1. Parties and Structure

This Buyer Agreement (the "Agreement") is between HEFGRO ("HEFGRO") and the entity registering as a buyer on the HEFGRO Platform (the "Buyer"). It incorporates by reference the HEFGRO Terms and Conditions, Payment Terms & Refund Policy, Privacy Policy, Trade Compliance Policy and Marketplace & Acceptable Use Policy. In case of conflict, this Agreement prevails for buyer-specific matters, and a confirmed Order prevails over both for that transaction.

2. Procurement Services

HEFGRO will provide the Buyer, as applicable per plan and Order: RFQ management and quote optimisation; supplier identification from HEFGRO's verified network; coordination of third-party quality inspection; logistics coordination under the agreed INCOTERMS; access to the Payment Protection System through licensed payment partners; and market insights. Advisory nature: supplier recommendations, market intelligence and price benchmarking are advisory only; final commercial decisions, specifications and suitability assessments remain solely the Buyer's responsibility, as set out in Sections 5.3–5.6 of the Terms and Conditions.

3. Buyer Obligations

The Buyer shall: provide complete and accurate specifications, quantities, quality standards, destination requirements and regulatory constraints in each RFQ and Order; hold all licences and permits required to purchase, import and use the goods (including import licences, end-use authorisations and product registrations of the destination market); take delivery per the Order and INCOTERMS and provide accurate delivery and customs information; inspect goods and raise claims within the acceptance window in the Order (default [7] days from delivery), supported by the agreed inspection evidence; and pay all amounts when due through the official Platform payment flows only.

4. Orders and Cancellation

A confirmed Order is binding on the Buyer. Cancellation rights and charges are as stated in the Order and the Payment Terms & Refund Policy: full refund (less disclosed non-recoverable third-party charges) before supplier confirmation/production; thereafter per the Order's cancellation schedule. The Buyer bears risks allocated to it under the agreed INCOTERMS, including import clearance, duties and destination-country compliance, except where the Order expressly provides otherwise.

5. Payment and Payment Protection

Payments are processed and protected as described in the Payment Terms & Refund Policy. Funds are held exclusively by licensed payment partners and released on milestone completion. The Buyer must not pay outside the Platform's official flows; HEFGRO bears no responsibility for off-platform payments. Late payments attract interest and possible suspension per the Payment Terms.

6. Claims and Remedies

For goods failing the agreed specification as evidenced by the agreed inspection mechanism, the Buyer's remedies are (in the order agreed in the Order): replacement, rectification, price adjustment, or refund of the affected amount from protected funds and/or the Supplier. For Marketplace transactions where HEFGRO is not the seller, claims regarding the goods lie against the Supplier; HEFGRO will operate the structured claims process and hold disputed protected funds pending resolution. Cargo insurance claims follow the insurer's policy terms with HEFGRO's reasonable assistance.

7. Compliance

The Buyer shall comply with the Trade Compliance Policy, including sanctions, export/import controls, anti-bribery and AML requirements, and warrants that it and its beneficial owners are not sanctioned persons and that goods will not be diverted to embargoed destinations, prohibited end-users or prohibited end-uses. HEFGRO may decline, suspend or unwind transactions for compliance reasons without liability.

8. Anti-Circumvention

For suppliers introduced through the Platform, the Buyer shall not, during the term and for [12] months thereafter, transact directly with such suppliers in order to avoid HEFGRO's fees for transactions of the same nature, failing which HEFGRO may recover the fees that would have been payable.

9. Liability, Term and Termination

The warranties, disclaimers and limitations of liability in the HEFGRO Terms and Conditions (including the Platform-claims cap and the principal-Order exception) apply. Either party may terminate on [30] days' notice (open Orders survive) or immediately for material breach, insolvency or compliance violation. HEFGRO may suspend immediately for suspected fraud or compliance risk.

10. Force Majeure

Neither party is liable for delay or failure to perform (other than payment for goods or services already delivered) caused by events beyond its reasonable control, including: acts of God and natural disasters; war, armed conflict, terrorism and civil unrest; epidemics and pandemics; strikes and labour disputes; government action, orders and restrictions; imposition or change of export bans, import restrictions, sanctions, embargoes, tariffs or quotas; port congestion, port closures and shipping disruptions; cyber attacks and ransomware events affecting a party despite reasonable security; and internet, telecommunications, utility or third-party cloud or hosting outages. The affected party must notify the other promptly, mitigate, and resume performance as soon as practicable. If a force majeure event continues for more than [60] days, either party may terminate the affected Order without further liability except settlement of amounts due for performance already rendered.

11. Governing Law and Disputes

Governing law and the tiered arbitration mechanism (India-seated arbitration at namakkal for domestic disputes) are as set out in Section 21 of the HEFGRO Terms and Conditions and apply to this Agreement.

12. Execution

This Agreement is accepted electronically at onboarding and is effective from acceptance. HEFGRO, Tamil Nadu, India | hello@hefgro.com