Buyer Agreement

This Buyer Agreement (“Agreement”) governs participation as a Requester and, where a quotation is accepted, as a Buyer on the SubmitParts platform, including submitparts.com, associated SubmitParts digital services and, where made available, official SubmitParts mobile applications (collectively, the “Platform”, “SubmitParts”, “we”, “us”, or “our”).

This Agreement is entered into between you (“Requester”, “Buyer”, or “you”, as applicable) and Ayda Cavuldar (SubmitParts Business), operating submitparts.com.

By creating or submitting Requests for Quotation (“RFQs”), reviewing quotations, accepting Supplier offers, or otherwise using Requester/Buyer functionality, you agree to this Agreement together with the Terms & Conditions and other policies applicable to the services you use.

If you do not agree to this Agreement, you must not use Requester/Buyer functionality.

1. PLATFORM PURPOSE AND REQUESTER ROLE

1.1 SubmitParts Platform

SubmitParts provides B2B digital sourcing, RFQ, quotation, communication and account-management tools through which businesses and professionals may seek quotations for spare parts.

The Platform may allow Requesters to:

• create and publish RFQs;
• describe required parts and quantities;
• receive quotations from eligible independent Suppliers;
• review and compare quotations;
• accept eligible Supplier offers;
• access Deal / Commercial Agreement records;
• communicate with Suppliers;
• manage RFQs and Deals; and
• access other Requester functionality made available by SubmitParts.

1.2 Requester and Buyer Terminology

A “Requester” is a User seeking quotations through the Platform.

Where a Requester accepts a Supplier quotation and proceeds with a commercial transaction, that User may also be referred to as the “Buyer”.

1.3 Requester and Supplier Capabilities

Requester and Supplier capabilities are not necessarily mutually exclusive.

A User with Supplier functionality may also use Requester functionality where permitted by the User's account and Platform entitlements.

When acting as a Supplier, the User must comply with the Supplier Agreement and other applicable Platform terms.

2. INDEPENDENT MARKETPLACE STATUS

SubmitParts provides digital infrastructure through which independent Requesters and Suppliers may discover each other, exchange RFQs and quotations, communicate and record accepted quotations.

Unless expressly stated otherwise, SubmitParts:

• does not manufacture, purchase, sell, own, stock or warehouse physical spare parts;
• does not act as the Buyer or Supplier of physical goods;
• does not act as a dealer, distributor, broker or commercial agent in the underlying parts transaction;
• does not inspect, authenticate, test or certify quoted parts;
• does not guarantee the quality, condition, authenticity, title, safety, suitability or compatibility of physical goods;
• does not guarantee Supplier performance, solvency or delivery;
• does not hold Buyer or Supplier commercial funds in escrow;
• does not collect or process Buyer-to-Supplier payments for physical spare parts;
• does not receive a sales commission based on the value of the physical-goods transaction; and
• does not provide physical freight forwarding, customs clearance or delivery services unless expressly stated otherwise in relation to a separate service.

Any commercial transaction concerning physical goods is entered into directly between the Buyer and the relevant Supplier.

SubmitParts is not a party to that underlying sale or supply transaction merely because the RFQ, quotation, acceptance, Deal record or communications occurred through the Platform.

3. RFQ CREATION AND REQUESTER RESPONSIBILITIES

3.1 Accurate RFQ Information

Requesters must take reasonable care to provide accurate and sufficiently complete information concerning the parts they require.

Depending on the request, relevant information may include:

• equipment or vehicle manufacturer;
• model;
• year;
• serial or identification number;
• OEM or reference part number;
• part description;
• required quantity;
• preferred condition;
• delivery destination; and
• relevant photographs, drawings or technical information.

The Requester is responsible for information submitted through its account.

3.2 Genuine Commercial Purpose

RFQs must represent legitimate sourcing or purchasing activity.

Requesters must not intentionally create:

• fraudulent or fictitious RFQs;
• deliberately misleading part requests;
• abusive or harassing requests;
• spam enquiries; or
• RFQs designed primarily to manipulate Platform activity or unlawfully obtain confidential commercial information.

Legitimate market research or comparison of quotations as part of a genuine purchasing process is not prohibited merely because a Requester considers multiple Suppliers or prices.

3.3 RFQ Allowances

The number of RFQs a User may create is governed by the User's applicable account entitlement, Membership Plan, Extra Credit balance or other allowance displayed or communicated by SubmitParts at the relevant time.

SubmitParts may change future allowances or account features prospectively.

A change will not retroactively reduce an entitlement already purchased for an active defined membership term except where required by law, necessary to address misuse or security issues, or agreed with the User.

4. REVIEWING QUOTATIONS

4.1 Independent Evaluation

Requesters are responsible for evaluating quotations before acceptance.

Depending on the transaction, the Requester should consider matters such as:

• part number and specification;
• technical compatibility;
• quantity;
• condition;
• manufacturer or brand;
• unit and total price;
• currency;
• availability;
• dispatch or delivery estimate;
• shipping costs and terms;
• warranty or return terms; and
• quotation validity period.

4.2 Supplier Information

SubmitParts may display Supplier information, ratings, reviews or other Platform information to assist Users.

Such information does not constitute a guarantee by SubmitParts of the Supplier's identity, creditworthiness, authority, product quality or future performance.

Buyers should conduct due diligence appropriate to the nature, value and risk of the proposed transaction.

4.3 Technical Compatibility

The Buyer is responsible for determining whether a quoted part is appropriate for its intended application.

Where compatibility is uncertain, the Buyer should obtain appropriate technical confirmation from the Supplier, manufacturer or other qualified source before purchasing or installing the part.

SubmitParts does not provide engineering or mechanical compatibility certification.

5. QUOTATION ACCEPTANCE AND DEAL RECORDS

5.1 Acceptance

When a Requester accepts an eligible Supplier quotation through SubmitParts, the Platform may record the accepted quotation and create a Deal / Commercial Agreement record containing relevant information about the accepted offer.

Acceptance indicates the Requester's intention to proceed with the Supplier on the accepted commercial terms, subject to any additional terms lawfully agreed between the Buyer and Supplier.

5.2 Purpose of the Deal Record

The Deal / Commercial Agreement record assists the Buyer and Supplier in documenting and administering their transaction.

Its creation does not make SubmitParts the Buyer, seller, Supplier, broker, agent, escrow provider or payment intermediary for the physical goods.

5.3 Additional Commercial Arrangements

The Buyer and Supplier remain responsible for agreeing any additional matters required for fulfilment of their transaction, including where applicable:

• invoicing;
• payment arrangements;
• banking information;
• shipping;
• insurance;
• inspection;
• warranties;
• returns;
• customs documentation; and
• taxes and duties.

6. PAYMENT FOR PHYSICAL GOODS

6.1 Direct Payment

SubmitParts does not collect, hold or process the Buyer's payment to the Supplier for physical spare parts.

The Buyer and Supplier are responsible for agreeing directly on:

• payment method;
• currency;
• payment timing;
• deposit requirements;
• banking information;
• documentary requirements; and
• other settlement conditions.

6.2 Payment Due Diligence

Before transferring funds, Buyers should take commercially reasonable precautions appropriate to the transaction.

These may include verifying:

• Supplier identity;
• company information;
• payment instructions;
• bank-account details;
• invoice information;
• agreed part specifications; and
• applicable delivery and commercial terms.

Buyers should exercise particular caution where payment instructions change unexpectedly or where funds are requested through an account or channel inconsistent with the Supplier's verified business information.

6.3 Payment Disputes

Any dispute concerning payment for physical goods is between the Buyer and Supplier, subject to applicable law and the commercial terms agreed between them.

SubmitParts does not provide escrow or payment-protection services for physical-goods transactions unless a separate service is expressly introduced and identified as such.

7. SHIPPING, CUSTOMS, DUTIES AND TAXES

7.1 Shipping Terms

The Buyer and Supplier are responsible for agreeing the shipping and delivery arrangements applicable to their transaction.

Responsibility for freight charges, insurance, risk of loss, customs clearance and related costs depends on the parties' agreed commercial terms, including any applicable Incoterms.

7.2 Import and Export Requirements

Each party is responsible for legal and regulatory obligations applicable to that party and the transaction.

Depending on the transaction, these may include:

• import or export requirements;
• customs declarations;
• licences and permits;
• sanctions and restricted-party requirements;
• tariffs;
• customs duties;
• VAT, GST or sales taxes; and
• other governmental charges.

The Buyer should determine before purchase whether the goods may lawfully be imported into the destination country and whether any special licences, approvals or restrictions apply.

7.3 No Customs or Tax Advice

Information provided through SubmitParts does not constitute customs, tax, import/export or legal advice.

Users should obtain professional advice where appropriate.

8. DELIVERY AND INSPECTION

8.1 Inspection

The Buyer should inspect delivered goods within a commercially reasonable period having regard to the nature of the goods and the agreed transaction terms.

Where appropriate, inspection may include checking:

• quantity;
• part numbers;
• packaging condition;
• visible damage;
• physical condition;
• specifications; and
• apparent conformity with the accepted quotation.

8.2 Installation and Safety

Where a part is safety-critical, technically complex, remanufactured, used or otherwise requires specialist installation, the Buyer is responsible for obtaining appropriate professional inspection or installation where reasonably necessary.

A Buyer should not install or operate a part it reasonably believes may be unsafe, materially damaged or incompatible.

8.3 Problems With Delivered Goods

If goods appear materially inconsistent with the accepted quotation or agreed terms, the Buyer should notify the Supplier within the period required by their agreement or applicable law.

Any applicable warranty, return, replacement or refund concerning the physical goods is the responsibility of the Supplier and Buyer according to their agreement and applicable law, not SubmitParts.

9. DISPUTES WITH SUPPLIERS

Because SubmitParts is not a party to the underlying physical-goods transaction, commercial disputes between Buyer and Supplier generally must be resolved directly between those parties.

Such disputes may include:

• incorrect parts;
• damaged goods;
• product condition;
• authenticity;
• compatibility;
• delivery delays;
• non-delivery;
• warranty claims;
• returns;
• commercial payment disputes; or
• other fulfilment issues.

SubmitParts does not act as an arbitrator, escrow provider, court, debt collector or guarantor of the Supplier's obligations.

Where appropriate, SubmitParts may review Platform records or take action concerning misuse of the Platform, fraud, prohibited goods, account conduct or violations of Platform policies.

Any such Platform action does not make SubmitParts responsible for resolving or paying a User's underlying commercial claim.

10. BUYER CONDUCT

Requesters and Buyers must use SubmitParts lawfully and professionally.

Users must not:

• create fraudulent or deliberately misleading RFQs;
• misrepresent identity, company information or authority;
• knowingly provide false delivery or transaction information;
• use Platform communications for spam, harassment or unlawful activity;
• attempt to obtain goods through fraud or deceptive payment practices;
• misuse Supplier confidential or personal information;
• circumvent Platform security, quotas or access controls;
• upload malicious files or links; or
• use SubmitParts to facilitate unlawful transactions.

11. RATINGS AND REVIEWS

Where available, Buyers may submit ratings and reviews following eligible Deals.

Reviews must relate to genuine experiences and must not be knowingly false, defamatory, threatening, coercive, manipulated or retaliatory.

Buyers must not threaten negative reviews in order to obtain money, goods, discounts or other concessions to which they are not legitimately entitled.

A legitimate commercial complaint or good-faith attempt to resolve a dispute does not by itself constitute review manipulation.

SubmitParts may moderate, restrict or remove reviews in accordance with applicable Platform policies and law.

12. BUYER INFORMATION AND SUPPLIER CONTACT

Following quotation acceptance or at another stage permitted by the Platform, SubmitParts may make relevant Buyer and Supplier contact or business information available to the parties to facilitate fulfilment of the Deal.

Users must use information obtained through SubmitParts only for legitimate purposes connected with the RFQ, quotation, Deal or other authorised Platform activity, or as otherwise permitted by law.

Buyer and Supplier information must not be harvested, sold or misused for unrelated spam, fraud or unauthorised marketing.

Personal information is otherwise processed in accordance with the Privacy Policy.

13. SUSPENSION, RESTRICTION AND TERMINATION

SubmitParts may restrict, suspend or terminate Requester/Buyer functionality where reasonably necessary, including where:

• fraudulent or deliberately misleading RFQs are submitted;
• the User engages in payment fraud or attempted fraud;
• the User harasses or threatens Suppliers;
• Platform or User security is threatened;
• the User repeatedly abuses RFQ or communication functionality;
• the User violates this Agreement or the Terms & Conditions;
• unlawful activity is suspected; or
• action is required by law or a competent authority.

Where appropriate and reasonably practicable, SubmitParts may provide notice or an opportunity to remedy a breach.

Immediate restriction or suspension may occur where reasonably necessary to address fraud, security threats, serious User harm or legal obligations.

Termination or suspension does not eliminate obligations or liabilities that arose before the restriction took effect.

14. REQUESTER / BUYER RESPONSIBILITY

The Requester or Buyer, and not SubmitParts, is responsible for its decisions concerning the physical-goods transaction.

Subject to applicable law and the parties' agreed terms, this may include responsibility for:

• accuracy of RFQ information;
• evaluation of quotations;
• technical suitability decisions;
• verification appropriate to the transaction;
• payment to the Supplier;
• compliance with applicable import requirements;
• fulfilment of Buyer-side customs and tax obligations; and
• use, installation and operation of purchased parts.

SubmitParts does not assume these Buyer obligations merely because the transaction originated through the Platform.

15. SUBMITPARTS LIABILITY

The disclaimers and limitations of liability contained in the Terms & Conditions apply to Requester and Buyer participation under this Agreement.

In particular, SubmitParts does not guarantee:

• that an RFQ will receive quotations;
• Supplier availability;
• Supplier identity or solvency;
• product quality;
• authenticity;
• compatibility;
• delivery;
• Supplier performance; or
• successful completion of a transaction.

Nothing in this Agreement excludes or limits liability to the extent that such exclusion or limitation is prohibited by applicable law.

16. PRIVACY AND DATA

Personal information is processed in accordance with the Privacy Policy.

Cookies and related technologies are addressed in the Cookie Policy.

Requesters and Buyers must use personal or business information obtained through SubmitParts only for legitimate Platform and transaction purposes or as otherwise permitted by law.

17. CHANGES TO THIS AGREEMENT

SubmitParts may update this Agreement from time to time to reflect changes in Platform functionality, Requester services, legal requirements or operational practices.

Each published version may have a version identifier and effective date.

Where a change is material or applicable law requires renewed consent, SubmitParts may provide notice and/or require acceptance of the updated Agreement before affected functionality can continue.

Changes do not retroactively alter completed transactions or previously acquired contractual rights except where required by law or expressly agreed.

18. RELATIONSHIP WITH OTHER SUBMITPARTS TERMS

This Agreement should be read together with applicable SubmitParts legal documents, including:

• Terms & Conditions
• Privacy Policy
• Cookie Policy
• Supplier Agreement, where the User also acts as a Supplier
• Membership & Subscription Terms, where applicable
• Cancellation & Refund Policy, where applicable
• Disclaimer

Where this Agreement specifically governs Requester or Buyer participation and conflicts with a more general provision of the Terms & Conditions, this Agreement will govern that Requester/Buyer-specific subject matter to the extent of the inconsistency.

The Terms & Conditions continue to govern general use of the Platform.

19. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of Türkiye, without regard to conflict-of-law principles.

Subject to mandatory legal rights or jurisdictional rules that cannot lawfully be excluded, disputes arising from this Agreement shall be subject to the competent courts and enforcement offices of Ankara, Türkiye.

20. SEVERABILITY AND NO WAIVER

If any provision of this Agreement is determined to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

Failure by SubmitParts to enforce a provision on one occasion does not waive the right to enforce that provision subsequently.

21. CONTACT INFORMATION

SubmitParts
Ayda Cavuldar (SubmitParts Business)
Website: submitparts.com
Email: info@submitparts.com