUL SOURCING; EXPORT & ANTI-CORRUPTION

15.1 Seller warrants that all Products are lawfully sourced and acquired; are not stolen, counterfeit or blacklisted; are free of any undischarged security interest or third-party claim; and, for mobile devices, are not reported lost or stolen and are free of carrier locks, activation locks or similar restrictions unless disclosed in writing before purchase.

15.2 Seller warrants that the Products were sourced, processed and supplied in compliance with all applicable laws, including export, import and customs laws; economic and trade sanctions and embargoes (including those administered by the U.S. (OFAC and BIS), the UN, the EU and the UK (OFSI)); anti-bribery, anti-corruption and anti-money-laundering laws (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010); and applicable data-protection laws (including the GDPR, UK GDPR and CCPA/CPRA).

15.3 Seller warrants that all consumer and personal data has been securely erased before delivery to a recognized standard, and that its sourcing, refurbishment, grading and disposal comply with applicable environmental laws and recognized standards (e.g., R2v3, e-Stewards, ISO 14001, NAID AAA and the EU WEEE Directive where applicable).

15.4 Seller shall indemnify Purchaser for any liability arising from breach of this Section.

15.5 Forced and child labor. Seller warrants that neither the Products nor any of their components or materials were mined, produced or manufactured, in whole or in part, with forced, prison, indentured, bonded or child labor, and that they comply with the U.S. Uyghur Forced Labor Prevention Act and the prohibition on importing goods made with forced labor (19 U.S.C. § 1307). Seller shall provide supply-chain tracing information on Purchaser’s request.

15.6 Restricted parties and origin. Seller warrants that neither it nor any of its owners, affiliates or personnel involved in the transaction is listed on, or owned or controlled by a person listed on, any U.S., UN, EU or UK restricted-, denied- or sanctioned-party list, and that no Product originates from a comprehensively sanctioned or embargoed country or region. Seller shall provide, on Purchaser’s request, conflict-minerals due-diligence information consistent with applicable law.

16. RELATIONSHIP

16.1 The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other or use the other’s name or Intellectual Property without prior written consent (except Purchaser’s resale rights under Section 13.3).

17. ARBITRATION; GOVERNING LAW; JURISDICTION; JURY & CLASS WAIVER

17.1 The Parties will resolve all disputes by final, binding and confidential arbitration before a single arbitrator. For disputes where Seller is U.S.-based, arbitration is under the U.S. Federal Arbitration Act and the AAA Commercial Arbitration Rules; for disputes involving a non-U.S. Seller, arbitration is under the Rules of the AAA’s International Centre for Dispute Resolution (ICDR). The seat and venue is Morris County, New Jersey, USA, and the language is English. Judgment on the award may be entered in any court of competent jurisdiction. The Parties intend that any arbitral award be recognized and enforced under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

17.2 Each Party shall bear its own costs of arbitration and share the arbitrator’s fees equally, provided that the arbitrator may award the prevailing Party its reasonable costs and attorneys’ fees.

17.3 All disputes will be arbitrated only on an individual basis; class, collective and representative proceedings are waived to the fullest extent permitted by law.

17.4 Any matter not subject to arbitration is governed by the laws of the State of New Jersey, without regard to conflict-of-laws rules, and the Parties submit to the exclusive jurisdiction of the state and federal courts located in Morris County, New Jersey. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply.

17.5 TO THE EXTENT ANY MATTER IS HEARD IN COURT, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL, KNOWINGLY AND VOLUNTARILY.

18. INDEMNIFICATION

18.1 Seller shall defend, indemnify and hold harmless Purchaser and its affiliates, and their respective directors, officers, employees, contractors, agents, successors and assigns, from all claims, demands, proceedings, damages, liabilities, penalties and expenses (including reasonable attorneys’ fees) arising from: (a) Seller’s breach of these Terms or any warranty; (b) any defect in, or nonconformity of, the Products; (c) any claim that the Products are stolen, counterfeit, unlawfully sourced or infringe a third party’s Intellectual Property; (d) Seller’s violation of any export, sanctions, anti-corruption, environmental, data-protection or other applicable law; (e) any personal injury, death or property damage caused by the Products; and (f) any consumer or personal data not securely erased before delivery.

18.2 Insurance. Seller shall maintain, with reputable insurers, commercial general liability and product-liability insurance adequate to cover its obligations under these Terms (and not less than any amount stated in the Purchase Order), and shall provide certificates of insurance on Purchaser’s request.

19. GENERAL

19.1 Amendments. Purchaser may amend these Terms prospectively by notice; the amended Terms apply to Purchase Orders issued after the change. Terms applicable to an already-accepted Purchase Order may be changed only by a writing signed by the Parties.

19.2 Severability. If any provision is invalid or unenforceable, it is read down or severed to the minimum extent necessary and the remaining provisions continue in full force.

19.3 Waiver. A Party’s failure or delay in enforcing any provision is not a waiver of its right to enforce it later.

19.4 Assignment. Seller may not assign its rights or obligations without Purchaser’s prior written consent. Purchaser may assign these Terms to an affiliate or successor.

19.5 Costs. In any action or proceeding under these Terms, the prevailing Party may recover its reasonable costs and attorneys’ fees.

19.6 Notices to Purchaser. Notices to Purchaser must be in writing and delivered by certified or registered mail, recognized courier or by hand; email notice is effective only if receipt is confirmed by the recipient. PCS Wireless, LLC, 11 Vreeland Road, Florham Park, NJ 07932, USA, Attn: Legal Department, legal@pcsww.com.

19.7 Entire agreement; no third-party beneficiaries; language; survival. These Terms with the Purchase Order are the entire agreement and supersede prior dealings. There are no third-party beneficiaries. The English-language version controls. Provisions that by their nature should survive (including Sections 6, 7, 8, 12, 13, 14, 15, 17 and 18) survive termination. Seller waives any objection or defense based on unfamiliarity with the English language.