Purchase Agreement
Gloseg B2B Limited Effective Date: August 16, 2026 Version: 1.2
This Purchase Agreement is the template contract of sale incorporated by reference into every Order placed on the Gloseg platform. It governs the substantive commercial relationship between the Ordering Organization and the Supplying Organization for the sale of goods, while the Payments, Escrow & Payouts Terms and the Trade Assurance Policy govern the money and claims mechanics. Gloseg is not a party to the underlying sale; it is the platform operator that facilitates formation, payment, and evidence recording.
Definitions
"Ordering Organization" means the Buyer Organization that places an Order on the platform.
"Supplying Organization" means the Seller Organization that accepts an Order on the platform.
"Contract" means this Purchase Agreement as completed by the specific terms of the Accepted Quote for a given Order.
"Goods" means the products described in the Accepted Quote, including any Approved Sample referenced.
"Accepted Quote" means the quote (standard or sample) both parties confirmed through the platform, fixing price, quantity, specification, and delivery terms.
"Incoterm" means the applicable International Commercial Term (as published by the International Chamber of Commerce) named in the Accepted Quote, governing delivery point, risk transfer, and cost allocation.
"Delivery Window" means the shipment or delivery period stated in the Accepted Quote.
"Non-Conformity" means any respect in which the Goods fail to match the specification, quality, or quantity agreed in the Accepted Quote or Approved Sample.
"Export Control Laws" means the sanctions and export control regimes of the United Nations, European Union, United Kingdom, United States, Ghana, Nigeria, and any other jurisdiction with lawful application to the Goods or the parties.
1. Formation of the contract
1.1 How the Contract is formed
1.1.1 Listing purchase route
- Where an Ordering Organization purchases directly from a published listing at the listed price and terms, the Contract forms when the Ordering Organization completes checkout and payment is captured for the first Milestone.
1.1.2 Accepted quote route
- Where the parties negotiate through an RFQ, the Contract forms when both Organizations confirm the Accepted Quote through the platform.
1.1.3 Accepted sample quote route
- Where a sample precedes a bulk order, the Contract for the sample forms on acceptance of the Sample Quote, and the Contract for the bulk Order forms separately on acceptance of the subsequent bulk Accepted Quote, which must reference the Approved Sample.
1.2 Contracting parties
1.2.1 Who is bound
- The Contract is between the Ordering Organization and the Supplying Organization as legal entities. Individual users transacting through the platform act solely as authorized representatives of their Organization and incur no personal liability under the Contract by virtue of that role alone.
1.2.2 Gloseg's role
- Gloseg is not a party to the Contract of sale. Gloseg's role is limited to operating the platform, holding Escrow, facilitating dispute and claims processes, and recording evidence, as set out in the Payments, Escrow & Payouts Terms and the Trade Assurance Policy.
2. Goods description and conformity
2.1 Specification
2.1.1 What governs description
- The Goods are as described in the Accepted Quote, including any technical specification sheet, Approved Sample, or referenced standard attached to the listing or quote. In case of conflict, the Accepted Quote controls over the general listing description.
2.2 Conformity standard
2.2.1 Conformity test
- Goods conform to the Contract if they match the Accepted Quote specification and, where a sample was approved, match the Approved Sample in all material respects reasonable for the goods category, subject to the quantity tolerances in Section 3.
3. Quantity tolerances
3.1 Default tolerance
3.1.1 Standard rule
- Unless the Accepted Quote states otherwise, a delivered quantity within 5% above or below the ordered quantity is deemed conforming, with price adjusted pro rata to the quantity actually delivered.
3.2 Agreed variation
3.2.1 Overriding the default
- The parties may agree a different tolerance in the Accepted Quote, including a zero-tolerance term for goods sold by exact unit count (for example, machinery or serialized items).
4. Packaging and labelling
4.1 Packaging standard
4.1.1 Fitness for transit
- The Supplying Organization must package the Goods to withstand the agreed mode of transport and any transshipment reasonably expected on the agreed route, and in compliance with any packaging standard stated in the Accepted Quote.
4.2 Labelling
4.2.1 Required markings
- Labelling must comply with the destination country's import labelling requirements known to the Supplying Organization at the time of shipment and any labelling standard agreed in the Accepted Quote (language, country of origin marking, hazard marking where applicable). The Ordering Organization must disclose any destination-specific labelling requirement it is aware of before the Delivery Window begins.
5. Incoterms, risk and title
5.1 Applicable Incoterm
5.1.1 Governing term
- The Incoterm named in the Accepted Quote governs the delivery point, allocation of freight and insurance cost, and the point at which risk of loss or damage passes from the Supplying Organization to the Ordering Organization. Absent a named Incoterm, FOB (named port of shipment in the Supplying Organization's country) applies by default.
5.2 Passing of title
5.2.1 Title transfer
- Unless the Accepted Quote states otherwise, title to the Goods passes to the Ordering Organization at the same point risk passes under the applicable Incoterm, provided that the Supplying Organization retains a security interest in the Goods until the full price is released from Escrow, to the extent enforceable under applicable law.
6. Inspection and acceptance
6.1 Pre-shipment inspection
6.1.1 When applicable
- Where the Accepted Quote requires pre-shipment inspection, the Supplying Organization must make the Goods available for inspection before dispatch, and the inspection outcome is a Milestone Release Condition under the Payments, Escrow & Payouts Terms.
6.2 Post-delivery acceptance
6.2.1 Acceptance period
- The Ordering Organization must inspect the Goods within a reasonable period after arrival, and in any event within the notice periods in Section 12, and notify the Supplying Organization of any Non-Conformity within that period. Failure to notify within the applicable period is deemed acceptance of the Goods as delivered, without prejudice to any latent defect that could not reasonably have been discovered on inspection.
7. Delivery windows and delay remedies
7.1 Delivery window
7.1.1 Binding nature
- The Delivery Window stated in the Accepted Quote is binding. The Supplying Organization must notify the Ordering Organization promptly of any anticipated delay and the reason for it.
7.2 Remedies for delay
7.2.1 Escalating remedies
| Delay beyond Delivery Window | Available remedy |
|---|---|
| Up to 7 days | Notification obligation only; no automatic remedy unless the Accepted Quote states a penalty |
| 8 to 21 days | Ordering Organization may claim under the Trade Assurance Policy (non-delivery category) if goods have not shipped |
| Beyond 21 days with no dispatch evidence | Ordering Organization may terminate the Contract for that Order and claim a full refund of Escrowed funds for undelivered Goods |
8. Documentation for export and import
8.1 Standard document set
8.1.1 Documents the Supplying Organization must provide
- Commercial invoice, packing list, certificate of origin where required, and any regulatory or phytosanitary certificate specified in the Accepted Quote, provided within the timeframe stated in the Accepted Quote or, if not stated, within 5 business days of shipment.
8.2 Import documentation cooperation
8.2.1 Ordering Organization's duty
- The Ordering Organization must provide any import licence, permit, or declaration information within its control that the Supplying Organization reasonably needs to complete export documentation.
9. HS classification and customs duties
9.1 Classification responsibility
9.1.1 Who classifies
- The Supplying Organization proposes the Harmonized System (HS) classification for the Goods on export documents based on its knowledge of the Goods. The Ordering Organization is responsible for confirming the classification used for import declaration in the destination country and bears the risk of a different classification applied by its customs authority.
9.2 Duties and import taxes
9.2.1 Allocation
- Unless the Incoterm named in the Accepted Quote allocates import duty to the Supplying Organization (for example, DDP), the Ordering Organization is responsible for all import duties, VAT, and customs clearance costs in the destination country.
10. Price and payment through escrow
10.1 Price
10.1.1 Fixed by the Accepted Quote
- The price is as fixed in the Accepted Quote and is not subject to unilateral change by either party after acceptance, except through a re-quoted and re-accepted amendment as described in the Payments, Escrow & Payouts Terms.
10.2 Payment mechanism
10.2.1 Escrow required
- Payment is made through Gloseg Escrow in accordance with the Payments, Escrow & Payouts Terms. Direct payment outside the platform for a Covered Order voids Trade Assurance eligibility for that Order and removes Gloseg's ability to facilitate a Dispute.
11. Currency and FX
11.1 Currency of record
11.1.1 Binding currency
- The currency of record stated in the Accepted Quote is binding on both parties for the purpose of the Contract price. Any figure shown in a different Display Currency is indicative only, as described in the Payments, Escrow & Payouts Terms.
12. Warranties, disclaimers and non-conformity notice periods
12.1 Supplying Organization warranties
12.1.1 Express warranties
- The Supplying Organization warrants that the Goods conform to the Accepted Quote and Approved Sample, that it has good title to the Goods and the right to sell them, and that the Goods do not infringe a third party's intellectual property rights known to the Supplying Organization.
12.2 Disclaimer
12.2.1 No broader warranty
- Except as expressly stated in this Section or in the Accepted Quote, the Goods are supplied without any other warranty, express or implied, to the extent permitted by applicable law, including as to fitness for a particular purpose not disclosed in the Accepted Quote.
12.3 Notice periods
12.3.1 Table of notice periods
| Non-Conformity type | Notice period from delivery |
|---|---|
| Visible defect, short delivery, wrong goods | 7 days |
| Latent defect not reasonably discoverable on inspection | 30 days from actual discovery, up to a maximum of 90 days from delivery |
| Documentation failure | 14 days from the documentation deadline |
13. Remedies and limitation of liability
13.1 Remedies
13.1.1 Primary route
- Remedies for Non-Conformity are pursued through the Trade Assurance Policy where the Order qualifies, or otherwise through the Refund & Dispute Resolution Policy. This Contract does not create a separate court claim route between the parties for matters that fall within Trade Assurance coverage while that process remains available and unexhausted.
13.2 Limitation of liability
13.2.1 Cap
- Each party's aggregate liability to the other under the Contract for a single Order is limited to the price of that Order, except for liability arising from fraud, wilful misconduct, or a breach of the sanctions and export control representations in Section 14, which is not capped.
13.2.2 Exclusion of indirect loss
- Neither party is liable to the other for indirect or consequential loss, including loss of profit, loss of contract, or reputational harm, arising from the Contract.
14. Sanctions and export control representations
14.1 Representations
14.1.1 What each party represents
- Each party represents that it is not a sanctioned person or entity under Export Control Laws, that the Goods are not subject to an export or import prohibition applicable to the transaction route, and that it will not use the platform or the Contract to circumvent Export Control Laws.
14.2 Consequence of breach
14.2.1 Termination right
- A breach of this Section entitles the other party, and Gloseg, to terminate the Order immediately and, where funds remain in Escrow, to hold them pending a lawful resolution, including remittance to the appropriate authority if legally required.
15. Anti-bribery
15.1 Prohibition
15.1.1 No improper payments
- Neither party will offer, give, solicit, or accept a bribe, kickback, or other improper payment in connection with the Contract, whether directly or through an intermediary, and each party will comply with applicable anti-corruption law in its own jurisdiction and, where relevant, the UK Bribery Act and the US Foreign Corrupt Practices Act.
16. Confidentiality
16.1 Scope
16.1.1 What is confidential
- Pricing terms, technical specifications not otherwise public, and any information marked confidential exchanged in connection with the Order are confidential and may be used only for performing the Contract.
16.2 Exceptions
16.2.1 Permitted disclosure
- Confidential information may be disclosed where required by law, regulation, or a competent authority, or to Gloseg for the purpose of operating the platform, dispute resolution, or compliance screening.
17. Force majeure
17.1 Definition and effect
17.1.1 Qualifying events
- Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, civil unrest, port closure, pandemic-related government restriction, or failure of a common carrier, provided the affected party notifies the other promptly and takes reasonable steps to mitigate.
17.2 Extended force majeure
17.2.1 Termination right
- If a Force Majeure event prevents performance of a material part of the Contract for more than 45 consecutive days, either party may terminate the affected Order, with any Escrowed funds for undelivered Goods refunded to the Ordering Organization.
18. Assignment and subcontracting
18.1 Assignment
18.1.1 Consent required
- Neither party may assign its rights or obligations under the Contract without the other party's prior written consent, except that either party may assign to a successor entity in a merger, acquisition, or corporate reorganization on notice to the other party.
18.2 Subcontracting
18.2.1 Responsibility retained
- The Supplying Organization may subcontract manufacturing or logistics functions but remains fully responsible for performance of the Contract as if it had performed those functions itself.
19. Notices
19.1 Method
19.1.1 How notices are given
- Notices under the Contract are given through the platform's official messaging and order record system, and are deemed received when logged in the platform, except where this Purchase Agreement or applicable law requires notice to an email address of record, in which case notice is deemed received one business day after sending absent evidence of non-delivery.
20. Dispute resolution and arbitration
20.1 Escalation path
20.1.1 Order of process
- The parties will first attempt to resolve a disagreement directly. If unresolved within 10 business days, either party may invoke the Trade Assurance Policy (if applicable) or the Refund & Dispute Resolution Policy. If the matter remains unresolved after the platform-based process is exhausted, either party may refer the matter to arbitration.
20.2 Arbitration
20.2.1 Seat and rules
- Arbitration is seated in Accra, Ghana, conducted under the arbitration rules agreed in the Terms of Service, and the award is final and binding, without prejudice to a party's right to seek interim injunctive relief from a competent court to preserve goods or evidence.
21. Governing law and jurisdiction
21.1 Governing law
21.1.1 Ghana law
- This Purchase Agreement, and every Contract formed under it, is governed by the laws of the Republic of Ghana, without regard to conflict of law principles, except where a mandatory law of the Ordering Organization's or Supplying Organization's jurisdiction applies to consumer-style protections not displaced by B2B contracting (which does not apply where both parties are Organizations acting in a business capacity, as is required to transact on Gloseg).
22. Amendments and notice of change
22.1 How this template changes
22.1.1 Notice
- Gloseg may update this Purchase Agreement template from time to time. Updates apply to Orders formed after the update's effective date; Orders already formed remain governed by the version of this Agreement in force at the time the Accepted Quote was confirmed. Material changes are notified at least 14 days in advance through the platform and by email to registered Organization administrators.
23. Severability and entire agreement
23.1 Severability
23.1.1 Partial invalidity
- If a provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force, and the parties will negotiate in good faith to replace the invalid provision with one achieving a similar commercial effect.
23.2 Entire agreement
23.2.1 Integration
- This Purchase Agreement, together with the Accepted Quote for the specific Order, the Terms of Service, the Payments, Escrow & Payouts Terms, and, where applicable, the Trade Assurance Policy, constitutes the entire agreement between the Ordering Organization and the Supplying Organization for that Order, superseding all prior negotiations, representations, or agreements relating to the same subject matter not incorporated into the Accepted Quote.
Contact
Legal notices, questions about this document, data protection requests and compliance enquiries: legal@gloseg.com
Data subject requests may also be submitted through the Privacy & My Data surface at /privacy/my-data.
Gloseg B2B Limited Accra, Ghana, West Africa