B2B Marketplace General Terms

Preamble

Agrobridge is a B2B digital platform dedicated to the international agricultural and agri-food sector.

The platform aims to facilitate business relationships between producers, farmers, cooperatives, exporters, wholesalers, importers, distributors, and other professionals in the agri-food sector.

Agrobridge provides tools that in particular enable professionals to showcase their products, search for business opportunities, identify potential partners, communicate, negotiate, and, where the corresponding features are available, initiate or manage commercial transactions.

Unless expressly stated otherwise, Agrobridge is neither a seller nor a reseller and does not own the products offered by its users.

Sales contracts are concluded directly between the professionals concerned.

Article 1 — Purpose and scope

These B2B Marketplace General Terms (the "Marketplace Terms") set out the conditions of access to and use of the commercial services offered by Agrobridge.

They apply to all professionals who:

• create an account on Agrobridge;
• publish an offer;
• search for a product or supplier;
• publish a purchase request;
• contact another professional user;
• use the matching or recommendation tools;
• place an order where this feature is available;
• use the payment, messaging, or tracking services offered by Agrobridge.

Agrobridge is primarily intended for professionals acting within the scope of their commercial activity.

By using the platform, the user represents that they are acting for professional purposes and have the legal capacity necessary to bind the business or activity they represent.

Article 2 — Identification of the publisher

The marketplace is operated under the Agrobridge brand.

Information currently available

Full legal information, to be completed before final publication

These Marketplace Terms do not replace the mandatory legal notices applicable to the entity operating the platform.

Article 3 — Acceptance of these terms

Creating an account or using the features reserved for professionals implies acceptance of these Marketplace Terms.

Where applicable regulations or the relevant feature require it, the user must expressly confirm their acceptance of these Marketplace Terms.

The user is invited to review how these Marketplace Terms work before using the platform.

Agrobridge recommends that users keep a copy of the terms applicable at the time of their registration or transaction.

Article 4 — Services provided by Agrobridge

Agrobridge may in particular provide the following services:

For sellers

• creation of a professional profile;
• presentation of the business;
• publication of offers;
• presentation of the product;
• indication of available volumes;
• presentation of certifications;
• publication of commercial terms;
• receipt of buyer requests;
• communication with buyers;
• tracking of business opportunities.

For buyers

• searching for products;
• searching for suppliers;
• publishing purchase requests;
• viewing professional profiles;
• contacting sellers to obtain a price;
• receiving recommendations;
• communication and negotiation;
• order management where this feature is available.

Shared services

Agrobridge may also offer:

• messaging;
• document sharing;
• notifications;
• a verification system;
• intelligent matching;
• recommendations based on available data;
• market analysis tools;
• order tracking;
• a rating system.

The features available are shown on the active version of the platform.

Article 5 — Agrobridge's role

Agrobridge primarily serves as a digital infrastructure provider for B2B intermediation.

Unless stated otherwise, Agrobridge:

• is not the seller of the products offered;
• is not the buyer of the products offered;
• does not become the owner of the goods;
• is not the importer or exporter of the goods merely because they are present on the platform;
• is not a carrier;
• does not guarantee the conclusion, performance, or success of a transaction.

Unless Agrobridge is expressly a party to the sale, the transaction is concluded between the seller and the buyer.

The parties are responsible for their business relationship and for complying with the terms of the transaction.

Article 6 — Registration and professional account

To use certain features, the user must create an account.

They must provide accurate, complete, and up-to-date information.

Depending on the type of account, Agrobridge may request:

• company name;
• legal form;
• country;
• address;
• registration number;
• tax number;
• business contact details;
• identity of the representative;
• supporting documents;
• licenses;
• certifications;
• information relating to the activity.

The user is responsible for the accuracy of the information provided.

They must inform Agrobridge of any material change.

Account credentials must remain confidential.

The user is responsible for operations carried out from their account.

Article 7 — Professional verification

To strengthen trust in the marketplace, Agrobridge may implement verification procedures concerning professional users.

These verifications may in particular concern:

• the existence of the business;
• the identity of the representative;
• contact details;
• registration documents;
• certifications;
• professional authorizations;
• certain business information.

Where a profile carries an indication such as "Verified Seller", "Verified Buyer", or an equivalent label, this indication means only that the account met the verification criteria defined by Agrobridge as of the date of verification.

It does not constitute:

• an absolute guarantee of reliability;
• a guarantee of quality;
• an official certification of the product;
• insurance against fraud;
• a guarantee of contract performance.

Agrobridge may require a new verification for information that has become outdated or unverifiable.

Article 8 — Publication of products and offers

The seller is responsible for the information they publish.

Every listing must present accurate information that is sufficiently precise to allow a professional buyer to assess the offer.

Depending on the features available, the listing may in particular include:

• product name;
• category;
• variety;
• origin;
• quantity;
• unit of measurement;
• availability;
• harvest period;
• packaging;
• grading;
• quality;
• certifications;
• photos;
• videos;
• price;
• currency;
• minimum quantity;
• delivery conditions;
• Incoterm;
• lead time;
• technical documents.

It is prohibited to publish information that is:

• false;
• misleading;
• fraudulent;
• illegal;
• infringing on the rights of a third party.

Article 9 — Certifications and documents

The seller is responsible for the accuracy and validity of the certifications and documents presented.

The seller may in particular be asked for:

• organic certificate;
• GlobalG.A.P.;
• HACCP;
• ISO;
• phytosanitary certificate;
• certificate of origin;
• laboratory analyses;
• export documents.

Agrobridge may require the seller to provide supporting evidence.

Where a certification has expired, been withdrawn, suspended, or amended, the seller must update their profile or inform Agrobridge.

Agrobridge may remove or temporarily suspend a listing if the information presented appears incomplete, inconsistent, or unverifiable.

Article 10 — Orders and formation of the sales contract

Where the order feature is available, the buyer may select the desired products and quantities and follow the order process displayed.

An order may in particular have the following statuses:

• pending;
• submitted;
• accepted;
• declined;
• paid;
• refunded;
• in preparation;
• shipped;
• delivered;
• cancelled;
• in dispute.

The technical confirmation of an order by Agrobridge does not necessarily imply that Agrobridge becomes a party to the sales contract.

The sales contract is concluded between the seller and the buyer in accordance with the terms accepted by the parties.

Where an order involves several sellers, each seller is responsible for the part of the transaction that concerns them, unless otherwise agreed.

Article 11 — Prices

Prices are displayed in the currency indicated in the listing.

The seller clearly indicates, where necessary:

• unit price;
• quantity;
• unit of measurement;
• minimum order;
• applicable VAT or tax regime;
• known additional fees;
• delivery conditions.

Prices may in particular be expressed in:

• EUR;
• USD;
• MAD;
• any other currency offered by Agrobridge.

Transport costs, insurance, customs duties, import taxes, and customs clearance fees are borne by the party determined by the commercial agreement concluded between the parties, subject to applicable regulations.

Article 12 — Payment

Where online payment is available, Agrobridge may use a payment provider such as Stripe.

Payments are made in accordance with the relevant provider's terms.

Agrobridge does not have access to full bank card information when payment is processed directly by the provider.

A transaction may be put on hold pending confirmation of payment.

In the event of:

• payment failure;
• bank refusal;
• cancellation;
• payment dispute;
• or refund,

Agrobridge may suspend processing of the transaction concerned.

Important

The exact mechanism for remitting funds to the seller will need to be specified in the final version of the Marketplace Terms, based on the payment architecture actually implemented.

Article 13 — Delivery and logistics

The seller and the buyer determine the shipping conditions.

Depending on the case, these conditions may in particular cover:

• place of loading;
• place of destination;
• delivery timeframes or dates;
• mode of transport;
• carrier;
• insurance;
• Incoterm;
• party responsible for customs clearance;
• duties and taxes;
• required documents.

Where the parties use Incoterms®, they must precisely identify the applicable rule and the edition used.

Except where Agrobridge specifically provides a logistics service, Agrobridge is not a party to the transport contract.

Article 14 — Transfer of risk and title

The transfer of risk and title to the products is governed in accordance with:

• the sales contract;
• the Incoterm agreed, if any;
• the applicable law.

Agrobridge does not become the owner of the products merely because a transaction is carried out or tracked on the platform.

Article 15 — Receipt of products

The buyer must, to the extent reasonably possible, inspect the products upon receipt.

This inspection may in particular cover:

• quantity;
• apparent condition;
• packaging;
• labeling;
• apparent compliance;
• documents accompanying the goods.

The buyer must keep the documents useful as proof of delivery.

Article 16 — Claims

Any claim relating to a product must be addressed to the seller, in accordance with the terms of the sales contract concluded and applicable law.

Where the platform has a claims system, the user may also use it.

The claim must include:

• order number;
• product concerned;
• quantity;
• description of the problem;
• photos;
• videos;
• delivery note;
• inspection documents;
• expert report, where available.

Agrobridge may facilitate exchanges between the parties.

Unless a specific service is expressly accepted, Agrobridge does not act as an intermediary in resolving the claim.

Article 17 — Cancellation and refund

Cancellation terms depend in particular on:

• the status of the order;
• the contract between buyer and seller;
• the nature of the products;
• the applicable law;
• the payment terms.

Where a refund is accepted, it is processed in accordance with the terms of the payment provider used.

Any bank charges or transaction fees may be handled in accordance with the applicable terms.

The specific rules applicable to consumers do not automatically apply to transactions concluded exclusively between professionals.

Article 18 — Matching and artificial intelligence

Agrobridge may use automated systems and artificial intelligence algorithms to offer personalized recommendations to users.

Recommendations may in particular take into account:

• product category;
• variety;
• volume;
• location;
• availability;
• certifications;
• price;
• commercial terms;
• search criteria;
• usage history of certain features;
• other relevant parameters available on the platform.

The score or compatibility level displayed by Agrobridge is an automated recommendation and not a commercial guarantee.

A high score does not necessarily mean that a transaction will be concluded or successfully performed.

Agrobridge may evolve its recommendation systems to improve the relevance of its results.

Where applicable law requires specific information to be provided about the automated systems used, Agrobridge complies with it.

The GDPR provides in particular that, where it applies, data subjects must be informed of the existence of automated decision-making, the underlying logic where applicable, and the anticipated consequences.

Article 19 — Ranking of offers and results

Results displayed on Agrobridge may be automatically ranked according to various parameters.

The main parameters taken into account may in particular include:

• relevance to the search performed;
• compatibility between the offer and the request;
• availability;
• location;
• volume;
• certifications;
• information provided in the profile;
• the quality and completeness of the listing;
• the activity level and freshness of the offer;
• business criteria defined by the user.

Where a paid ranking mechanism or commercial promotion is used, Agrobridge will indicate this in accordance with applicable requirements.

The main ranking parameters must be described with sufficient transparency for professional users where the applicable regulatory framework requires it.

Article 20 — Communication between users

Agrobridge may provide a messaging system allowing users to communicate directly.

Users are responsible for the content of the messages and files they exchange.

It is prohibited to use the messaging system for:

• fraud;
• scams;
• unsolicited mail (spam);
• phishing;
• distribution of malicious software;
• illegal content;
• identity theft;
• harassment;
• abusive circumvention of the platform's security mechanisms.

Agrobridge may take the necessary measures in the event of a violation of these terms or applicable law.

Article 21 — Agrobridge's intellectual property

Agrobridge and its licensors hold the applicable rights to:

• the Agrobridge brand;
• the logo;
• the site;
• the software;
• the interface;
• the graphic elements;
• the text created by Agrobridge;
• the databases;
• the features;
• the technical and visual elements of the platform.

Without express authorization, it is prohibited to:

• copy;
• reproduce;
• modify;
• distribute;
• resell;
• decompile;
• scrape or mass-extract data;
• create a competing service using elements protected on the platform.

Rights belonging to third parties remain the property of their respective holders.

Article 22 — Content provided by users

Users retain the rights they hold in:

• photos;
• videos;
• logos;
• descriptions;
• documents;
• catalogs;
• product files;
• business content.

By publishing content on Agrobridge, the user authorizes Agrobridge, to the extent necessary for the service to function, to host, reproduce, display, technically adapt, and communicate that content to the relevant users.

This authorization is limited to the operation and promotion of Agrobridge's services, subject to any specific applicable terms.

The user warrants that they hold the rights necessary to publish the content concerned.

Article 23 — Prohibited products and content

It is prohibited to publish or offer on Agrobridge products whose sale or distribution is prohibited by applicable law.

The following are in particular prohibited:

• fraudulent products;
• counterfeit products;
• forged documents;
• fake certificates;
• products presented under a false origin;
• products whose marketing is illegal in the destination country;
• content that infringes the rights of third parties.

Agrobridge may remove or suspend any listing presenting elements that warrant intervention.

Article 24 — Suspension or restriction of an account

Agrobridge may suspend, restrict, or deactivate an account where necessary, in particular in the event of:

• a violation of these Marketplace Terms;
• false or misleading information;
• fraud;
• false certification;
• illegal activity;
• a security risk;
• non-compliance with payment obligations;
• conduct that harms other users;
• misuse of the platform.

Where applicable regulations require it, Agrobridge communicates to the user the reasons for the decision and the means available to challenge it.

Regulation (EU) 2019/1150, known as the "P2B Regulation", imposes transparency rules regarding the reasons for restriction, suspension, or termination, for professional users falling within its scope.

Article 25 — Account closure

The user may request the closure of their account in accordance with the procedure available on the platform.

Closing the account does not affect obligations arising before that closure.

Certain information may be retained for the period authorized or required by applicable law.

Where a professional user ends their relationship with Agrobridge, the rules relating to subsequent access to certain data are those set out in the contractual documents and the applicable privacy policy.

Article 26 — Complaints between users and Agrobridge

Where applicable regulatory obligations require it, Agrobridge puts in place a mechanism allowing professional users to lodge a complaint concerning, in particular:

• the operation of the platform;
• a decision to suspend or restrict;
• a technical problem;
• compliance with the obligations applicable to Agrobridge.

The procedure is available free of charge to the users concerned.

Complaints are reviewed within a reasonable time and receive an individual response.

The P2B Regulation in particular requires an internal complaint-handling system for professional users falling within its scope.

Article 27 — Mediation

Where the applicable European regulation requires it, Agrobridge undertakes to identify in its general terms the mediators it is willing to work with to resolve disputes with professional users.

No mediator has been designated to date; this information will be provided once available.

The parties may agree to use mediation to resolve a dispute.

The P2B Regulation in particular requires the identification of at least two mediators, under certain conditions defined by that regulation.

Article 28 — Agrobridge's liability

Agrobridge implements reasonable means to ensure the platform's operation and security.

However, Agrobridge does not guarantee:

• a total absence of interruptions;
• a total absence of technical errors;
• permanent availability;
• the conclusion of a transaction;
• a user's solvency;
• the quality of a product;
• the regulatory compliance of a product;
• compliance with delivery times by a seller or carrier.

Agrobridge cannot be held liable for the contractual obligations specific to a sale concluded between a seller and a buyer, except where its own liability is engaged in respect of its own services.

Nothing in these Marketplace Terms limits any liability that cannot legally be excluded or limited.

Article 29 — Sellers' liability

The seller is responsible for:

• their products;
• their compliance;
• their origin;
• their quality;
• their certifications;
• their availability;
• their packaging;
• their labeling;
• their documentation;
• their compliance with export rules;
• their compliance with the rules applicable in destination countries, where this falls within the seller's obligations;
• the performance of their contractual commitments.

Article 30 — Buyer's liability

The buyer is responsible for:

• the accuracy of the information they provide;
• their needs and orders;
• payment of the amounts due;
• compliance with their customs obligations where these fall to them;
• verification of the products;
• the lawful use of the goods purchased.

Article 31 — Force majeure

No party may be held liable for a failure resulting from an event reasonably beyond its control that may delay the performance of its obligations.

These may in particular include:

• natural disasters;
• exceptional weather conditions;
• fires;
• war;
• armed conflict;
• epidemic or pandemic;
• general strikes;
• border closures;
• transport blockages;
• government measures;
• major infrastructure outages;
• a major cyber incident reasonably beyond the control of the party concerned.

The affected party shall inform the other party within a reasonable time.

Article 32 — Protection of personal data

Agrobridge processes certain personal data necessary for operating the platform.

This processing is described in Agrobridge's Privacy Policy.

The fact that the platform is B2B does not exclude personal data from the scope of the GDPR. Information relating to natural persons in a professional context, including in particular their names, professional email addresses, and professional phone numbers, may be considered personal data.

The Privacy Policy in particular specifies:

• the data collected;
• the purposes;
• the legal bases;
• the recipients;
• the retention periods;
• international transfers;
• individuals' rights;
• contact methods.

Article 33 — Security

Agrobridge implements reasonable technical and organizational measures designed to protect:

• accounts;
• data;
• communications;
• documents;
• transactions.

However, no computer system can guarantee absolute security.

The user must in particular:

• protect their credentials;
• use a sufficiently secure password;
• not share their credentials;
• immediately report any suspicious activity.

Article 34 — Availability and evolution of the platform

Agrobridge may evolve its features, in particular in order to:

• improve the user experience;
• improve security;
• integrate new technologies;
• develop artificial intelligence features;
• add new markets;
• modify or remove certain features.

Where changes constitute a modification of contractual terms subject to applicable regulation, Agrobridge complies with the timeframes and procedures provided for therein.

For professional users covered by the P2B Regulation, changes to the terms must in particular be subject to at least 15 days' notice, subject to the exceptions provided for by that regulation.

Article 35 — Changes to these terms

Agrobridge may amend these Marketplace Terms, in particular to:

• comply with a new legal obligation;
• improve security;
• modify its services;
• correct an error;
• integrate new features;
• adapt how the Marketplace operates.

The amended version is published on the platform together with its effective date.

Where necessary, the users concerned are informed via a durable medium.

Changes do not apply retroactively to contracts already concluded, unless otherwise required by law.

Article 36 — Assignment of the contract

The user may not assign their rights or obligations under these Marketplace Terms to a third party without Agrobridge's prior consent, subject to applicable law.

Agrobridge may transfer its rights and obligations under these Marketplace Terms, in particular in the context of:

• a restructuring;
• a merger;
• an acquisition;
• a transfer of business,

subject to compliance with applicable legal obligations.

Article 37 — Partial invalidity

If any provision of these Marketplace Terms is declared void, unlawful, or unenforceable, the other provisions remain applicable to the extent permitted by law.

The provision concerned will be replaced or interpreted so as to reflect, as closely as possible, its original economic and legal purpose, subject to applicable law.

Article 38 — No waiver

The fact that Agrobridge does not immediately exercise a right provided for in these Marketplace Terms does not constitute a final waiver of that right.

Article 39 — Governing law

These Marketplace Terms are governed by:

the law of the State of Kentucky (United States) and, on a supplementary basis, applicable U.S. federal law,

subject to any mandatory provisions that may apply to the relationship concerned.

This choice reflects, in particular:

• the legal entity that operates Agrobridge;
• its place of establishment;
• the target countries;
• the type of users;
• the contractual structure;
• applicable mandatory rules.

Article 40 — Jurisdiction and dispute resolution

In the event of a dispute between Agrobridge and a user, the parties will endeavor to find an amicable solution.

In the absence of an amicable settlement, the dispute will be submitted to the competent courts in accordance with applicable law.

Contemplated jurisdiction: the courts of the Commonwealth of Kentucky and the applicable federal courts of the United States.

Mandatory provisions relating to jurisdiction remain applicable where they cannot be contractually excluded.

Article 41 — Language

These Marketplace Terms are drafted in French.

Agrobridge may offer versions in English, Spanish, Arabic, or other languages.

In the event of a discrepancy between the different language versions, the French version shall prevail,

subject to applicable mandatory rules.

Article 42 — Contact

For any questions regarding these Marketplace Terms: