1.1. These Terms and Conditions for Buyers (the «Terms») govern access to and use of the digital platform LeanZupply (the «Platform»), operated by Next Trade Global Limited, a company incorporated under the laws of Hong Kong, operating commercially under the brand LeanZupply («LeanZupply», «the Platform» or «the Operator»), by buyer companies using it to acquire goods offered by the manufacturers registered on it.

1.2. The Operator may, in the future, be replaced by another company within the group (notifying the Buyer in advance), with the remaining contractual conditions remaining applicable.

1.3. Use of the Platform by the Buyer, the submission of any order and, in particular, ticking the acceptance checkbox at checkout, imply full, express and unreserved acceptance of these Terms.

1.4. LeanZupply may modify these Terms at any time. The version applicable to each specific transaction shall be the one in force and accepted by the Buyer at the time of confirming the order, in accordance with the mechanism described in clause 6.

For the purposes of these Terms:

• Platform: the digital ecosystem operated by LeanZupply, including the website, applications and associated communication channels.
• Buyer or Buyer User: professional company, natural or legal person registered on the Platform as an acquirer of goods for commercial, industrial or professional use, never for private consumption.
• Manufacturer or Manufacturer User: natural or legal person verified by LeanZupply who publishes and sells goods of their own manufacture through the Platform.
• Order: purchase request confirmed by the Buyer at the Platform's checkout, associated with a specific product, modality and manufacturer.
• Modality: type of operation according to the origin and destination of the goods (1: delivery from Asia with importation; 2: delivery from European warehouse of an Asian manufacturer; 3: delivery from a European manufacturer).
• Facilitation Commission: the 3 % that LeanZupply receives on the total of each transaction for its services.
• Logistics Operators: logistics agents, freight forwarders, customs brokers, insurers and carriers contracted for a specific Order.
• Operational Milestones: verifiable events that condition the release of retained payments (advance confirmed by the manufacturer, equipment ready for shipment, shipment confirmed, arrival at destination, final delivery, as applicable).

3.1. LeanZupply is a F2B (Factory to Business) facilitating platform that offers services of:

1. Connection between professional Buyers and verified Manufacturers.
2. Structuring, organisation and traceability of the commercial, technical and documentary information of each transaction.
3. Operational coordination of payments and, when the modality requires it, of logistics and customs clearance.
4. Support in document management, communication and operational resolution of incidents.

3.2. LeanZupply IS NOT and does not act as: seller, buyer, importer, exporter, distributor, reseller, freight forwarder, customs agent, carrier, financial institution, insurer, fiduciary depositary, nor authorised representative of the products.

3.3. The sale of the goods is perfected directly between the Buyer and the Manufacturer. LeanZupply is not a party to that sale contract, does not assume title over the goods, and is not liable for their quality, conformity, warranty or contractual compliance by the Manufacturer.

3.4. LeanZupply provides its services «as is» and «as available», without warranty of uninterrupted digital service, although it will use reasonable efforts to keep it operational and secure.

4.1. The Platform is intended exclusively for companies, professionals and legal persons acting within the framework of their commercial, industrial or professional activity.

4.2. By registering and operating, the Buyer represents and warrants:

1. To act in a professional B2B capacity and not as a consumer for the purposes of Directive (EU) 2011/83/EU or any applicable national consumer legislation.
2. To have legal capacity and sufficient authority to enter into contracts on behalf of the registered company.
3. To acquire the goods for commercial, industrial or professional use, not for private or domestic consumption.

4.3. Consequently, rights of withdrawal, consumer warranties, return periods or other rights exclusively recognised to consumers under the consumer regulations of any jurisdiction do not apply. Cancellations, returns and warranties are governed exclusively by these Terms and by the conditions published by the Manufacturer on each product's listing.

5.1. In order to operate, the Buyer must complete the registration process by providing truthful, accurate, complete and up-to-date information, including:

1. Legal name, NIF/CIF/VAT-ID or equivalent.
2. Valid EORI when the modality requires importation.
3. Tax address and contact details.
4. Identification and authority of the natural person acting on its behalf.

5.2. The Buyer is responsible for:

1. Maintaining the confidentiality of its access credentials.
2. Immediately notifying any unauthorised use of its account.
3. All activity carried out under its account.
4. Keeping its tax and contact information up to date.

5.3. LeanZupply may request additional documentation to verify the identity, legal capacity or solvency of the Buyer, and may temporarily suspend access until those matters are confirmed.

5.4. The Buyer represents that it complies with the know-your-customer (KYC) and anti-money laundering and counter-terrorism financing (AML/CFT) obligations applicable in its jurisdiction.

6.1. The purchase process is structured as follows:

1. The Buyer selects the product, modality and conditions on the Platform.
2. Before confirming the Order, the Buyer is shown a closed and itemised estimate of the ordinary costs of the transaction.
3. When confirming the Order, the Buyer expressly ticks the acceptance checkbox of these Terms and the Privacy Policy, and processes the payment through the enabled payment gateway.

6.2. The Buyer's contractual acceptance, for all legal purposes, is effected by ticking the acceptance checkbox at checkout and completing the payment. That act constitutes the electronic evidence of consent of the Buyer with regard to the exact version of the Terms in force at that moment.

6.3. LeanZupply will retain an electronic record of:

1. Version of the Terms accepted (tos_version_accepted).
2. Date and time of acceptance (tos_accepted_at).
3. IP address and user-agent of the browser from which acceptance was given.
4. Version of the Privacy Policy accepted.

6.4. Immediately after payment, the Buyer will receive an Order confirmation email including: order number, product, modality, amount, breakdown, applicable version of the Terms and a permanent link to that version.

6.5. The invoice for the Facilitation Commission issued by LeanZupply will include an explicit reference to the version of the Terms applicable to the Order.

6.6. The Buyer accepts that each Order constitutes an independent agreement, governed by the version of the Terms in force and accepted at the time the Order is confirmed.

7.1. Modality 1 — Factory purchase with delivery from Asia. The goods are produced and shipped from an Asian origin, entering the European customs territory for the first time. In this modality, the Buyer:

1. Acts as importer of record and economic operator for the purposes of European Union customs and market surveillance regulations, exclusively in respect of the specific equipment, model and operation acquired.
2. Assumes the responsibilities attributed by regulation to the importer or economic operator, including: (i) the correct introduction of the product into the territory of the European Union; (ii) the retention and availability of conformity documentation; (iii) cooperation with the competent authorities in matters of market surveillance when legally required.
3. Acknowledges that such responsibilities do not extend to other products, future operations, or third parties.

7.2. Modality 2 — Purchase from Asian manufacturer with stock in European warehouse. The goods were already imported and nationalised upon entering the European stock. In this modality, the Buyer acquires intra-community or domestically, depending on the location of the warehouse and the Buyer, without assuming the role of importer or economic operator in respect of that transaction.

7.3. Modality 3 — Purchase from European manufacturer with delivery from Europe. Intra-community or domestic transaction. The Buyer acquires goods from manufacturers with production or warehouse in the European Union, without importation or tariffs.

7.4. In all modalities, the Manufacturer remains the sole party responsible for the design, manufacture, technical conformity, marking and declarations of conformity of the product.

7.5. LeanZupply shall in no case act as importer, exporter, economic operator, authorised representative, nor assume regulatory responsibility for the products marketed through the Platform.

8.1. Prices are freely determined by the Manufacturers and accepted by the Buyer. LeanZupply does not intervene in their negotiation.

8.2. The price displayed at checkout is a closed estimate of the ordinary costs of the transaction, broken down by modality and composed, as applicable, of: equipment price, international or internal logistics, insurance, customs clearance, import duties and import VAT, applicable VAT, and the Facilitation Commission.

8.3. LeanZupply's Facilitation Commission is 3 % of the total of the transaction and exclusively covers the facilitation services described in clause 3.1.

8.4. Ordinary costs are those foreseen and quoted prior to confirmation of the Order. Their final amount may vary marginally from the initial estimate due to causes outside LeanZupply's control (exchange rate fluctuations, tariff adjustments, minor rate changes by operators), provided that such variation is proportionate and is communicated to the Buyer with supporting documentation.

8.5. Extraordinary costs are those unforeseen at the time of checkout, arising from: (i) inspections, retentions or requirements of the customs authority; (ii) prolonged storage, demurrage or delays attributable to the Buyer or to circumstances outside LeanZupply's control; (iii) supervening regulatory, tariff or fiscal changes; (iv) unforeseen documentary, technical or logistical incidents. These costs are communicated and documented to the Buyer before being applied and are borne by the party to which they correspond according to the nature of the cost, with those derived from the Buyer's status as importer (Modality 1) or acquirer being in any event its responsibility.

8.6. Each party is responsible for compliance with its tax obligations in its jurisdiction.

9.1. The Buyer makes a single payment to LeanZupply through the professional payment gateway Stripe Connect. The funds are received in LeanZupply's operating account in Hong Kong and remain retained until the Operational Milestones applicable to the Order are met.

9.2. LeanZupply distributes the retained funds to each counterparty of the operation (Manufacturer, Logistics Operators, customs brokers, insurers and corresponding tax authorities) for the account and order of the Buyer and only upon fulfilment of the agreed Operational Milestones.

9.3. The Buyer expressly authorises LeanZupply to receive and distribute such funds on its behalf, exclusively for the purpose of executing the transaction.

9.4. LeanZupply does not act as a financial institution, does not provide regulated payment services, and does not constitute a fiduciary deposit. The retention of funds is operational in nature and is limited to the time strictly necessary for the execution of the transaction.

9.5. LeanZupply is not responsible for: (i) banking or payment gateway delays; (ii) exchange rate fluctuations between the time of payment and the release of funds; (iii) tax or customs withholdings applicable to the Buyer or Manufacturer in their respective jurisdictions; (iv) blocks arising from anti-money laundering rules or international sanctions affecting any of the parties.

9.6. The Buyer receives full traceability of each movement of funds through the Platform.

10.1. When the modality requires it, LeanZupply coordinates the end-to-end logistics and customs operation, contracting the Logistics Operators for the account and order of the Buyer.

10.2. In practice:

1. LeanZupply selects and proposes market Logistics Operators for the Order.
2. Estimated costs and timelines are shown in itemised form before checkout.
3. Upon confirming the Order, the Buyer expressly authorises LeanZupply to contract such Operators on its behalf.
4. Each Logistics Operator is professionally liable for the service it provides, under its own licences, conditions and professional terms.
5. LeanZupply manages the documentation, tracks the shipment and administers payments to each Operator in accordance with the scheme of clause 9.

10.3. LeanZupply is not a freight forwarder, customs agent or carrier with its own licence, and does not directly provide such services. Consequently, it shall not be liable for: losses, damage, delays, theft or hold-ups during transport; errors in customs clearance; incidents in the provision of service by the Logistics Operators; claims covered or not covered by the contracted insurance policies.

10.4. What LeanZupply DOES do in the event of an incident:

1. Centralises communication between the Buyer and the corresponding Operator.
2. Provides documentary and operational support to the Buyer to channel the claim.
3. Accompanies the follow-up until resolution of the incident.
4. Does not replace the contractual relationship between the Operator and the Buyer, nor assumes the obligations of the former.

11.1. Cancellation conditions depend on the status of the Order at the time of the request and the applicable modality.

11.2. The specific conditions applicable to each Order are indicated to the Buyer before confirming the purchase at checkout.

11.3. In any case:

1. LeanZupply coordinates communication with the Manufacturer and the Logistics Operators involved upon a cancellation request.
2. Refunds are managed according to the funds effectively recoverable from the Manufacturer and the Logistics Operators based on the status of the transaction.
3. Non-recoverable costs are documented to the Buyer.
4. The refund timeframe, where applicable, will be the usual one for the payment method used.

11.4. Returns after delivery of the goods are governed exclusively by the warranty policy published by the Manufacturer on the product listing and by clause 12 of these Terms.

12.1. The product warranty is granted exclusively by the Manufacturer, in accordance with the conditions published on each product's listing. LeanZupply does not grant its own warranty on the goods marketed through the Platform.

12.2. The Buyer may consult, prior to purchase: warranty conditions, spare parts availability, technical manuals and installation requirements.

12.3. Installation, commissioning and maintenance are the responsibility of the Buyer, unless the Manufacturer or a local operator expressly offers that service for a specific product, in which case the conditions will be indicated on the product listing.

12.4. The supply of spare parts is the responsibility of the Manufacturer. LeanZupply centralises the request, supports documentary traceability and provides logistical support where applicable.

12.5. LeanZupply's role in warranty management:

1. Centralises communication with the Manufacturer to channel the claim.
2. Supports the Buyer in documenting the incident.
3. Helps interpret the technical information and the commitments assumed by the Manufacturer.
4. Does not replace the Manufacturer nor assume warranty obligations of its own.

12.6. Without prejudice to clause 16, the rules of the European Union and Member States on liability for defective products (Directive 85/374/EEC and national transposition legislation) are mandatorily applicable, where appropriate. Such liability lies with the Manufacturer or, where legally applicable, with the importer of record (Modality 1), in accordance with clause 7.

13.1. LeanZupply, as a facilitating platform, IS NOT liable for:

1. The quality, safety, legality or conformity of the goods offered by the Manufacturers.
2. The truthfulness or accuracy of the information provided by Manufacturers or Logistics Operators.
3. Compliance by the Manufacturer or Logistics Operators with their contractual obligations.
4. Commercial disputes, breaches, defects or flaws attributable to the Manufacturer.
5. Losses, delays or damage in transport and logistics.
6. Breaches of customs, tax or regulatory rules by the Buyer.
7. Economic losses arising from the Buyer's commercial decisions.
8. Fortuitous event or force majeure in accordance with clause 15.

13.2. Exclusion of warranties. The Platform is provided «as is» and «as available». LeanZupply does not warrant that the service will be uninterrupted, error-free, or free from technical incidents.

13.3. Quantitative limitation. Under no circumstances shall LeanZupply's total liability to the Buyer, for any cause related to an Order, exceed the amount of the Facilitation Commission actually received by LeanZupply on that Order.

13.4. Excluded damages. LeanZupply shall not be liable for indirect, consequential, punitive damages, lost profits, loss of commercial opportunities, or reputational damage, even if it was advised of their possibility.

13.5. The limitations of this clause do not exclude any liabilities that are mandatorily applicable in accordance with clause 16.

14.1. LeanZupply's ownership. All intellectual and industrial property rights over the Platform — including software, design, structure, brand, domain, editorial content and databases — are the exclusive property of LeanZupply or its licensors.

14.2. Buyer's content. The Buyer retains ownership over the information it provides and grants LeanZupply a worldwide, non-exclusive, royalty-free licence to use such information exclusively for the purpose of operating the Platform and providing the services.

14.3. Prohibited uses. The Buyer is prohibited from:

1. Copying, reproducing or creating derivative works of the Platform.
2. Carrying out scraping or automated extraction of data without authorisation.
3. Using information or content from the Platform to train artificial intelligence models or to build competing services.
4. Using the trademarks, logos or visual elements of LeanZupply without express authorisation.

14.4. Protection of personal data. The processing of personal data of the Buyer and of the natural persons acting on its behalf is carried out in accordance with LeanZupply's Privacy Policy, which the Buyer declares having read and accepted.

14.5. GDPR and international transfers. To the extent that personal data subject to Regulation (EU) 2016/679 (GDPR) is processed, LeanZupply applies the safeguards required for international transfers of data to third countries (including Hong Kong), as detailed in the Privacy Policy.

15.1. Neither party shall be liable for failure to perform its obligations when such failure is due to force majeure causes, understood as unforeseen, unavoidable events outside the reasonable control of the affected party, including but not limited to:

1. Natural disasters, pandemics, health emergencies.
2. Armed conflicts, acts of terrorism, civil disturbances.
3. General strikes, port or transport blockades.
4. Regulatory changes, international sanctions, governmental restrictions.
5. Serious failures of telecommunications or energy infrastructure.
6. Large-scale cyberattacks.

15.2. The affected obligations shall be suspended for the duration of the event. The affected party shall notify the other in writing as soon as possible and shall resume performance as soon as circumstances allow.

15.3. If the force majeure event lasts for more than ninety (90) days, either party may terminate the affected Order, with refunds being managed in accordance with clause 11 and the amounts effectively recoverable from the Manufacturer and the Logistics Operators.

16.1. Governing law. These Terms shall be governed by and interpreted in accordance with the laws of Hong Kong SAR.

16.2. Dispute resolution. Any controversy, claim or dispute arising from or related to these Terms or to the use of the Platform shall be submitted to binding arbitration, administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with its rules in force. The arbitration shall be:

1. Exclusive and binding.
2. Conducted in English (without prejudice to the parties submitting documentation in Spanish or Chinese).
3. Seat of arbitration: Hong Kong.
4. Sole arbitrator, unless the parties agree otherwise.

The parties expressly waive submitting disputes to courts of any other jurisdiction, without prejudice to the provisions of clause 16.3.

16.3. Mandatory rules applicable to Buyers domiciled in the European Union. Without prejudice to the choice of law and jurisdiction above, the Buyer and LeanZupply acknowledge that, where applicable, the following rules are mandatorily applicable, without the choice of law made in clause 16.1 being able to exclude their application:

1. Regulation (EU) 2016/679 (GDPR) with respect to the processing of personal data.
2. European product regulations applicable to the goods marketed (CE marking, sectoral safety regulations, market surveillance).
3. Directive 85/374/EEC on liability for defective products and its national transposition.
4. The mandatory national legislation of the Buyer's Member State on general terms of business-to-business contracts, where it applies on a non-derogable basis.

16.4. Specific recognition — Modality 3. In purely intra-community or domestic operations (Modality 3 — European manufacturer and delivery within EU territory), the parties acknowledge that a court of the corresponding Member State could consider itself competent if so provided by mandatory regulation, without prejudice to the parties' commitment to attempt resolution by HKIAC arbitration in the first instance.

17.1. LeanZupply may suspend or cancel the Buyer's account, with prior notice when reasonable, in the following cases:

1. Breach of these Terms.
2. False, fraudulent or incomplete information provided in registration or during the transaction.
3. Non-payment of confirmed Orders or assumed costs.
4. Activity contrary to good faith, abusive, or that puts LeanZupply, other Users or the Platform at risk.
5. Application of international sanctions or AML/CFT regulations.

17.2. The Buyer may cancel its account at any time following the procedure of the Platform, without prejudice to pending obligations arising from ongoing Orders.

17.3. The obligations of confidentiality, intellectual property, limitation of liability, governing law and dispute resolution shall survive the termination of the account.

18.1. Entire Agreement. These Terms, together with the Privacy Policy, the specific Terms accepted upon confirming each Order and the referenced documents, constitute the entire agreement between LeanZupply and the Buyer, replacing any previous communication or agreement, whether oral or written.

18.2. Severability. If any provision is declared invalid or unenforceable by a competent court or arbitrator, the remaining provisions shall remain in full force and the affected provision shall be interpreted in the manner closest to its original intent that is valid.

18.3. Assignment. The Buyer may not assign its rights or obligations under these Terms without the prior written consent of LeanZupply. LeanZupply may assign these Terms in cases of corporate reorganisation, merger, acquisition, asset transfer or change of Operator, notifying the Buyer.

18.4. No waiver. The failure of either party to exercise a right shall not constitute a waiver thereof, except by express written statement.

18.5. Relationship between the parties. Nothing in these Terms constitutes an agency, partnership, joint venture or employment relationship between LeanZupply and the Buyer.

18.6. Languages. These Terms are published in Spanish, English and Portuguese. In the event of conflict between versions, the Spanish version shall prevail.

18.7. Communications. Communications between LeanZupply and the Buyer shall take place via the registered email, notifications on the Platform or, where appropriate, by post to the declared tax address. Communications to LeanZupply must be addressed to: admin@leanzupply.com.