International Platform Participation Agreement — Dealer

Document date: 11.08.2026

Document type: International B2B dealer platform agreement (intermediary model). Version: 2.0

Governing language. This Agreement is executed in English. The English text shall prevail over any translation for interpretation, enforcement, and wet-ink counterparts.

Article A — Platform as intermediary and coordinator

Tradornet is an intermediary coordination platform between approved dealers and manufacturers. Tradornet is not the seller of manufacturer products unless stated on an order. Your purchase contract is with the relevant manufacturer subject to trade law.

Tradornet coordinates catalogue access, pricing tiers, quotes, orders, payments, and messaging. Tradornet is not your supplier or product conformity guarantor unless expressly stated in writing.

Article B — Dealer obligations

You buy commercially, comply with import/resale laws, keep manufacturer pricing confidential, and cooperate with KYC/AML screening.

Article C — Wet-ink counterpart

Electronic acceptance enables dealer access after approval. Wet-ink copy may be required for open-account checkout or credit limits. Download PDF, sign, upload via Account.

1. Definitions and scope

These Dealer Terms of Service govern access to and use of the Tradornet business-to-business marketplace by authorised retail and wholesale dealers. Tradornet means the platform operator and its affiliates. Dealer or you means the legal entity approved to purchase through dealer channels. Manufacturer means a supplier listing products on Tradornet. Platform means the Tradornet website, dashboards, application programming interfaces and related services. Territory means the geographic region assigned or approved for your dealer account. Minimum advertised price means manufacturer policies restricting advertised resale prices. Minimum order quantity means the smallest purchase volume accepted for a product or programme. Order means a binding purchase request accepted through the Platform. These Terms apply worldwide to commercial relationships between Dealers and Tradornet or participating Manufacturers. Mandatory local trade, tax and data protection law prevails where required. By applying for dealer status, accessing dealer pricing or placing orders you accept these Terms.

2. Dealer application, approval and know-your-customer

Dealer capabilities including tiered pricing, quote generation, cart checkout, allocation views and order management are enabled only after application review and explicit approval by Tradornet or the relevant manufacturer programme. You must provide accurate legal entity name, trade registration numbers, tax identifiers, beneficial ownership information where required, authorised signatory details, business and warehouse addresses and operational contact persons. Tradornet and participating manufacturers may conduct know-your-customer, anti-money-laundering and sanctions screening at onboarding and periodically thereafter. We may request certificates of incorporation, value-added tax registration, trade licences, bank references, financial statements, distributor authorisations or other documentation. Approval is discretionary and may be conditioned on credit limits, prepayment requirements, territory restrictions or programme-specific rules. You must promptly notify us of material changes to ownership, control, address, tax status, licensing or insolvency proceedings. Failure to cooperate with verification may result in suspension or termination.

Eligibility requirements

• You represent that you act in a commercial or professional capacity and are duly authorised to bind your entity.
• You must not apply if you, your directors, officers or beneficial owners appear on applicable sanctions or denied-party lists.
• Duplicate, fraudulent, incomplete or misleading applications may result in permanent exclusion from the Platform.
• Where a manufacturer operates an authorised dealer network, you must comply with any separate authorisation terms communicated at approval.

3. Account obligations and acceptable use

You are responsible for maintaining accurate company, tax, registration and contact data in your account profile. User credentials must be kept confidential; activity under your account is attributed to you. You must implement reasonable access controls for employees and agents who use the Platform on your behalf. You may not share dealer login credentials with unrelated third parties, resell Platform access, scrape or automate access beyond permitted application programming interfaces, interfere with Platform security, upload malicious code or use the Platform for unlawful, deceptive or abusive purposes. You must comply with manufacturer brand guidelines, product information restrictions and any programme codes of conduct. You must not misrepresent your relationship with Tradornet or any Manufacturer. Promptly report suspected unauthorised access, data breaches affecting account credentials or suspicious orders to Tradornet support.

4. Pricing confidentiality and minimum advertised price policies

Dealer-specific prices, volume discounts, rebate schedules, allocation information, unpublished catalogue items and commercial terms made available through the Platform are confidential business information. You may use such information solely to conduct authorised resale or internal procurement in approved Territories. You must not disclose confidential pricing or programme terms to competitors, unauthorised distributors, price comparison services or the public except where required by mandatory law. Where a Manufacturer publishes minimum advertised price policies, you must comply with advertised price floors on public channels including websites, marketplaces, print advertising and social media, subject to any statutory exceptions in your jurisdiction. Confidentiality obligations survive termination for a reasonable period or as stated in manufacturer programme rules.

5. Quotes and order process

Quotes generated through the Platform reflect pricing, availability and terms valid at the time of issuance unless otherwise stated. Quotes may expire automatically; expired quotes require reconfirmation. Placing an order constitutes a binding commercial offer subject to acceptance by the Manufacturer or Tradornet as indicated in the checkout workflow. Orders may be rejected or partially fulfilled due to credit holds, export restrictions, stock limitations, minimum order quantity requirements or compliance reviews. You must review order confirmations, incoterms, delivery windows, payment terms and line-item details before submission. Amendments and cancellations are permitted only according to Platform rules and the status of fulfilment. You are responsible for providing accurate delivery addresses, customs data and receiver contact information.

6. Minimum order quantities and allocation

Products and programmes may specify minimum order quantities, case packs, assortment rules or programme enrolment thresholds. Orders below published minimums may be rejected or subject to surcharges. During supply constraints, Manufacturers may allocate inventory among approved Dealers using fair allocation policies communicated on the Platform. Allocation decisions are at the Manufacturer discretion unless a separate supply agreement states otherwise. You must not circumvent allocation by creating duplicate accounts or shell entities. Attempts to aggregate orders across unauthorised channels to evade minimum order quantity or territory rules constitute a material breach.

7. Commission, fees and payment terms

Tradornet may charge platform fees, payment processing fees, subscription fees or success-based commissions as disclosed at checkout, in programme summaries or in separate fee schedules. Manufacturer pricing may be net or gross of such fees depending on programme design. Payment terms including prepayment, letter of credit, open account days, early payment discounts and late payment interest are displayed at order confirmation or in your dealer profile. You must pay invoices in the stated currency by the due date using approved payment methods. Set-off or deduction for disputed amounts is permitted only where mandatory law requires or Tradornet expressly agrees in writing. Returned payments, chargebacks without valid basis and persistent late payment may trigger credit suspension, prepayment requirements or account termination.

8. Tax, value-added tax and invoicing

Prices may be shown exclusive or inclusive of taxes depending on jurisdiction and programme settings. You are responsible for determining and remitting applicable sales, use, goods and services or value-added taxes on your resale transactions unless Tradornet or the Manufacturer is legally required to collect and remit on your behalf as shown on invoices. You must provide valid tax registration numbers and exemption certificates where applicable. In cross-border transactions you are responsible for import duties, customs clearance, broker fees and regulatory filings unless incoterms allocate those obligations differently. Invoice disputes must be raised within the period stated on the invoice or thirty calendar days if none is stated, with supporting documentation.

9. Anti-diversion and territory restrictions

Dealer authorisations are typically limited to approved Territories and customer segments such as retail, wholesale, online or institutional channels as specified in your profile or programme terms. You must not actively sell, ship or redirect products outside authorised Territories, to prohibited customer types or into channels restricted by the Manufacturer. Grey market diversion, unauthorised sub-distribution and parallel import schemes that violate programme rules are prohibited. Manufacturers and Tradornet may audit sales records, serial numbers or traceability data where permitted by law and programme rules. Material diversion may result in immediate suspension, clawback of rebates and termination of dealer status.

10. Export compliance and sanctions screening

You are responsible for compliance with all applicable export control, import, customs and trade sanctions laws in every jurisdiction involved in your purchases and resales. Products may be subject to export licences, end-use restrictions, dual-use controls or country embargoes. You must not order for delivery to, or resale into, sanctioned countries, denied parties or prohibited end uses. Tradornet and Manufacturers may screen transactions against sanctions and denied-party lists and may block or cancel orders that present compliance risk. You must provide accurate end-user and end-use information when requested and notify us if circumstances change. Violations may be reported to authorities as required by law.

11. Product claims, marketing and warranty pass-through

Product descriptions, specifications, certifications, images and compliance markings on the Platform are provided by Manufacturers. You must not alter technical claims, safety labelling or regulatory markings. Marketing and advertising must be truthful and consistent with approved product information. Unless expressly authorised, you may not imply endorsement by Tradornet or a Manufacturer beyond your approved dealer status. Manufacturer warranties pass through to your customers according to the warranty terms published for each product; you must honour pass-through warranty obligations and route claims through designated processes. Tradornet does not extend separate product warranties to end customers except where explicitly stated.

12. Suspension and termination

Tradornet or a Manufacturer may suspend or terminate dealer access for breach of these Terms, programme rules, credit default, compliance concerns, inactivity or convenience where permitted by applicable law and any separate agreement. Upon termination you must cease use of confidential pricing and dealer-only materials, complete outstanding payment obligations and comply with stock return or buy-back instructions where applicable. Provisions that by nature should survive, including confidentiality, payment, liability limits and governing law, remain in effect. Termination does not relieve you of obligations arising from orders accepted prior to the effective date.

13. Limitation of liability

To the maximum extent permitted by applicable law, Tradornet and its affiliates are not liable for indirect, incidental, consequential, special or punitive damages including lost profits, lost revenue or business interruption arising from Platform use or dealer programmes. Direct liability of Tradornet for claims arising under these Terms is capped at the greater of fees paid by you to Tradornet in the twelve months preceding the claim or one hundred units of the primary billing currency, except where mandatory law prohibits such limitation for fraud, wilful misconduct or personal injury. Manufacturer product liability remains with the Manufacturer subject to applicable law and separate supply terms.

14. Governing law and dispute resolution carve-out

These Terms are governed by the laws specified in your master dealer agreement or, if none applies, by the laws of the jurisdiction where Tradornet is established, excluding conflict-of-law rules that would refer to another jurisdiction. Parties will attempt good-faith negotiation before formal proceedings. Nothing in these Terms excludes or limits mandatory rights you may have under non-waivable consumer or trade protection rules in your country of establishment, including access to local courts or statutory remedies where you qualify as a protected commercial party. If translations conflict, the English version prevails unless mandatory local law requires otherwise.

15. Changes to these Terms

Tradornet may update these Terms to reflect legal, operational or programme changes. Material updates will be notified through the Platform, email or account dashboard. Continued use after the effective date of updated Terms constitutes acceptance where permitted by law. If you do not agree, you must stop placing new orders and may request account closure subject to outstanding obligations.

16. Contact

For dealer support, compliance questions, invoice disputes or termination notices, contact Tradornet through the official channels listed in your dealer dashboard or the Platform help centre. Include your legal entity name, dealer account identifier and a detailed description of the request.

Annex I — Wet-ink execution (dealer)

1. Download PDF from dealer terms page.
2. Sign; upload via Account → Signed platform contract.
3. Include trade registration, tax ID, and territories.

Printable counterpart of the Tradornet platform agreement. Electronic acceptance is recorded at registration; wet-ink counterpart may be requested separately.