1.1. These Terms and Conditions for Manufacturers (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 manufacturers using it to offer, promote and market their products.

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

1.3. Registration on the Platform, the publication of products and acceptance of the acceptance checkbox during onboarding imply full, express and unreserved acceptance of these Terms.

1.4. LeanZupply may modify these Terms at any time, with prior notice to the Manufacturer of at least fifteen (15) calendar days, during which the Manufacturer may reject the modification by cancelling its account. Continued use after entry into force constitutes acceptance.

For the purposes of these Terms:

• Platform: the digital ecosystem operated by LeanZupply.
• Manufacturer or Manufacturer User: natural or legal person who, having passed the verification process, publishes and sells goods of its own manufacture through the Platform.
• Buyer or Buyer User: professional company registered as an acquirer on the Platform.
• Product: each good published by the Manufacturer with its corresponding technical sheet, price, timelines and conformity documentation.
• Order: purchase request confirmed by a Buyer through the Platform, associated with a Manufacturer's Product.
• 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: percentage on each confirmed Order that the Manufacturer pays to LeanZupply, in accordance with clause 8.
• Operational Milestones: verifiable events that condition the release of retained payments to the Manufacturer (advance confirmed, equipment completed and ready for shipment, shipment confirmed, etc.).
• Incoterm: international commercial term that defines the responsibilities of seller and buyer in the delivery of goods, in accordance with the rules in force of the International Chamber of Commerce (ICC).

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

1. Access to a network of verified professional Buyers.
2. Tools to publish, manage and market products of its own manufacture.
3. Operational coordination of payments and, when the modality requires it, of logistics and customs clearance.
4. Support in document management and communication with the Buyer.

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

3.3. The sale of the goods is perfected directly between the Manufacturer and the Buyer. LeanZupply is not a party to the sale contract and does not assume title over the goods.

3.4. The Manufacturer retains ownership of its brand, its catalogue, its commercial communication and the technical relationship with the Buyer.

3.5. LeanZupply provides its services «as is» and «as available», without warranty of uninterrupted digital service or of sales volume or commercial results.

4.1. In order to operate on the Platform, the Manufacturer must complete the verification process by providing truthful, accurate, complete and up-to-date information on:

1. Legal identity, tax address and commercial registry number.
2. Evidence of own productive capacity (production lines, facilities, equipment and personnel).
3. Ownership of the registered trademark under which the products are marketed.
4. Applicable certifications for the sector (CE, ISO 9001, FDA, BRC or others as appropriate).
5. Banking details for payment settlement.
6. Additional documentation that LeanZupply may require to verify authenticity and solvency.

4.2. LeanZupply will carry out digital or, when deemed necessary, on-site verifications (its own or through accredited third parties) to validate the status as a real manufacturer, not a trader or reseller.

4.3. LeanZupply may refuse registration at its sole discretion without obligation to state reasons. Acceptance of onboarding does not guarantee visibility, positioning or sales volume.

4.4. The Manufacturer represents and warrants the truthfulness and currency of all information published on the Platform, undertaking to update it upon any change.

4.5. The Manufacturer represents that it complies with anti-money laundering and counter-terrorism financing (AML/CFT) obligations, as well as applicable international sanctions, and undertakes to notify LeanZupply of any situation that may affect its compliance.

5.1. Publication. The Manufacturer may only publish products:

1. Of its own manufacture and under its registered trademark.
2. With technical descriptions, photographs, prices, logistics conditions and delivery times that are exact, complete and verifiable.
3. With conformity documentation (certificates, declarations of conformity, manuals, technical sheets, spare-parts breakdown) complete and current.
4. Complying with the technical, safety and sectoral regulations applicable in the country of origin and destination of the product.

5.2. Express prohibitions. The Manufacturer is strictly prohibited from:

1. Publishing counterfeit products, products of third parties, or products that infringe industrial or intellectual property rights.
2. Publishing false, misleading or incomplete information.
3. Offering illegal, dangerous or prohibited products in any of the operating jurisdictions.
4. Manipulating prices, reviews or ratings within the Platform.
5. Carrying out any conduct contrary to commercial good faith or that may harm the reputation of LeanZupply or other Users.

5.3. Operational obligations. The Manufacturer undertakes to:

1. Honour the prices, timelines and conditions published or accepted upon confirming an Order.
2. Comply with the agreed Incoterm (by default FOB China in Modality 1, unless otherwise agreed; in Modalities 2 and 3, as agreed per product).
3. Keep declared stock updated in real time, especially in Modality 2.
4. Ensure adequate packaging, labelling and documentation for the international or intra-community transport as appropriate.
5. Respond swiftly and professionally to enquiries from Buyers and the LeanZupply team.
6. Provide technical and after-sales support in accordance with the conditions published on the product listing.
7. Supply spare parts according to the timelines and conditions published.
8. Comply with human integrity standards within its productive establishments.

5.4. No-circumvention. The Manufacturer undertakes not to carry out direct transactions with Buyers known through the Platform, circumventing these Terms and the corresponding Facilitation Commission, during the entire duration of the contractual relationship and for a period of twelve (12) months following its termination. Breach of this clause entitles LeanZupply to claim the Facilitation Commission that would have corresponded to the circumvented operations plus an additional compensation for damages of 50 % on that amount.

5.5. Indemnity. The Manufacturer shall hold LeanZupply harmless against any claim arising from product defects, breaches, damages or harm caused by its activity, including any claims by Buyers, regulatory authorities or third parties.

6.1. The onboarding process is structured as follows:

1. The Manufacturer completes the onboarding form and provides the required documentation.
2. LeanZupply carries out the verification in accordance with clause 4.
3. Once approved, the Manufacturer expressly ticks the acceptance checkbox of these Terms and the Privacy Policy on the Platform.

6.2. The Manufacturer's contractual acceptance, for all legal purposes, is effected by ticking the acceptance checkbox in the onboarding panel. That act constitutes the electronic evidence of consent of the Manufacturer 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. The contractual relationship between LeanZupply and the Manufacturer has indefinite validity while the account remains active, without prejudice to the suspension or termination cases set out in clause 17.

6.5. Each confirmed Order constitutes an independent operation, governed by the version of the Terms in force at the time of its confirmation.

7.1. Modality 1 — Delivery from Asia with importation. The Manufacturer:

1. Delivers the product under the agreed Incoterm (by default FOB China).
2. Provides all the documentation necessary for export and for correct customs clearance at destination (commercial invoice, packing list, B/L or AWB, certificates of origin and conformity).
3. Is responsible for regulatory compliance and the technical design of the product at origin.
4. Acknowledges that the Buyer is the importer of record at destination, without this exempting the Manufacturer from its responsibility as producer.

7.2. Modality 2 — Stock in European warehouse (Asian manufacturer). The Manufacturer:

1. Maintains available and updated stock in a European warehouse declared on the Platform.
2. Warrants that the goods were imported and nationalised in accordance with applicable EU regulations, and has the documentation that proves it.
3. Delivers the product to the carrier coordinated by LeanZupply under EXW or equivalent conditions from the warehouse.

7.3. Modality 3 — European manufacturer with delivery from Europe. The Manufacturer:

1. Has production or warehouse within the European Union.
2. Delivers under EXW or equivalent conditions from its facility, as agreed per product.
3. Fully complies with the EU regulations applicable to the product and its marketing within European territory.

7.4. In all modalities, the Manufacturer is and remains solely responsible for the design, manufacture, technical conformity, marking and declarations of conformity of the product in accordance with clause 5 and applicable regulations.

8.1. Prices. Prices are freely set by the Manufacturer and communicated to the Buyer through the Platform. LeanZupply does not intervene in their negotiation.

8.2. Facilitation Commission. LeanZupply receives a Facilitation Commission on each confirmed Order, in accordance with the rates applicable to the Manufacturer published on its panel or in a supplementary agreement.

8.3. Automatic deduction. The Facilitation Commission will be automatically deducted from the net payment that LeanZupply makes to the Manufacturer for each Order.

8.4. Rate modification. LeanZupply may modify the Facilitation Commission rates with prior written notice of at least fifteen (15) calendar days, or through prominent publication on the Platform. Modifications will apply only to Orders confirmed after their entry into force.

8.5. Invoicing. LeanZupply will issue to the Manufacturer the invoice for facilitation services corresponding to each Order, in accordance with applicable tax regulations.

8.6. Manufacturer's tax obligations. The Manufacturer is responsible for compliance with its tax obligations in its jurisdiction, including the correct issuance of the commercial invoice to the Buyer and the settlement of taxes, withholdings and tariffs that correspond to it.

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

9.2. LeanZupply, acting for the account and order of the Buyer, pays the Manufacturer the net amount corresponding to its Product (after deduction of the Facilitation Commission), once the Operational Milestones have been verified and the required documentation has been received (commercial invoice, packing list, B/L or equivalent, customs clearance receipt where applicable).

9.3. Payment to the Manufacturer is made by bank transfer to the account declared in its onboarding. The Manufacturer is responsible for keeping its banking details up to date.

9.4. LeanZupply does not assume responsibility for:

1. Banking delays, exchange rate fluctuations or commissions of the Manufacturer's correspondent bank.
2. Tax or customs withholdings applicable in the Manufacturer's jurisdiction.
3. Delays in the release of funds arising from the Manufacturer's non-compliance (incomplete documentation, errors in banking details, lack of verification of Operational Milestones).
4. Blocks arising from anti-money laundering rules or international sanctions affecting the Manufacturer.

9.5. The Manufacturer receives full traceability of each movement of funds associated with its Orders through the Platform.

10.1. The Manufacturer acknowledges that the technical accuracy, compliance with timelines and declared availability of the products are essential elements for the reliability and reputation of the Platform.

10.2. Penalty cases. In the event of breach of any of the obligations assumed, LeanZupply may apply, at its sole discretion, one or more of the following measures:

1. Deduction or retention of up to ten percent (10 %) of the amount corresponding to the affected Order, as a pre-agreed operational penalty.
2. Temporary or definitive suspension of the Manufacturer's account.
3. Loss of «Verified Manufacturer» status or of preferred visibility in the catalogue.
4. Blocking or removal of products from the active listing.

Breach cases include, without limitation: delays in production or delivery; lack of stock declared as available; differences in technical specifications; shipment of non-conforming products; absence of required documentation; conduct contrary to commercial good faith.

10.3. Compensatory nature. The established penalties are compensatory and pre-agreed in nature, constituting a reasonable estimate of the operational, reputational and administrative damages suffered by LeanZupply in the event of the Manufacturer's breaches.

10.4. Destination of the amount. The penalty amount remains with LeanZupply as operational compensation for the costs arising from the breach (management of the incident, communication with the Buyer, coordination with Logistics Operators, reputational loss, administrative costs). The amount is not transferred to the Buyer, without prejudice to the Buyer's rights against the Manufacturer for the specific operation affected.

10.5. Compatibility with other actions. The application of a penalty does not relieve the Manufacturer of fulfilling or remedying the breach, nor does it limit the Manufacturer's liability towards the Buyer under the sale contract and applicable regulations.

10.6. Communication. LeanZupply may communicate the application of a penalty to the Buyer when necessary to maintain the transparency and traceability of the operation.

11.1. When the modality requires it, LeanZupply coordinates the logistics and customs operation for the account and order of the Buyer, in accordance with the Buyer T&Cs. The Manufacturer undertakes to:

1. Comply with the production timelines declared in the product listing.
2. Notify LeanZupply with reasonable advance notice of the estimated date of equipment ready for shipment.
3. Deliver the product to the designated carrier in correct packaging, labelling and documentation conditions.
4. Provide export documentation (commercial invoice, packing list, B/L or AWB, certificates of origin and conformity) complete, current and consistent.
5. Facilitate coordination with the contracted customs agent.

11.2. The Manufacturer may not dispatch goods without the express confirmation of LeanZupply on the carrier's scheduling and validated documentation.

11.3. Any additional cost arising from documentary errors, inadequate packaging, unnotified delays or lack of coordination with the carrier may be deducted from the payment to the Manufacturer or charged back in accordance with clause 10.

12.1. Warranty. The Manufacturer grants the product warranty to the Buyer, in accordance with the conditions published on each product's listing, which must be clear, complete and at least equivalent to those required by the regulations applicable in the destination jurisdiction.

12.2. Coverage. All costs arising from manufacturing defects or non-conformity of the product within the published warranty period are borne by the Manufacturer, including repair, replacement and, where appropriate, logistics costs associated with the claim.

12.3. Technical support. The Manufacturer provides technical support to the Buyer in accordance with the published conditions, guaranteeing communication in a comprehensible language (minimum English) and responses within reasonable timeframes.

12.4. Spare parts. The Manufacturer maintains availability of essential spare parts for the product and communicates delivery times and request channels to LeanZupply and the Buyer.

12.5. LeanZupply's role. LeanZupply centralises communication between Buyer and Manufacturer in warranty management and claims, but does not replace the Manufacturer nor assume warranty obligations of its own.

12.6. Liability for defective products. The Manufacturer acknowledges that it is liable, in accordance with Directive 85/374/EEC and national transposition legislation, for damage caused by defective products marketed through the Platform, without prejudice to the joint and several liability of the importer of record where legally applicable (Modality 1).

13.1. LeanZupply DOES NOT guarantee to the Manufacturer:

1. Sales volume, commercial results or positioning on the Platform.
2. Uninterrupted continuity of the digital service.
3. Absence of errors or technical incidents.

13.2. LeanZupply IS NOT liable to the Manufacturer for:

1. Errors or omissions in information provided by the Buyer.
2. Cancellations, returns or claims by the Buyer.
3. Delays in transport, customs clearance or final delivery.
4. Economic losses, indirect damages or loss of commercial opportunities of the Manufacturer.
5. Fortuitous event or force majeure in accordance with clause 15.

13.3. Quantitative limitation. Under no circumstances shall LeanZupply's total liability to the Manufacturer, for any cause related to an Order, exceed the amount of the Facilitation Commission actually received by LeanZupply on that Order, and only in the case of proven wilful misconduct or gross negligence.

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. No agency relationship. Nothing in these Terms creates an agency, partnership, joint venture or employment relationship between LeanZupply and the Manufacturer.

14.1. Manufacturer's ownership. The Manufacturer retains full ownership of its trademarks, logos, photographs, technical sheets, manuals and graphic materials.

14.2. Licence to LeanZupply. The Manufacturer grants LeanZupply a non-exclusive, free, worldwide and transferable licence to use its trade name, brand and graphic materials for the purposes of promotion, marketing and presentation of products within the Platform and in its official communication channels.

14.3. Ownership warranty. The Manufacturer warrants the legitimate ownership of the trademarks and materials published, and shall hold LeanZupply harmless against any third-party claim arising from infringements of industrial or intellectual property.

14.4. LeanZupply's ownership. LeanZupply retains exclusive ownership of its software, database, design, operational structure, domain, editorial content and corporate brand.

14.5. Prohibited uses. The Manufacturer 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.

14.6. Confidentiality. Both parties undertake to maintain the confidentiality of all technical, commercial or strategic information known by virtue of their relationship. Confidentiality obligations shall remain in force until five (5) years after termination of the contractual relationship.

14.7. Protection of personal data. The processing of personal data is carried out in accordance with LeanZupply's Privacy Policy, which the Manufacturer declares having read and accepted. To the extent that personal data subject to GDPR is processed, LeanZupply applies the safeguards required for international transfers.

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 party shall notify the other in writing within five (5) business days 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 Orders, with refunds to the Buyer being managed in accordance with the Buyer T&Cs 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 relationship between LeanZupply and the Manufacturer 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, Chinese or other languages).
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 clauses 16.3 and 16.4.

16.3. Mandatory rules applicable to Manufacturers domiciled in the European Union (Modality 3 and European stock of Asian manufacturer). Without prejudice to the choice of law and jurisdiction above, the Manufacturer 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 Manufacturer's Member State on general terms of business-to-business contracts, where it applies on a non-derogable basis.

16.4. Specific recognition — European manufacturers. For manufacturers with registered office or productive facility in the European Union, 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 Manufacturer's account, with or without prior notice depending on the seriousness, in the following cases:

1. Breach of these Terms.
2. Publication of false information, unverified or infringing products.
3. Behaviour contrary to commercial good faith or to the reputation of the Platform.
4. Repeated application of penalties for non-compliance (clause 10).
5. Application of international sanctions or AML/CFT regulations.

17.2. Termination by the Manufacturer. The Manufacturer may cancel its account at any time following the procedure established on the Platform, without prejudice to the pending obligations arising from confirmed Orders in progress, which must be completed up to their final delivery.

17.3. Effects of termination. After termination, the Manufacturer:

1. Will lose access to the panel and will no longer be able to publish products.
2. Will retain the obligation to complete Orders in progress.
3. Will remain bound by the no-circumvention clause (clause 5.4) for an additional twelve (12) months.

17.4. Survival. The obligations of confidentiality, intellectual property, indemnity, limitation of liability, no-circumvention, governing law and dispute resolution shall survive termination.

18.1. Entire Agreement. These Terms, together with the Privacy Policy, the specific commercial agreements signed with the Manufacturer and the referenced documents, constitute the entire agreement between LeanZupply and the Manufacturer, replacing any previous communication or agreement.

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.

18.3. Assignment. The Manufacturer 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 Manufacturer.

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.

18.6. Languages. These Terms are published in Spanish, English and Portuguese. In the event of conflict between versions, the English version shall prevail (unlike the Buyer T&Cs, where Spanish prevails: this is because habitual communication with Asian manufacturers is conducted in English and the contractual document of reference is the English version).

18.7. Communications. Communications between LeanZupply and the Manufacturer shall take place via the registered email or notifications on the Platform. Communications to LeanZupply must be addressed to: manufacturers@leanzupply.com.