1. Parties and Structure

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

2. Appointment and Scope

HEFGRO appoints the Supplier as a non-exclusive supplying partner eligible to: (a) receive and respond to RFQs; (b) supply raw materials and products under confirmed Orders, whether to Buyers directly (Marketplace mode) or to HEFGRO as principal (Managed Procurement mode, where stated in the Order); and (c) list finished products in the e-commerce showcase, subject to the Marketplace & Acceptable Use Policy. Nothing obliges HEFGRO to allocate any minimum volume of business, and nothing creates exclusivity, agency, partnership or employment.

3. Onboarding, Verification and Continuing Disclosure

The Supplier shall provide, and keep current, accurate information including: legal entity details and registrations (e.g., GSTIN/VAT/TRN, import-export codes), product-specific licences and certifications, bank account details for settlement, beneficial ownership information, and quality system documentation. The Supplier authorises HEFGRO and its service providers to verify this information, run sanctions/watchlist and adverse-media screening, and conduct site or capability assessments where reasonably required. The Supplier shall notify HEFGRO within [7] days of any material change, including insolvency events, licence suspension, sanctions exposure or change of control.

4. Quotations and Orders

• Quotations submitted through the Platform must be accurate, deliverable and priced inclusive of all costs except those expressly excluded.
• A confirmed Order is binding. The Supplier shall supply strictly per the Order's specifications, quantity tolerances, packing, labelling, documentation, INCOTERMS and delivery schedule.
• Time is of the essence for delivery dates unless the Order states otherwise. The Supplier shall give immediate notice of any anticipated delay, with cause and recovery plan.

5. Quality, Inspection and Documentation

• Goods shall conform to the agreed specification, applicable mandatory standards of the destination market, and be new, genuine, free from defects and free from liens or third-party claims.
• The Supplier shall cooperate fully with the inspection agency named in the Order, at the agreed inspection point. Failure to pass agreed inspection entitles the Buyer/HEFGRO to the remedies in the Order (replacement, rectification, price adjustment or rejection).
• All certificates of origin, analysis, phytosanitary, safety, conformity and export documents must be genuine, complete and timely. Submission of forged or altered documents is a material breach justifying immediate termination and reporting to authorities.

6. Pricing, Commission and Settlement

• The Supplier shall pay HEFGRO the platform commission or service fee stated in the rate card or Order, deductible from settlement proceeds.
• Settlements are released from the Payment Protection System upon completion of the agreed milestone (by default, confirmed handover per the Order's INCOTERMS and expiry of the acceptance window), to the Supplier's verified bank account, within [3–5] business days of release trigger.
• The Supplier is responsible for its own taxes. Withholding obligations, GST/VAT treatment and invoicing requirements follow applicable law; the Supplier shall issue compliant tax invoices.

7. Supplier Code of Conduct

The Supplier shall, and shall ensure its subcontractors: comply with all applicable laws; prohibit child labour, forced labour and human trafficking; provide safe working conditions and lawful wages; refrain from bribery, kickbacks and facilitation payments; comply with environmental laws and manage hazardous materials lawfully; maintain confidentiality of Buyer and Platform information; and avoid conflicts of interest. HEFGRO may audit compliance on reasonable notice and may require corrective action plans. Material or uncorrected violations are grounds for immediate suspension or termination.

8. Anti-Circumvention

For transactions originated through the Platform, the Supplier shall not, during the term and for [12] months thereafter, directly or indirectly solicit or transact with a Buyer introduced through the Platform in order to avoid HEFGRO's fees. Breach entitles HEFGRO to recover the fees that would have been payable plus reasonable enforcement costs, without prejudice to other remedies.

9. Representations, Warranties and Indemnity

The Supplier represents and warrants on a continuing basis that: it holds all licences and consents required to manufacture, sell and export the goods; the goods and their sale do not infringe third-party intellectual property; its information on the Platform is accurate and not misleading; and neither it nor its beneficial owners are sanctioned persons. The Supplier shall indemnify HEFGRO and Buyers against losses arising from breach of this Agreement, defective or non-conforming goods, IP infringement, product liability claims, regulatory penalties caused by the Supplier, and fraud.

10. Fraud Protection, Suspension and Termination

HEFGRO may immediately and without prior notice suspend the Supplier's account, freeze pending settlements and remove listings where it reasonably suspects fraud, counterfeit goods, misrepresentation, corruption, bribery, money laundering or sanctions violations, pending investigation. Either party may terminate this Agreement for convenience on [30] days' notice (open Orders survive) or immediately for material breach, insolvency or compliance violation. Accrued obligations, indemnities, confidentiality and anti-circumvention survive termination.

11. Liability

The limitations of liability in the HEFGRO Terms and Conditions apply. The Supplier's liability for fraud, forged documentation, IP infringement, product liability and breach of the Code of Conduct or sanctions obligations is unlimited to the extent permitted by law.

12. 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.

13. Governing Law and Disputes

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

14. Execution

This Agreement is accepted electronically at onboarding and is effective from acceptance. hello@hefgro.com