Vernex Partner Platform Terms

Version 1.0 — in force from 18 August 2026

These Partner Platform Terms (the “Terms”) govern access to and use of the Vernex platform by manufacturing partners and applicants. They form a contract between

and the company registering for or holding a partner account — the “Partner”, “you”.

By creating an account you confirm that you are authorised to accept these Terms on behalf of the company you name, and that the company accepts them.

1. What these Terms cover, and what they do not

1.1 These Terms govern the partner account and the Partner Cabinet: registration, access, the data you declare about yourself, and what you may and may not do on the platform.

1.2 These Terms do not govern the supply of goods. No obligation to quote, to order, to accept an order, to manufacture or to pay arises from these Terms. The supply relationship arises only from the Manufacturing Partner Framework Agreement (the “Framework Agreement”) once signed by both parties, and from individual orders issued under it (each an “Order”).

1.3 Order of precedence. Where these Terms conflict with a document at a later layer, that document prevails on its own subject matter:

(a) an Order, including its specification; (b) the Framework Agreement and its annexes; (c) the mutual non-disclosure agreement (the “NDA”); (d) these Terms.

These Terms continue to apply to the account and the Cabinet in everything the documents above do not regulate, and do not lapse when any of them is signed.

1.4 Business users only. The platform is offered exclusively to companies and other entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) acting in the exercise of their trade or profession. It is not offered to consumers, and you confirm on registration that you are not registering as a consumer.

2. Registration and the account

2.1 Registration requires the information listed on the registration form. You warrant that the information you give is accurate and that you give it for a company that exists and that manufactures, or intends to manufacture, the goods in question.

2.2 Registration creates an account, not a relationship. Completing registration gives you access to the Cabinet. It does not admit you as a partner, does not entitle you to receive requests for quotation (“RFQs”), and does not oblige us to assess your application within any particular period or at all.

2.3 We may refuse registration, or deactivate an account created by registration, at our discretion, including where you appear to be a trader or intermediary rather than a manufacturer, where you operate a competing platform, where the company cannot be verified, or where clause 12 (compliance) is engaged. We will tell you that we have done so. We are not obliged to give detailed reasons, and nothing in this clause requires us to disclose the criteria we apply.

2.4 One account per company. You may not hold more than one partner account for the same legal entity without our agreement, and you may not register on behalf of a company you are not authorised to represent.

3. Access, users and credentials

3.1 We grant you a non-exclusive, non-transferable, revocable right to access the Cabinet for the purpose of applying to become, becoming, and acting as a manufacturing partner. No other use is permitted.

3.2 You nominate the individuals authorised to act for you in the Cabinet and keep that list current. Acts performed through an authorised user’s access are attributed to you. You must tell us without undue delay when an authorised user leaves your organisation or is otherwise to be deactivated.

3.3 Credentials are personal to the individual user and may not be shared. You must protect them against access by others and notify us without undue delay of any suspected compromise.

3.4 You may not transfer or sublicense access, or make the Cabinet available to a third party, including a subcontractor, without our prior written consent.

4. Your declared data

4.1 The profile, capability, capacity, certification and contact data you enter in the Cabinet are your declarations about yourself. You keep them accurate and current, and you notify us without undue delay of any change material to your qualification — in particular the lapse, suspension or withdrawal of a certification, the loss of certified inspection personnel, the addition, relocation or closure of a production site, insolvency proceedings, and any change of control.

4.2 We are entitled to rely on your declarations in the version current at the time an RFQ is issued to you or an Order is accepted.

4.3 We record changes. We record each change to your declarations together with the time of the change and retain that history for the life of the account and for three years afterwards. You may export your current declarations and their change history at any time. Where it is disputed what was declared at a given time, that record is the primary evidence, without prejudice to either party’s right to prove the contrary.

4.4 Declarations are not amendments. Entering or changing data in the Cabinet does not amend these Terms, the NDA, the Framework Agreement or any Order, and neither party may use the Cabinet to alter agreed terms. Where a declaration conflicts with a provision of any of those documents, that provision prevails.

5. Screening, partner status and what each status allows

5.1 We assess applicants and assign a partner status. Status determines what the account may do. Assessment is ours alone, and we may change status, or suspend the issuing of RFQs, where a requirement ceases to be met, where performance falls below agreed levels, or where clause 12 is engaged. We will state the reason for a change of status in writing.

5.2 You have no claim to admission, to any particular status, or to receive any RFQ.

5.3 A change of status is not a termination of these Terms and does not affect Orders already accepted, which continue to be governed by the Framework Agreement.

5.4 No Order will be issued to you before the Framework Agreement and the NDA are in force. Until then the account is limited to your own data, to qualification, and — where we invite you — to responding to RFQs under clause 6.

6. RFQs and quotations submitted through the platform

6.1 An RFQ is an invitation to quote. It is not an order, contains no volume commitment, and does not oblige us to place an Order with you or with anyone.

6.2 A quotation you submit through the platform is a binding offer for thirty (30) days from submission, unless it states a different validity period on its face. You may withdraw it before we accept it by notice through the platform.

6.3 A supply contract comes into being only through an Order issued under the Framework Agreement and accepted in accordance with it. Submitting or accepting a quotation on the platform does not by itself create one.

6.4 You are responsible for the content of your quotations, including their technical feasibility and compliance with the specification supplied. You must tell us if a specification is incomplete, internally inconsistent or not manufacturable as drawn, rather than quoting around the problem.

6.5 Prices, target prices and quotations of other partners, and the identity and requirements of our customers, are confidential — see clause 7 and, once signed, the NDA.

7. Confidentiality before the NDA

7.1 Information we make available to you through the platform before the NDA is signed — including platform functionality, pricing logic, and any technical or commercial information shown to you — is confidential. You may use it only to assess and pursue a supply relationship with us, may not disclose it to third parties, and must protect it with the care you apply to your own confidential information.

7.2 Once the NDA is signed it governs confidentiality in full, on both sides, and prevails over this clause including in respect of information disclosed before it was signed.

7.3 We will not disclose your commercially sensitive declarations to third parties other than as clause 9 permits or as the NDA allows once signed.

8. Permitted use

8.1 You may use the platform only for the purpose in clause 3.1. You may not:

(a) access it by automated means, scrape, crawl or bulk-extract data from it, other than through an interface we provide for that purpose; (b) reverse engineer, decompile or attempt to derive its pricing logic, other than to the extent mandatory law permits and we cannot exclude; (c) use information obtained through it to identify, approach or solicit our customers, save as the Framework Agreement expressly permits once signed; (d) circumvent the platform in respect of a requirement that reached you through it; (e) upload malware, attempt to gain unauthorised access, or interfere with its operation or security; (f) use it to offer goods or services other than those the account was admitted for; or (g) misrepresent your capabilities, certifications, capacity or production location.

8.2 Non-circumvention at this layer is narrow. Clause 8.1(c) and (d) apply only to a customer or a requirement that becomes known to you through the platform, and only in respect of the products and projects concerned. They do not apply to any customer with whom you had a business relationship before the relevant RFQ, nor to an enquiry that reaches you independently and without use of information obtained through the platform. Once the Framework Agreement is signed, its clause 19 governs non-circumvention in full and prevails over this clause.

8.3 We may suspend access under clause 13 where we have reasonable grounds to believe this clause has been breached.

9. Our rights in the platform; use of data

9.1 All rights in the platform, including its software, pricing logic, data models, documentation, trade marks and design, remain with us. Nothing in these Terms transfers any of them.

9.2 You grant us a non-exclusive, worldwide, royalty-free right to use the data and materials you submit through the platform for the purpose of operating the platform, assessing your qualification, matching your capabilities to requirements, and quoting to our customers. This right ends when the account is deleted, save for clause 9.3 and for records we are required to retain.

9.3 We may use data generated in the course of the relationship in aggregated or anonymised form to operate and improve the platform, including calibration of pricing, provided such use does not disclose your confidential information in identifiable form and does not identify you as the source.

9.4 Feedback you give us about the platform may be used without restriction and without payment. This does not extend to your technical or commercial information, which is governed by clause 7 and the NDA.

9.5 We may name you as a manufacturing partner and use your name and logo only with your prior consent, which you may withdraw for the future at any time.

10. Availability

10.1 The platform is provided as available. We give no availability commitment at this layer and do not warrant that it will be free of interruption or error.

10.2 We may modify or discontinue features. Where a modification materially affects your ability to perform an Order you have already accepted, we will give reasonable notice and a workable alternative means of performance.

10.3 Maintenance will be scheduled outside normal business hours where reasonably possible.

10.4 Clause 10.1 does not limit any performance commitment made in the Framework Agreement or an Order, which are unaffected by it.

11. Charges

11.1 Access to the platform is free of charge. We do not charge registration, listing, subscription or transaction fees for the Cabinet.

11.2 We may introduce charges for the future only by separate agreement with you, not by an amendment under clause 18. Until you agree to a charge, access remains free or, if we choose to discontinue free access, we may terminate under clause 14.2.

12. Compliance and sanctions

12.1 You will comply with applicable law in your use of the platform, including competition law, anti-bribery law, and applicable requirements on forced and child labour.

12.2 You confirm that neither you, nor your beneficial owners, directors or affiliates, is listed under EU, UN, UK or US sanctions, and that your use of the platform does not violate applicable sanctions or export control rules. You will tell us without undue delay if this changes.

12.3 We may suspend or terminate access immediately where clause 12.1 or 12.2 is or appears to be breached.

13. Suspension

13.1 We may suspend access to the Cabinet, in whole or in part, where:

(a) we have reasonable grounds to believe these Terms have been materially breached; (b) clause 12 is engaged; (c) there is a security or integrity risk to the platform; or (d) we are required to do so by law.

13.2 We will notify you of a suspension and, except where clause 13.1(b) or (d) applies or notice would compromise a security measure or an investigation, will state the reason and what would end it.

13.3 Suspension of the account does not by itself suspend or terminate an accepted Order, which continues to be governed by the Framework Agreement. Where the Cabinet is the means of performing that Order, clause 10.2 applies.

13.4 We will lift a suspension without undue delay once its grounds have fallen away.

14. Term, termination and deletion

14.1 These Terms apply from acceptance for an indefinite period.

14.2 Either party may terminate the platform relationship on thirty (30) days’ notice. We may terminate with immediate effect where clause 12 is engaged, on a material breach that is not cured within twenty (20) working days of written notice, or where insolvency proceedings are opened over your assets or an application is rejected for lack of assets.

14.3 Termination of these Terms does not terminate the Framework Agreement or any accepted Order. Those end only in accordance with their own terms. Where you still owe performance under an Order, we will maintain the access needed to perform it notwithstanding termination, or agree an alternative means of performance.

14.4 On termination we deactivate the account. You may export your declarations and their change history under clause 4.3 before deactivation, and for thirty (30) days afterwards on request.

14.5 We retain your data after deactivation only for the periods in clause 4.3, for statutory retention periods, and for as long as needed to establish, exercise or defend legal claims.

14.6 Clauses 4.3, 7, 8.1(c)–(d), 9.1, 9.3, 15, 20 and 21 survive termination.

15. Liability

15.1 This clause governs our liability for the platform and for these Terms. Our liability in respect of goods, Orders and the supply relationship is governed by the Framework Agreement and is not limited or extended by this clause.

15.2 We are liable without limitation for damage arising from injury to life, body or health, for damage caused intentionally or by gross negligence, under the German Product Liability Act, and to the extent we have given a guarantee.

15.3 For a slightly negligent breach of a material contractual obligation — an obligation whose performance is essential to the proper performance of these Terms and on whose observance you may regularly rely — we are liable limited to the foreseeable damage typical of this type of contract.

15.4 We are otherwise not liable.

15.5 Loss of data. Our liability for loss of data is limited to the effort that would have been required to restore it had you maintained backups appropriate to the nature of the data. This does not apply where clause 15.2 applies.

15.6 The limitations apply equally to our legal representatives, employees and agents.

15.7 We are not liable for the accuracy, completeness or lawfulness of data you or another partner submits, or for a decision you take on the basis of an RFQ that does not lead to an Order.

16. Data protection

16.1 We process the business contact data of your personnel as a controller in our own right for the purpose of operating the platform and assessing and conducting the relationship. Details are in our privacy notice at vernex.com/privacy.

16.2 You will inform the individuals you nominate under clause 3.2 accordingly.

16.3 Where either party processes personal data on behalf of the other — in particular where a customer’s personal data appears in a specification or delivery instruction — the parties will conclude a data processing agreement under Article 28 GDPR before that processing begins.

16.4 You will notify us without undue delay of any personal data breach affecting data received through the platform.

17. Notices and language

17.1 We give notices under these Terms by email to the address registered for the account or by a message in the Cabinet. You give notices to partners@vernex.com.

17.2 It is your responsibility to keep the registered email address current and to ensure messages from us are received.

17.3 The language of these Terms is English. A translation may be provided for convenience; in the event of discrepancy the English version prevails.

18. Changes to these Terms

18.1 We may amend these Terms where there is a valid reason to do so — in particular a change in the law or in case law, a decision of a court or authority, a change in the platform’s functionality, a change in the technical or security environment, or the closing of a gap that emerges in operation. We may not use this clause to alter the balance of the exchange to your material disadvantage, and may not use it to introduce a charge (clause 11.2).

18.2 We will notify you of an amendment at least thirty (30) days before it takes effect, by email to the registered address, setting out what is changing and from when, and drawing express attention to your right to object and to the consequence of not objecting.

18.3 If you object in writing before the amendment takes effect, these Terms continue to apply to you in their existing version, and either party may terminate under clause 14.2.

18.4 If you do not object before the amendment takes effect, the amended version applies from that date.

18.5 An amendment does not affect an accepted Order, the Framework Agreement or the NDA.

19. Assignment and transfer

19.1 You may not transfer these Terms or your account without our prior written consent.

19.2 Group companies. We may transfer these Terms, with all rights and obligations, to a company within the Vernex group — in particular to a European operating company established for that purpose — on notice to you. You consent to that transfer now. The transfer does not affect accepted Orders or accrued claims. If you do not wish to continue with the transferee, you may terminate under clause 14.2 within thirty (30) days of the notice.

19.3 Performance through group companies. We may perform our obligations under these Terms, and exercise our rights under them, through a company within the Vernex group. Doing so does not make that company a party to these Terms, does not release us from any obligation, and does not increase your obligations. We remain responsible to you for the acts and omissions of any group company through which we perform, as if they were our own.

20. Final provisions

20.1 The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, or authorises either party to bind the other.

20.2 Your terms do not apply. Your general terms and conditions do not apply to the subject matter of these Terms, even if we do not object to them and even if they are referenced in a registration, message or document you submit.

20.3 No failure or delay in exercising a right operates as a waiver of it.

20.4 If a provision is or becomes invalid or unenforceable, the remainder is unaffected and the provision is replaced by an enforceable one that comes closest to its commercial purpose.

20.5 These Terms constitute the entire agreement between the parties on their subject matter, without prejudice to clause 1.3.

21. Governing law and jurisdiction

21.1 These Terms are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

21.2 Jurisdiction is determined by the applicable statutory rules, provided that we may also bring proceedings at your general place of jurisdiction.

Accepted electronically at registration. We record the version accepted, the date and time, and the user account that accepted it.