B2B Master Terms of Service & Sourcing Agreement

HALBEX is operated by Halbex Private Limited, a company incorporated in India with its registered office in Mumbai, Maharashtra. HALBEX is not a public directory or a marketplace that merely introduces parties. It is a merchant-trader trade-infrastructure platform: the exporter contracts with HALBEX, and the buyer contracts with HALBEX, so HALBEX is the contracting principal in every trade it facilitates.

By registering an account, submitting a request for quotation (RFQ), placing an order, or using any HALBEX service, you agree to be bound by these Terms of Service and the policies incorporated by reference (including the Escrow & Financial Settlement Terms, the Quality Dispute, Cargo Claims & Refund Policy, and the Anti-Circumvention & Zero-Bypass Policy).

• "HALBEX", "we", "us" or "our" means Halbex Private Limited and its platform.
• "Buyer" means a verified international buyer purchasing goods from HALBEX.
• "Seller" or "Exporter" means an approved Indian exporter selling goods to HALBEX.
• "Goods" means the food and agricultural products specified in an accepted order.
• "Order" means a binding purchase order accepted by HALBEX through the platform.
• "Escrow" means the Federal Bank escrow account(s) through which buyer funds are held and released under the Escrow & Financial Settlement Terms.
• "Blind Trade" means the confidentiality architecture under which buyer and seller identities and margins are withheld from each other.

Buyers must be a legally incorporated business in an approved destination market, and Sellers must be a registered Indian exporter. Both parties must complete Know Your Business (KYB) verification before trading. HALBEX may request additional Know Your Customer (KYC), trade licence, tax registration, and bank account evidence at any time.

• You must keep your account and compliance documents accurate and current.
• You may not trade on behalf of a sanctioned party or a destination outside the approved country list.
• HALBEX may suspend or close an account that fails or lapses verification.

Every trade on HALBEX is structured as two distinct back-to-back transactions. The Seller invoices HALBEX, and HALBEX invoices the Buyer. This structure keeps HALBEX as the principal in each leg, preserves the Blind-Trade guarantee, and ensures the destination compliance, escrow and logistics obligations sit with HALBEX rather than between two unmanaged parties.

When HALBEX issues a quotation to a Buyer, the quoted unit price, currency and Incoterm are locked for 72 hours from the timestamp of the quotation. During the lock period HALBEX will not change the price due to commodity or freight movements, provided the order quantity, specification and destination remain unchanged.

1. The 72-hour lock begins when the quotation is issued to the Buyer.
2. An order placed within the lock window is honoured at the locked price.
3. After 72 hours the quotation expires and a fresh quotation is required.
4. Customs duties, destination taxes and demurrage are excluded from the lock unless the quotation expressly includes them.

Every order is settled on an Incoterms 2020 term selected at quotation. The Incoterm determines where delivery occurs and when risk passes from HALBEX to the Buyer. The table below summarises the obligations for the three supported terms.

HALBEX applies a strict 8-hour document-verification protocol to the shipping and compliance documents of every order before funds are released from escrow. Documents are checked against the order, the destination compliance rules, and the declared certificates of analysis or phytosanitary certificates.

1. Documents are uploaded to the platform by the Seller or the logistics partner.
2. HALBEX verifies each document set within 8 working hours of receipt.
3. Discrepant or missing documents are returned with a reason code and the Seller must resubmit.
4. Escrow release is conditional on a clean verification outcome, subject to the Escrow & Financial Settlement Terms.

Title to the goods passes from HALBEX to the Buyer, and risk of loss or damage passes, at the point specified by the selected Incoterms 2020 term. Until title passes, the goods remain the property of HALBEX. Nothing in these terms transfers title in any intellectual property, certificates or trade data associated with the order.

All buyer funds are held in escrow and released only on verified delivery milestones. Payment is made in the settlement currency shown at checkout. The Escrow & Financial Settlement Terms govern the 3-line pricing separation (Goods Escrow vs Logistics Bank-to-Bank), dual payment options and statutory withholding.

Each party is responsible for its own taxes. Where Indian law requires withholding (for example Section 194C or Section 194Q of the Income Tax Act, 1961), HALBEX applies the statutory rate and issues the applicable withholding certificate. GST is applied as required on the HALBEX invoice.

Goods are validated against destination-country regulatory rules, HS-code classification, and certification requirements before checkout. HALBEX blocks trades that fail destination compliance and may require additional certificates (for example halal certification, phytosanitary certificates, or Certificates of Analysis).

Buyers and Sellers must not use HALBEX for goods or destinations that are prohibited, sanctioned, or restricted under applicable Indian or international export-control laws.

HALBEX maintains a strict Blind-Trade architecture: buyer and seller identities, pricing and margins are withheld from each other. Both parties agree to treat all trade data, documents and communications as confidential and to comply with the Anti-Circumvention & Zero-Bypass Policy.

To the maximum extent permitted by law, HALBEX's aggregate liability arising out of or in connection with an order is limited to the lesser of (a) the total platform and service fees actually paid to HALBEX for that order, or (b) INR 50,00,000 (Indian Rupees fifty lakh).

• HALBEX is not liable for indirect, consequential, special, incidental or punitive loss, including loss of profit, goodwill, business opportunity or production downtime.
• HALBEX is not liable for loss caused by carrier delay, customs or port authority action, force majeure, or a counterparty's breach, except as expressly provided in the Quality Dispute, Cargo Claims & Refund Policy.
• Nothing in these terms limits liability for fraud, wilful misconduct, death or personal injury, or any liability that cannot be excluded by law.

Each party (the indemnifying party) indemnifies HALBEX against claims, losses, fines and reasonable costs arising from the indemnifying party's breach of these terms, misrepresentation, unlawful conduct, or failure to obtain any licence or approval required for its participation in a trade.

HALBEX may suspend or terminate access to the platform, or decline to process an order, where it reasonably suspects fraud, non-compliance, sanctions exposure, or a breach of the Blind-Trade and anti-circumvention obligations. Termination does not release either party from obligations accrued before termination, including payment and confidentiality obligations.

These terms are governed by the laws of India. The parties first attempt to resolve any dispute through the Four-Eyes Escrow Dispute Mediation process described in the Quality Dispute, Cargo Claims & Refund Policy. If the dispute is not resolved within 30 days, it is referred to the exclusive jurisdiction of the courts of Mumbai, Maharashtra, India.

Where a dispute is found to involve fraudulent, fabricated or bad-faith conduct, or a fraudulent default or bad-faith repudiation by a Buyer, HALBEX additionally invokes the cross-border fraud enforcement measures set out in the Quality Dispute, Cargo Claims & Refund Policy, including the following:

• Formal reporting to the Commercial & Trade Wing of the Embassy of India in the buyer's destination country and the relevant local Chamber of Commerce.
• Registration of defaulting corporate entities and their directors on the Trade Dispute & Defaulter Alert Registry of the Directorate General of Foreign Trade (DGFT), FIEO, APEDA, and the Spices Board of India.
• Permanent blacklisting of corporate KYB across the HALBEX network and referral to binding International Commercial Arbitration (SIAC / MCIA).

HALBEX may amend these terms by posting the revised version on the platform and updating the last-updated date. Material changes are notified by email or in-app notice. Continued use after the effective date of a change constitutes acceptance.

Questions about these terms may be directed to legal@halbex.com or to Halbex Private Limited, Mumbai, Maharashtra, India.