WinRFQ Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING FOR OR USING WINRFQ. These Terms and Conditions govern access to and use of the WinRFQ website, platform, applications, services and associated features (collectively, the "Platform" or "Services"). By accessing the Platform, registering an account, posting a Request for Quotation ("RFQ"), submitting a quotation, purchasing a subscription or otherwise using the Services, you acknowledge that you have read, understood and agreed to these Terms. If you do not agree to these Terms, you must not access or use the Platform.

1. Company and Platform Identity

WinRFQ is operated by WinRFQ Inc. ("WinRFQ", "Company", "we", "us" or "our").

References to "User", "you" or "your" mean any individual, business or legal entity accessing or using the Platform, including buyers, suppliers, resellers, distributors and their authorized representatives.

2. Nature and Limited Role of WinRFQ

WinRFQ operates a technology-based business-to-business RFQ marketplace. The Platform enables:

1. Buyers to publish purchasing requirements and RFQs.
2. Suppliers to discover relevant RFQs and submit independent quotations.
3. Buyers to review and compare quotations submitted by suppliers.
4. Users to access available platform features, communications, records and related procurement information.

WinRFQ is exclusively a technology platform and an introduction and information-exchange service. It is not a party to, participant in, intermediary to, or guarantor of any purchase, sale or other commercial transaction between a buyer and a supplier.

WinRFQ does not:

• Manufacture, sell, purchase, own or distribute hardware.
• Hold inventory or take possession or title to goods.
• Act as an agent, broker, representative, distributor, dealer, procurement consultant or fiduciary for either party.
• Negotiate or accept commercial terms on behalf of either party.
• Issue purchase orders or invoices for hardware transactions on behalf of buyers or suppliers.
• Collect, hold, transmit, settle or distribute hardware purchase payments.
• Provide escrow, trade finance, credit, insurance, financing or payment guarantees.
• Arrange transportation, freight, customs clearance or delivery.
• Inspect, test, certify or independently authenticate hardware.
• Guarantee that an RFQ will receive quotations or that a quotation will result in an order.

The use of the Platform does not establish any partnership, joint venture, employment, franchise, agency, fiduciary or other representative relationship between WinRFQ and any User. No User is authorized to represent that it acts on behalf of WinRFQ or can bind WinRFQ to any commercial agreement.

3. Independent Buyer-Supplier Transactions

All transactions arising from interactions on the Platform are undertaken independently and directly between the relevant buyer and supplier. The buyer and supplier are solely responsible for determining whether to enter into a transaction and for negotiating, documenting, performing and completing it. Any quotation, purchase order, sales contract, invoice, payment arrangement or other commercial agreement is exclusively between the relevant buyer and supplier. WinRFQ is not a contracting party, beneficiary, guarantor or insurer of any such agreement.

A buyer's selection, shortlist, award or acceptance of a quotation through the Platform does not, by itself, create an agreement between WinRFQ and either party. Whether a binding agreement exists between buyer and supplier is determined by their communications, conduct and applicable law. The buyer and supplier must independently establish all material terms before proceeding.

4. No Responsibility for Transactions or Financial Losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WINRFQ SHALL NOT BE RESPONSIBLE OR FINANCIALLY LIABLE FOR ANY LOSS, DAMAGE, COST, CLAIM, LIABILITY OR EXPENSE ARISING FROM OR CONNECTED WITH A TRANSACTION, PROPOSED TRANSACTION OR BUSINESS RELATIONSHIP BETWEEN A BUYER AND A SUPPLIER.

This exclusion includes, without limitation:

• Failure by a buyer to pay a supplier.
• Failure by a supplier to supply or deliver goods.
• Non-delivery, delayed delivery, partial delivery or incorrect delivery.
• Supplier insolvency, bankruptcy, liquidation, business closure or inability to perform.
• Buyer insolvency, bankruptcy, liquidation, non-payment or inability to perform.
• Fraud, misrepresentation, deception, impersonation or misconduct by either party.
• Defective, damaged, counterfeit, unauthorized, substituted, used or misrepresented products.
• Incorrect product descriptions, specifications, quantities or compatibility representations.
• Incorrect stock, availability, lead-time or delivery estimates.
• Breach of warranty, contract, purchase order or other commercial commitment.
• Payment disputes, chargebacks, wire-transfer losses, bank failures or payment fraud.
• Shipping, freight, customs, duties, taxes, insurance or import/export disputes.
• Product recalls, regulatory violations, licensing problems or manufacturer support restrictions.
• Loss of profits, revenue, anticipated savings, business opportunities, customers or contracts.
• Legal expenses, collection expenses, replacement costs or consequential losses.

The above applies whether a claim is asserted in contract, tort, negligence, strict liability, statute, restitution or any other legal theory, subject to applicable law. The buyer and supplier expressly acknowledge that WinRFQ does not control the performance or conduct of the other party and does not assume the financial risks of their transaction.

5. Product Quality, Authenticity and Condition Disclaimer

WINRFQ DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR THE QUALITY, AUTHENTICITY, CONDITION, SAFETY, FUNCTIONALITY, COMPATIBILITY, PERFORMANCE, LEGALITY OR SUITABILITY OF ANY HARDWARE OFFERED, QUOTED, SOLD OR SUPPLIED BY A SELLER.

All hardware descriptions and representations are supplied by the relevant seller. This includes representations concerning:

• Manufacturer and brand.
• Manufacturer part number and product revision.
• New, refurbished, used, open-box, new-surplus or other condition.
• Authenticity, provenance and chain of custody.
• Serial numbers and hardware identification.
• Product functionality and operating condition.
• Firmware, software and licensing.
• Compatibility and technical specifications.
• Manufacturer warranty and support eligibility.
• Seller warranties and return policies.
• Country of origin and regulatory compliance.
• Stock availability and estimated delivery.

WinRFQ does not inspect, test, authenticate, certify or independently verify every product quoted through the Platform. Buyers must independently verify the goods and the seller's representations before payment or acceptance. Where available, WinRFQ may assist a buyer in obtaining or reviewing information submitted by a seller when preparing a quotation. Such assistance is limited to making available information actually provided by the seller and does not constitute an independent investigation, validation, warranty, endorsement or certification by WinRFQ. WinRFQ is not required to obtain, verify or produce information that a seller has not supplied or that is no longer available. Any assistance in retrieving seller-provided information is discretionary, subject to availability and does not transfer responsibility for the accuracy or completeness of that information to WinRFQ.

6. Seller Verification and Documentation

WinRFQ may conduct supplier verification or business-document reviews as part of its marketplace integrity procedures. Depending on the supplier, jurisdiction, business type and available documentation, reviews may include:

• Certificates of incorporation or business registration.
• Reseller certificates, reseller permits or applicable business authorizations.
• IRS Form W-9, where applicable.
• Business website and domain information.
• Business address and contact information.
• Publicly available corporate or registration information.
• Other documentation reasonably requested by WinRFQ.

A verification review is an administrative screening process based on information available to WinRFQ at the time of review. Verification does not mean that WinRFQ guarantees or certifies the supplier's identity beyond the checks actually performed, financial condition, creditworthiness, solvency, inventory, ownership of goods, product authenticity, product quality, warranty coverage, delivery capability, legal compliance or future conduct. A verified supplier may:

• Fail to fulfill a quotation or purchase order.
• Become insolvent or cease operations.
• Provide incorrect or misleading information.
• Supply defective, counterfeit, substituted or nonconforming hardware.
• Fail to honor a warranty or delivery commitment.
• Breach an agreement or engage in fraud.

WinRFQ does not provide a performance bond, insurance policy, financial guarantee or compensation fund for verified suppliers. Verification status may be withdrawn, suspended, expired or changed at any time. WinRFQ is not obligated to continuously monitor every supplier or detect every subsequent change in its circumstances. Users must not treat a verification badge as a substitute for independent due diligence.

7. Buyer Responsibilities

Every buyer using the Platform agrees to:

1. Provide accurate and complete RFQ information.
2. Specify correct part numbers, quantities, condition requirements, delivery requirements and relevant technical specifications.
3. Evaluate supplier quotations independently.
4. Verify supplier identity, business authority, financial standing and ability to perform.
5. Confirm hardware authenticity, condition, specifications, warranty and availability.
6. Independently negotiate and document commercial terms.
7. Verify payment instructions and beneficiary bank details before transferring funds.
8. Comply with applicable procurement, import/export, sanctions, tax and regulatory requirements.
9. Avoid misleading RFQs, fraudulent purchasing requests and unauthorized use of supplier information.
10. Resolve transaction disputes directly with the relevant supplier.

A buyer is responsible for all payment decisions and must not assume that WinRFQ has verified a supplier's bank account, payment instructions or ability to fulfill an order.

8. Supplier Responsibilities

Every supplier using the Platform agrees to:

1. Provide accurate business and contact information.
2. Submit quotations only for goods it is legally entitled and reasonably able to supply.
3. Provide accurate part numbers, manufacturers, quantities, condition and product descriptions.
4. Disclose whether goods are new, refurbished, used, open-box, new-surplus or otherwise conditioned.
5. Accurately state stock availability, lead times, warranty terms and country of origin.
6. Disclose material limitations, exclusions, substitutions or manufacturer support restrictions.
7. Honor the commercial terms it expressly agrees with a buyer.
8. Maintain all necessary business registrations, reseller authorizations, permits and licenses.
9. Comply with applicable laws, sanctions and export controls.
10. Protect buyer information and use it only for legitimate business purposes consistent with the Privacy Policy and applicable law.
11. Avoid counterfeit goods, fraudulent representations, misleading quotations and unauthorized use of another company's identity or documentation.
12. Resolve transaction disputes directly with the relevant buyer.

Suppliers are solely responsible for their products, quotations, warranties, taxes, invoices, payment instructions, shipping arrangements and contractual performance. A supplier must not represent that WinRFQ has inspected, approved, endorsed or guaranteed its products unless WinRFQ has expressly authorized that specific statement in writing.

9. Quotations, RFQs and Platform Comparisons

All RFQs and quotations are submitted by independent Users. WinRFQ may standardize the presentation of information or calculate comparisons based on information entered by Users. Any indicators such as "Best Price", "Fastest Lead Time", "Lowest Quote" or similar labels are informational comparisons based on submitted data and configured calculation rules. They are not recommendations, endorsements, financial advice, product certifications or guarantees.

WinRFQ does not warrant that:

• Every relevant supplier will see an RFQ.
• Every quotation is accurate or complete.
• Suppliers will respond by a particular date.
• Quoted prices remain available.
• Stock remains available.
• A supplier's stated lead time will be met.
• A comparison captures every relevant commercial consideration.

Users are responsible for evaluating all information before making a purchasing decision.

10. User Accounts and Authority

Users must provide accurate account information and maintain the confidentiality of their credentials. A person registering on behalf of a business represents that they are authorized to bind that business to these Terms. Users are responsible for activities conducted through their accounts and must promptly notify WinRFQ of suspected unauthorized access. WinRFQ may require additional verification, restrict access or suspend accounts where reasonably necessary to protect the Platform or its Users.

11. Subscription Fees and Platform Charges

Certain Platform features may be offered free of charge, while other features may require subscriptions, membership fees or other platform charges. Applicable charges, billing frequency, renewal conditions and included features will be disclosed before a paid purchase. Unless expressly stated otherwise:

• Platform charges are paid to WinRFQ for access to the relevant Services.
• Platform charges are not deposits, payments or consideration for hardware.
• WinRFQ does not receive, hold or distribute hardware purchase funds.
• A subscription does not guarantee RFQ volume, quotations, sales, customers or revenue.
• A supplier subscription or verification feature does not guarantee buyer engagement or transaction success.

Additional payment provisions are set out in the WinRFQ Payment Terms, which form part of these Terms.

12. Intellectual Property and User Content

The Platform, software, branding, logos, designs, databases, text and related materials are owned by or licensed to WinRFQ and are protected by applicable intellectual property laws. Users retain ownership of their submitted RFQs, quotations, business information and other content, subject to rights granted under these Terms. Users grant WinRFQ a non-exclusive, worldwide, royalty-free license to host, store, reproduce, format, display and process submitted content to the extent reasonably necessary to operate, maintain, improve, secure and promote the Services, subject to the Privacy Policy and applicable law. Users represent that they have the necessary rights to submit their content and that doing so does not violate another party’s rights or applicable law.

13. Confidentiality and Use of Marketplace Information

Users must not misuse confidential commercial information obtained through the Platform. Without limiting the foregoing, Users must not:

• Misappropriate another User's RFQs, quotations or confidential pricing.
• Disclose confidential information to unauthorized third parties.
• Use marketplace data for unlawful purposes.
• Scrape, harvest, bulk-export or commercially resell Platform information without written authorization.
• Use contact details obtained through the Platform for unrelated marketing in violation of the Privacy Policy or applicable law.

Nothing in this section prevents a buyer and supplier from using information legitimately disclosed to them to evaluate and conduct their direct business relationship.

14. Prohibited Conduct

Users must not:

• Commit fraud, impersonation or misrepresentation.
• Submit forged, altered or misleading business documents.
• Publish fraudulent RFQs or quotations.
• Offer counterfeit, stolen or unlawfully sourced hardware.
• Circumvent applicable sanctions, export controls or trade restrictions.
• Interfere with the security or availability of the Platform.
• Attempt unauthorized access to another account or data.
• Introduce malware or malicious code.
• Harass, threaten or defraud another User.
• Violate intellectual property, privacy or confidentiality rights.
• Misrepresent their relationship with WinRFQ.

WinRFQ may investigate suspected violations and take proportionate action, including content removal, verification suspension, account restrictions or termination.

15. No Guarantee of Platform Availability

The Services are provided on an "AS IS" and "AS AVAILABLE" basis to the maximum extent permitted by law. WinRFQ does not guarantee uninterrupted, error-free, secure or continuous operation. The Platform may be modified, suspended, restricted or discontinued, in whole or in part, for maintenance, security, business, technical or other reasons. WinRFQ does not guarantee that records, quotations, messages or data will always be available or retained for a particular period.

16. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WINRFQ DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES RELATING TO THE PLATFORM, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY AND RELIABILITY. WINRFQ DOES NOT WARRANT THE CONDUCT, IDENTITY, CREDITWORTHINESS, FINANCIAL CONDITION, AUTHORITY, PRODUCTS, SERVICES OR PERFORMANCE OF ANY USER. NO INFORMATION, COMMUNICATION OR STATEMENT PROVIDED BY WINRFQ CREATES A WARRANTY UNLESS EXPRESSLY AGREED IN A SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF WINRFQ.

17. Limitation and Exclusion of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. WinRFQ shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive or enhanced damages.
2. WinRFQ shall not be liable for loss of profit, revenue, business, goodwill, anticipated savings, opportunities, data, contracts or expected commercial benefits.
3. WinRFQ shall not be liable for losses arising from buyer-supplier transactions, including product quality, authenticity, delivery, non-payment, supplier default, buyer default, warranty claims or disputes.
4. WinRFQ shall not be liable for third-party conduct, unauthorized access beyond its reasonable control, service-provider failures, telecommunications failures or events outside its reasonable control.
5. WinRFQ shall not be responsible for the accuracy or completeness of User-submitted information.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF WINRFQ ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (I) ONE HUNDRED UNITED STATES DOLLARS (US$100), OR (II) THE TOTAL PLATFORM FEES ACTUALLY PAID BY THE CLAIMANT TO WINRFQ DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies regardless of the legal theory asserted. Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, including liability that cannot legally be waived.

18. Indemnification

To the maximum extent permitted by law, each User agrees to defend, indemnify and hold harmless WinRFQ, its affiliates, officers, directors, employees, contractors, service providers and agents from and against third-party claims, demands, proceedings, losses, liabilities, damages, judgments, penalties and reasonable legal expenses arising from or relating to:

1. The User's breach of these Terms.
2. The User's violation of applicable law.
3. The User's RFQs, quotations, products, services, representations or submitted content.
4. A transaction, proposed transaction or dispute between the User and another marketplace participant.
5. The User's fraud, negligence, willful misconduct or infringement of third-party rights.
6. The User's failure to comply with payment, warranty, delivery, tax or regulatory obligations.

WinRFQ may participate in the defense of a claim at its own expense and may require reasonable cooperation from the indemnifying User. This section does not require indemnification to the extent a claim is caused by conduct for which indemnification is prohibited by applicable law.

19. Disputes Between Buyers and Suppliers

Buyers and suppliers are solely responsible for resolving disputes arising from their business relationships. WinRFQ is not obligated to investigate, mediate, arbitrate, adjudicate, compensate or settle disputes between Users. WinRFQ may, at its discretion, provide records of information submitted through the Platform where legally permitted and reasonably available. Such assistance does not constitute an admission of responsibility, a determination of fault, an endorsement of either party's position or a guarantee that complete records exist. Any decision to assist does not create an ongoing obligation to intervene in future disputes.

20. Suspension and Termination

WinRFQ may restrict, suspend or terminate access to the Platform where it reasonably believes a User has violated these Terms, engaged in fraudulent conduct, created security risks or used the Platform unlawfully. Users may request account closure subject to outstanding obligations, legal retention requirements and applicable data-protection rights. Termination does not eliminate accrued payment obligations, liability provisions, indemnification obligations or clauses intended to survive termination.

21. Privacy

Use of the Platform is also governed by the WinRFQ Privacy Policy, which explains how information is collected, used, disclosed, retained and protected. The Privacy Policy forms part of these Terms.

22. Third-Party Services and Links

The Platform may use or link to third-party hosting, communications, analytics, authentication, payment or other services. WinRFQ does not control third-party services and is not responsible for their independent content, security, availability, policies or conduct. Any User's relationship with a third-party provider is governed by the applicable third-party terms.

23. Force Majeure

WinRFQ shall not be responsible for delay or failure in performing obligations to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, sanctions, labor disputes, power failures, telecommunications failures, cyberattacks, infrastructure failures or interruptions of third-party services.

24. Governing Law and Disputes Involving WinRFQ

These Terms shall be governed by the laws of [Insert State or Country], without regard to conflict-of-law principles. Any dispute between a User and WinRFQ arising from these Terms or the Services shall be brought exclusively in the state or federal courts located in [Insert County and State], and each party consents to the jurisdiction and venue of those courts, subject to applicable law. This provision does not determine the law governing a separate transaction between a buyer and supplier.

25. Amendments

WinRFQ may update these Terms from time to time. Material changes will be communicated through the Platform, by email or by another reasonable method. Continued use of the Platform after the effective date of updated Terms constitutes acceptance to the extent permitted by law.

26. Severability

If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, if legally permissible. The remaining provisions shall continue in effect.

27. Entire Agreement

These Terms, together with the Privacy Policy, Disclaimer and Payment Terms, constitute the agreement between the User and WinRFQ regarding use of the Services, except where a separate written agreement expressly applies.

28. Contact

By using WinRFQ, you acknowledge that you are using an independent technology platform and that all hardware transactions are your own responsibility and the responsibility of the other contracting party.