Terms & Conditions.

PROCUREX is designed as a physical and digital agricultural commerce ecosystem connecting participants across the agricultural value chain.

Depending on the Service, PROCUREX may act as:

• A technology and platform provider
• A marketplace facilitator
• A procurement facilitator
• A transaction facilitator
• A service coordinator
• An information and intelligence provider
• A connector between buyers, sellers and ecosystem partners

In certain transactions, the underlying goods or services may be supplied directly by independent third parties. The specific role of PROCUREX may vary by product, service and transaction.

You may use the Services only if you are legally capable of entering into a binding agreement under applicable law.

Where you use the Services on behalf of a company, partnership, organization or other legal entity, you represent and warrant that you have the authority to bind that entity.

PROCUREX may require additional verification before permitting access to certain Services.

Certain Services may require you to create an account. You agree to:

• Provide accurate and complete information
• Keep your information current
• Maintain the confidentiality of your login credentials
• Prevent unauthorized access to your account
• Notify us promptly of suspected unauthorized use
• Use the account only for legitimate purposes

You are responsible for activity conducted through your account unless you can establish that such activity occurred without your authorization and despite reasonable security measures.

To protect the integrity of the ecosystem, PROCUREX may conduct business verification, identity verification, KYC, KYB or other due-diligence procedures.

Depending on the Service, we may request:

• Government-issued identification
• Business registration information
• Tax information
• Bank account information
• Business address
• Licenses or permits
• Commodity-related documentation
• Ownership or authorized representative information
• Other information reasonably required for verification

We may refuse, suspend or restrict access where verification cannot be satisfactorily completed.

PROCUREX may enable buyers, sellers, suppliers, traders, processors, exporters and other participants to interact and conduct commercial transactions.

Users are responsible for conducting appropriate commercial due diligence before entering into transactions. Information provided by third-party participants may not always be independently verified in full.

Commodity listings may include information such as:

• Commodity name
• Variety
• Grade
• Quality
• Quantity
• Location
• Price
• Availability
• Packaging
• Delivery terms
• Seller information
• Images or supporting documents

Participants are responsible for ensuring that information submitted by them is accurate and not misleading. PROCUREX may modify, reject, suspend or remove listings that violate these Terms or applicable law.

Agricultural commodities can vary because of:

• Seasonality
• Natural characteristics
• Moisture
• Handling
• Storage
• Transportation
• Market conditions
• Harvest conditions
• Quality tolerances

Unless a specific contractual specification states otherwise, commercially reasonable tolerances may apply. Buyers and sellers should carefully review the agreed specifications before confirming a transaction.

Depending on the Service, transactions may involve:

• Requests for quotation
• Offers
• Counteroffers
• Purchase orders
• Sales orders
• Contracts
• Digital confirmations
• Payment instructions
• Delivery instructions

A transaction becomes binding only when the applicable confirmation or contractual conditions have been satisfied. PROCUREX may establish transaction-specific terms that supplement or override general provisions of these Terms to the extent permitted by law.

Prices displayed on the platform may be:

• Indicative
• Market-based
• Seller-provided
• Buyer-requested
• Subject to negotiation
• Subject to quantity
• Subject to quality
• Subject to delivery location
• Subject to applicable taxes, duties or charges

Unless expressly stated otherwise, displayed prices should not automatically be interpreted as final delivered prices. Prices may change before a transaction is formally confirmed.

Payments may be processed through:

• Banks
• Payment gateways
• Escrow providers
• Financial institutions
• Other authorized payment or settlement providers

Users agree to provide accurate payment information and comply with applicable payment procedures. PROCUREX may suspend or delay transactions where payment verification, fraud prevention, regulatory review or other legitimate checks are required.

Where escrow or structured settlement services are offered, additional terms may apply. Funds may be released only after specified conditions are satisfied.

These conditions may include:

• Buyer confirmation
• Delivery confirmation
• Inspection
• Quality verification
• Documentation
• Dispute resolution
• Other transaction-specific requirements

Where escrow or financial services are provided by an independent regulated institution, that institution's terms will also apply.

PROCUREX may connect eligible users or transactions with financial institutions or other appropriately authorized providers.

PROCUREX does not guarantee:

• Loan approval
• Credit availability
• Interest rates
• Insurance approval
• Financing limits
• Credit terms

Financial services may be subject to separate agreements, eligibility criteria and regulatory requirements. PROCUREX does not itself provide regulated financial services unless expressly authorized and stated otherwise.

PROCUREX may facilitate quality inspection, testing, grading, sampling or verification services. Such services may be performed by independent inspection agencies, laboratories or other qualified providers.

Unless expressly guaranteed in writing, verification services do not constitute an absolute guarantee that a commodity will be free from every defect or variation. Users remain responsible for reviewing relevant quality specifications and documentation.

Weight and quantity may be determined using:

• Certified weighing equipment
• Warehouse records
• Delivery records
• Inspection reports
• Agreed measurement procedures
• Other commercially accepted methods

Where a dispute arises, the applicable transaction terms will determine the measurement and verification process.

Where PROCUREX facilitates warehousing, the warehouse operator may be an independent third-party provider.

Storage may be subject to:

• Storage agreements
• Warehouse rules
• Storage fees
• Handling charges
• Insurance requirements
• Commodity-specific conditions
• Warehouse receipt conditions

PROCUREX is not responsible for loss, deterioration or damage caused by a warehouse operator except to the extent expressly assumed under a separate agreement or required by law.

Where logistics services are facilitated through the platform, transportation may be performed by independent logistics providers. Delivery dates and timelines may be estimates unless expressly guaranteed.

Delays may occur because of:

• Weather
• Traffic
• Vehicle availability
• Road conditions
• Port conditions
• Regulatory restrictions
• Natural disasters
• Strikes
• Force majeure
• Other circumstances beyond reasonable control

Users should review applicable logistics terms before confirming a transaction.

International transactions may be subject to:

• Import and export laws
• Customs requirements
• Sanctions
• Trade restrictions
• Product-specific regulations
• Phytosanitary requirements
• Quality standards
• Documentation requirements
• Duties and taxes
• Foreign exchange requirements

Users are responsible for ensuring that their transactions comply with applicable laws and regulations. PROCUREX does not guarantee that an international transaction will receive customs clearance or regulatory approval.

You agree to use the Services lawfully and responsibly. You must not:

• Provide false or misleading information
• Impersonate another person or business
• Conduct fraudulent transactions
• Manipulate listings or market information
• Use the platform for illegal activities
• Attempt to circumvent platform security
• Upload malicious software
• Interfere with platform operations
• Scrape or systematically collect platform data without authorization
• Abuse other users
• Use the Services to facilitate prohibited transactions
• Violate applicable laws or regulations

PROCUREX may prohibit or restrict transactions involving:

• Illegal goods
• Fraudulent goods
• Stolen goods
• Counterfeit goods
• Restricted agricultural commodities
• Prohibited financial activities
• Sanctioned parties
• Transactions prohibited by applicable law

We may suspend or terminate accounts associated with prohibited activities.

All intellectual property associated with PROCUREX, including:

• Brand names
• Logos
• Trademarks
• Website design
• Platform software
• Text
• Graphics
• Databases
• Interfaces
• Content
• Documentation

is owned by or licensed to PROCUREX unless otherwise stated. You may not reproduce, modify, distribute, reverse engineer, publish or commercially exploit our intellectual property without prior written permission.

Users may submit:

• Business information
• Commodity listings
• Images
• Documents
• Reviews
• Messages
• Product information
• Other content

You remain responsible for the legality, accuracy and ownership of content you submit.

By submitting content, you grant PROCUREX a non-exclusive, worldwide, royalty-free license to use, reproduce, store, display and process that content as reasonably necessary to operate and improve the Services.

Users may receive confidential business information through the platform.

You agree not to misuse, disclose or commercially exploit confidential information belonging to another participant without authorization.

Confidentiality obligations may also be governed by separate agreements between participants.

PROCUREX may provide:

• Market data
• Commodity prices
• Market trends
• Supply information
• Demand information
• Trade information
• Analytics
• Reports
• Forecasts
• Insights

Such information is provided for general commercial and informational purposes. Market information may change rapidly and may contain estimates or third-party information.

Information provided through PROCUREX should not be interpreted as:

• Investment advice
• Financial advice
• Legal advice
• Tax advice
• Commodity trading advice
• Guaranteed market forecasts

Users should obtain independent professional advice where appropriate.

The platform may integrate with or provide access to third-party services, including:

• Payment providers
• Banks
• Financial institutions
• Warehouses
• Logistics providers
• Inspection agencies
• Laboratories
• Insurance providers
• Export service providers
• Technology providers

Third-party services may be governed by separate terms and privacy policies. PROCUREX is not responsible for the independent acts, omissions, policies or performance of third-party providers except where otherwise required by law or expressly agreed.

Certain Services may involve:

• Transaction fees
• Platform fees
• Subscription fees
• Listing fees
• Service charges
• Logistics charges
• Warehousing charges
• Inspection fees
• Processing fees
• Other applicable charges

Applicable fees will be communicated through the relevant Service or transaction. Taxes and statutory charges may apply.

Cancellation and refund rights are governed by our applicable Refund & Cancellation Policy and the terms of the specific transaction.

Because agricultural commodities and physical services may involve operational commitments, certain transactions may be non-cancellable or non-refundable. Users should review applicable transaction-specific terms before confirming an order.

Where buyers, sellers or other participants enter into a direct commercial transaction, they may be primarily responsible for resolving disputes between themselves according to their agreement.

PROCUREX may provide dispute-support mechanisms where available. PROCUREX does not automatically become a party to every transaction conducted between users.

We aim to maintain reliable access to our Services but do not guarantee uninterrupted availability.

The platform may occasionally be unavailable due to:

• Maintenance
• Updates
• Technical failures
• Security incidents
• Network failures
• Third-party service interruptions
• Force majeure
• Other operational circumstances

We may modify, suspend or discontinue portions of the Services where reasonably necessary.

To the maximum extent permitted by applicable law, the Services are provided on an “as available” and “as is” basis.

We do not guarantee that:

• The platform will always be available
• All listings will be accurate
• Every supplier or buyer will perform as expected
• Every transaction will be completed
• Market information will always be accurate
• Commodity availability will remain unchanged
• Prices will remain unchanged
• Delivery will occur at a particular time
• Financing will be approved
• Export or import transactions will receive regulatory approval

Nothing in these Terms excludes rights or protections that cannot legally be excluded.

To the maximum extent permitted by applicable law, PROCUREX will not be liable for indirect, incidental, special, consequential or punitive losses arising from use of the Services.

This may include loss of:

• Profits
• Revenue
• Business opportunities
• Data
• Contracts
• Expected savings
• Commercial opportunities

Our liability, where legally permitted, may be limited to the amount paid by the relevant user to PROCUREX for the specific Service giving rise to the claim during the applicable period. Nothing in these Terms limits liability that cannot legally be limited or excluded.

To the extent permitted by law, you agree to indemnify and hold harmless PROCUREX, its affiliates, directors, officers, employees, agents and service providers from claims, losses, liabilities, damages, costs and expenses arising from:

• Your violation of these Terms
• Your unlawful activities
• Fraudulent or misleading information supplied by you
• Your violation of another party's rights
• Your misuse of the Services
• Your breach of applicable law
• Transactions entered into by you with other users

We may suspend, restrict or terminate access to the Services where reasonably necessary, including if:

• You breach these Terms
• You provide false information
• You engage in fraudulent activity
• You violate applicable law
• Your account creates security risks
• You misuse the platform
• Your account remains inactive where applicable
• Required verification cannot be completed
• We are legally required to do so

Termination does not automatically extinguish obligations that arose before termination.

Your use of the Services is also subject to our Privacy Policy. The Privacy Policy explains how we collect, use, store and process personal information.

Users should review the Privacy Policy before using the Services.

By using the Services, you agree that we may communicate with you electronically regarding:

• Account activity
• Transactions
• Orders
• Payments
• Security
• Platform updates
• Service notifications
• Customer support
• Other operational matters

Electronic communications may satisfy legal communication requirements where permitted by applicable law.

We may update these Terms from time to time. Changes may be made to reflect:

• New Services
• Platform improvements
• Business changes
• Regulatory requirements
• Security requirements
• Changes in applicable law

Updated Terms will be published on the platform with a revised “Last Updated” date. Your continued use of the Services after the updated Terms become effective constitutes acceptance of the revised Terms, to the extent permitted by law.

These Terms shall be governed by and interpreted in accordance with applicable laws.

For the India operations of PROCUREX, Indian law may apply, subject to the specific contractual arrangement and applicable legal requirements.

Where a separate commercial agreement specifies governing law or jurisdiction, that agreement may apply to the relevant transaction.

The parties should first attempt to resolve disputes through good-faith discussions.

Where applicable, disputes may be subject to mediation, arbitration or proceedings before competent courts as specified in the relevant agreement.

The applicable jurisdiction, arbitration mechanism and dispute-resolution procedure should be specified in the relevant commercial agreement or transaction terms.

If any provision of these Terms is determined to be invalid, illegal or unenforceable, that provision will be limited or removed to the minimum extent necessary.

The remaining provisions will continue to remain in effect.

These Terms, together with applicable transaction terms, policies, agreements and documents incorporated by reference, constitute the agreement governing your use of the Services.

Where there is a conflict between these Terms and a specific written commercial agreement, the specific agreement will prevail to the extent of the conflict.