Supplier Agreement

This Supplier Agreement (“Agreement”) governs participation as a Supplier 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 (“Supplier” or “you”) and Ayda Cavuldar (SubmitParts Business), operating submitparts.com.

By activating or maintaining Supplier functionality, submitting quotations, purchasing an eligible Supplier Membership or quotation credits, or otherwise participating on the Platform as a Supplier, 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 Supplier functionality.

1. PLATFORM PURPOSE AND SUPPLIER ROLE

1.1 SubmitParts Platform

SubmitParts provides B2B digital sourcing, RFQ, quotation, communication and account-management tools through which independent businesses may request and offer spare parts.

The Platform may allow eligible Suppliers to:

• discover Requests for Quotation (“RFQs”);
• review part requirements submitted by Requesters;
• submit quotations;
• communicate with Requesters;
• manage quotations and accepted Deals;
• receive eligible RFQ alerts;
• purchase or use applicable Membership Plans and Extra Credit Packs; and
• access other Supplier functionality made available by SubmitParts.

1.2 Supplier Independence

Suppliers participate as independent businesses.

Nothing in this Agreement creates an employment, partnership, joint venture, franchise, agency, fiduciary or representative relationship between SubmitParts and the Supplier.

A Supplier is not authorised to make commitments, representations or warranties on behalf of SubmitParts.

1.3 Supplier and Requester Capabilities

Supplier and Requester capabilities are not mutually exclusive.

Where permitted by the User's account and Platform entitlements, a Supplier may also use Requester functionality to create RFQs for parts required by its own business.

When acting as a Requester or Buyer, the User must comply with the Terms & Conditions and any applicable Buyer Agreement.

2. INDEPENDENT MARKETPLACE STATUS

SubmitParts provides digital infrastructure through which independent Requesters and Suppliers may discover each other, exchange 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 Supplier or Buyer of physical goods;
• does not act as a dealer, distributor, broker or commercial agent in the underlying parts transaction;
• does not guarantee that any quotation will be viewed, accepted or result in a transaction;
• does not guarantee sales, revenue, enquiries or commercial results;
• does not inspect, authenticate, test or certify parts supplied by Users;
• 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 packing, freight forwarding, customs clearance or delivery services unless expressly stated otherwise in connection with a separate service.

The commercial sale and supply of physical parts occurs directly between the Supplier and Buyer.

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

3. SUPPLIER ELIGIBILITY AND ACCOUNT INFORMATION

3.1 Business Use

Supplier functionality is intended for legitimate businesses and professionals engaged in the supply, distribution, manufacture, rebuilding, dismantling, sourcing or lawful resale of relevant parts or equipment.

This may include, without limitation:

• manufacturers;
• authorised or independent distributors;
• parts dealers;
• dismantlers;
• rebuilders and remanufacturers;
• exporters and importers;
• specialist parts businesses; and
• other lawful commercial suppliers.

SubmitParts does not represent that any particular Supplier category is authorised or endorsed by an original equipment manufacturer unless expressly stated.

3.2 Accurate Business Information

Suppliers must provide accurate and reasonably current account and business information requested by the Platform.

Depending on the account and jurisdiction, this may include:

• business or trading name;
• contact information;
• company registration information;
• business address;
• country;
• tax or VAT information; and
• other information reasonably required for verification or Platform administration.

Suppliers must not falsely represent their identity, business status, location, manufacturer affiliation, dealership status, certifications or authority.

3.3 Account Security

Suppliers are responsible for maintaining the security of their account credentials and must promptly notify SubmitParts if they reasonably suspect unauthorised access.

4. MEMBERSHIP, QUOTATION AND RFQ ENTITLEMENTS

4.1 Supplier Access

Access to quotation functionality may depend on an eligible Supplier Membership, quotation credits, account status or other entitlement displayed by SubmitParts.

Membership Plans may include different RFQ allowances, quotation allowances and Platform features.

4.2 Membership Duration

Unless expressly stated otherwise at the time of purchase, Supplier Memberships are purchased for a defined duration and are not automatically renewed or automatically billed.

Where the Platform permits renewal of an active Membership, an additional membership period may be calculated or added in accordance with the rules displayed at the time of purchase.

4.3 Extra Credit Packs

Eligible Suppliers may purchase Extra Credit Packs to increase available quotation or RFQ credits according to the applicable pack terms.

4.4 Authoritative Entitlements

Current plan descriptions, entitlements, allowances and available credits displayed by SubmitParts govern the Supplier's Platform usage entitlement.

SubmitParts may change future plans, prices, features or allowances prospectively without retroactively reducing an already purchased active entitlement except where required by law, necessary to address misuse or security issues, or agreed with the User.

Additional rules concerning Memberships and Extra Credit Packs are contained in the Membership & Subscription Terms and Cancellation & Refund Policy.

5. QUOTATION STANDARDS

5.1 Good-Faith Quotations

A Supplier must submit quotations in good faith and take reasonable care to ensure that material information is accurate at the time of submission.

A quotation should clearly state the information necessary for the Requester to evaluate the offer, which may include:

• part number or description;
• quantity;
• unit and total price;
• currency;
• part condition;
• manufacturer or brand where relevant;
• availability;
• dispatch or delivery estimate;
• shipping or freight charges;
• applicable commercial or shipping terms;
• quotation validity period; and
• applicable Supplier warranty or return terms.

5.2 Part Condition

Suppliers must accurately describe the condition and status of quoted goods.

Where applicable, descriptions may include classifications such as:

• New OEM;
• New Aftermarket;
• Remanufactured;
• Used; or
• Salvage.

A Supplier must not knowingly describe an aftermarket, remanufactured, used or non-genuine item as a new genuine OEM item.

5.3 Price and Currency

Quoted prices and currencies must be clearly stated.

Suppliers are responsible for identifying what is and is not included in their quotation, including shipping, taxes or other charges where applicable.

During the stated quotation validity period, Suppliers should honour quotations accepted in accordance with the Platform process, subject to any clearly disclosed conditions and applicable law.

5.4 Availability

A Supplier must have a reasonable commercial basis for believing that it can supply the quoted goods.

The Supplier is not required to physically hold every quoted item in its own warehouse where it has a legitimate and reasonably verified supply source.

If availability materially changes after a quotation is submitted, the Supplier should notify the Requester promptly where reasonably practicable.

Suppliers must not knowingly quote non-existent inventory or intentionally misrepresent availability.

5.5 Delivery Information

Delivery and dispatch estimates must be made in good faith based on information reasonably available to the Supplier.

Where shipping terms or Incoterms are used, the Supplier is responsible for stating them accurately and clearly.

5.6 Warranty and Return Information

Where the Supplier offers a product warranty, defect remedy, exchange or return right, the Supplier should clearly communicate the applicable terms to the Buyer.

SubmitParts does not provide or assume a Supplier's product warranty.

6. COUNTERFEIT, STOLEN AND UNLAWFUL GOODS

6.1 Prohibited Goods and Misrepresentation

Suppliers must not knowingly quote, advertise, offer, sell or supply through SubmitParts:

• counterfeit goods;
• stolen goods;
• goods fraudulently represented as genuine;
• goods bearing unauthorised or deceptive trademarks or markings;
• goods whose sale, export or supply is prohibited by applicable law; or
• goods that cannot lawfully be supplied to the intended destination.

6.2 Genuine and Aftermarket Parts

SubmitParts may facilitate sourcing of genuine OEM, aftermarket, remanufactured, used, salvage and other lawful categories of parts where accurately described.

A lawful genuine product is not automatically prohibited merely because it originated outside a manufacturer's authorised distribution channel.

Suppliers remain responsible for ensuring that their sale, export, distribution and description of goods comply with applicable law and third-party rights.

6.3 Manufacturer and Trademark Representations

Suppliers must not falsely claim to be an authorised dealer, distributor, representative or affiliate of a manufacturer.

Use of manufacturer names, trademarks, part numbers or other identifiers must not intentionally mislead Users as to the origin, authenticity, sponsorship or affiliation of the goods.

7. EXPORT CONTROLS, SANCTIONS AND TRADE COMPLIANCE

Suppliers are responsible for complying with laws and regulations applicable to their own transaction, including where relevant:

• export-control laws;
• import restrictions;
• customs requirements;
• trade sanctions;
• restricted-party requirements;
• licensing requirements; and
• restrictions applicable to particular goods, destinations or end users.

A Supplier must not knowingly use SubmitParts to facilitate a transaction prohibited by law applicable to that Supplier or transaction.

SubmitParts may restrict, suspend or refuse Platform activity where reasonably necessary to comply with applicable legal obligations or sanctions requirements.

Nothing in this Agreement constitutes legal, customs, tax or export-control advice.

8. QUOTATION ACCEPTANCE AND DEALS

8.1 Accepted Quotations

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

The Deal record assists the parties in documenting and administering their transaction.

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

8.2 Supplier Responsibility Following Acceptance

Following acceptance, the Supplier should communicate with the Buyer in good faith and take commercially reasonable steps to fulfil the accepted quotation according to the terms agreed between the parties.

If a material problem arises concerning availability, price, specification, delivery or another essential term, the Supplier should notify the Buyer promptly.

8.3 Commercial Documentation

The Supplier is responsible for issuing any commercial invoice, packing list, certificate, export documentation, warranty documentation or other transaction document required from the Supplier by the parties' agreement or applicable law.

9. PAYMENT FOR PHYSICAL GOODS

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

The Supplier and Buyer are responsible for agreeing directly on:

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

Suppliers are responsible for providing accurate payment instructions and taking appropriate precautions against payment fraud.

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

10. PACKAGING, SHIPPING, CUSTOMS AND TAXES

10.1 Packaging and Dispatch

Unless otherwise agreed between the parties, the Supplier is responsible for packaging goods appropriately for the shipping method and commercial terms it has agreed to provide.

10.2 Shipping Documents

Where applicable to the agreed transaction, the Supplier is responsible for providing documentation that it has agreed or is legally required to provide, which may include commercial invoices, packing lists, certificates of origin, export documentation and transport-related documentation.

Responsibility for bills of lading, airway bills or other carrier documents depends on the agreed shipping arrangement and the relevant carrier or freight provider.

10.3 Customs and Import/Export Responsibilities

The allocation of customs clearance, freight, insurance, duties, tariffs and import/export responsibilities depends on applicable law and the commercial terms agreed between Buyer and Supplier.

Suppliers must not use SubmitParts to evade customs duties, taxes, sanctions, licensing requirements or other legal obligations.

11. COMMUNICATIONS AND PROFESSIONAL CONDUCT

Suppliers must use Platform communication functionality lawfully and professionally.

Suppliers must not:

• harass or threaten Users;
• send unrelated spam;
• impersonate another person or business;
• make fraudulent claims;
• intentionally provide false payment or shipping information;
• distribute malicious files or links; or
• use Platform communications for unlawful activity.

Deal communications may be retained and processed in accordance with the Privacy Policy and applicable Platform retention rules.

12. RATINGS AND REVIEWS

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

Suppliers must not:

• create or arrange fake reviews;
• compensate Users specifically for misleading reviews;
• threaten or harass Users over legitimate feedback;
• condition fulfilment of an existing obligation on removal of a review; or
• engage in retaliatory conduct because of a review.

Suppliers may use any available Platform process to report reviews they reasonably believe are fraudulent, unlawful or contrary to Platform rules.

SubmitParts may moderate reviews in accordance with its applicable policies.

13. INTELLECTUAL PROPERTY

Suppliers are responsible for ensuring that quotations, images, descriptions, documents, trademarks and other content they submit do not unlawfully infringe third-party rights.

Suppliers must not knowingly:

• use counterfeit branding;
• falsify manufacturer labels;
• misrepresent aftermarket goods as genuine OEM goods;
• claim manufacturer authorisation they do not possess; or
• upload content they have no lawful right to use.

References to third-party brands and part numbers on SubmitParts do not by themselves imply affiliation between SubmitParts and those rights holders.

14. SUPPLIER WARRANTIES AND RESPONSIBILITY FOR GOODS

The Supplier, and not SubmitParts, is responsible to the Buyer for representations and obligations the Supplier makes concerning its physical goods.

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

• accurate product description;
• title and authority to sell;
• authenticity claims;
• condition;
• quantity;
• conformity with the accepted quotation;
• Supplier-provided warranties;
• agreed delivery obligations; and
• legally required remedies.

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

15. SUSPENSION, RESTRICTION AND TERMINATION

SubmitParts may restrict, suspend or terminate Supplier functionality where reasonably necessary, including where:

• material quotation information is knowingly false or deceptive;
• the Supplier repeatedly quotes goods it has no reasonable basis to believe it can supply;
• counterfeit, stolen or unlawful goods are involved;
• the Supplier materially breaches an accepted Platform obligation;
• fraud, payment abuse, harassment or serious misconduct is suspected;
• required account or business verification is not completed;
• the Supplier violates this Agreement or the Terms & Conditions;
• Platform or User security is threatened; 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, unlawful goods, serious User harm or legal obligations.

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

16. SUPPLIER INDEMNIFICATION

To the extent permitted by applicable law, the Supplier agrees to indemnify and hold harmless SubmitParts and its operator from third-party claims, liabilities, damages, losses and reasonable costs arising directly from:

• physical goods supplied or represented by the Supplier;
• material misrepresentations made by the Supplier;
• product-liability claims attributable to goods supplied by the Supplier;
• bodily injury or property damage caused by goods supplied by the Supplier, to the extent legally attributable to the Supplier;
• infringement arising from content, goods or representations supplied by the Supplier;
• the Supplier's violation of applicable customs, export, sanctions or tax laws;
• fraud or unlawful conduct by the Supplier; or
• the Supplier's material breach of this Agreement.

This section does not require the Supplier to indemnify SubmitParts for losses caused by SubmitParts' own fraud, wilful misconduct or liability that cannot lawfully be excluded or transferred.

17. SUBMITPARTS LIABILITY

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

In particular, SubmitParts does not guarantee:

• RFQ volume;
• quotation acceptance;
• Buyer solvency;
• Buyer performance;
• payment by a Buyer;
• sales revenue;
• transaction completion; or
• suitability of any commercial opportunity.

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

18. PRIVACY AND DATA

Personal information is processed in accordance with the Privacy Policy.

Suppliers must use personal and business information obtained through SubmitParts only for legitimate purposes connected with Platform activity and their commercial dealings with the relevant User, or as otherwise permitted by law.

Suppliers must not harvest, sell, misuse or disclose User information for unrelated spam, unlawful marketing, fraud or other unauthorised purposes.

19. CHANGES TO THIS AGREEMENT

SubmitParts may update this Agreement from time to time to reflect changes in Platform functionality, Supplier 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 Supplier functionality can continue.

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

20. RELATIONSHIP WITH OTHER SUBMITPARTS TERMS

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

• Terms & Conditions
• Privacy Policy
• Cookie Policy
• Membership & Subscription Terms
• Cancellation & Refund Policy
• Disclaimer

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

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

21. 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.

22. 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.

23. CONTACT INFORMATION

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