Terms of Service

1. Parties, Platform and Definitions

These Terms of Service govern the use of the digital B2B wholesale trade platform operating under the Grossara brand. The Grossara Platform is operated by Afrosum Holidays Turizm Ltd. Şti. and connects manufacturers, exporters and suppliers in Turkey with wholesalers, distributors, importers and corporate buyers in Africa. Afrosum Nigeria Ltd cooperates with Afrosum Holidays Turizm Ltd. Şti. on local business development, customer relations, operational support, market research and commercial coordination across Nigeria and the relevant African markets. Definitions: • "Grossara", "Platform", "we", "us" or "our" refer, depending on context, to the Grossara Platform and/or to its operator Afrosum Holidays Turizm Ltd. Şti. • "Seller" means any manufacturer, supplier, exporter or commercial entity that lists products, makes offers or sells through the Platform. • "Buyer" means any natural or legal person that searches for products, requests quotes, places orders or carries out import/wholesale procurement through the Platform. • "User" means Sellers, Buyers, visitors and any person using the Platform in any way. • "Partner Bank" or "Financial Institution" means the licensed bank or financial institution that handles payment acceptance, fund custody, conditional release, FX operations, banking compliance checks, KYC/AML procedures or similar financial operations under its own contracts and regulatory obligations. • "Escrow Process" means the holding and conditional release of funds sent by the Buyer to the designated account at the Partner Bank, governed by the order terms, party approvals, document status and the Partner Bank's own procedures. Grossara only facilitates the digital order, document and communication flow of this process; Grossara does not itself hold or manage funds and does not act as a payment service provider.

2. Acceptance of Terms

By accessing the Platform, creating an account, listing products, requesting quotes, initiating an order or carrying out any transaction through the Platform, you unconditionally accept these Terms of Service. If you do not accept these terms, you may not use the Platform. The Platform is intended exclusively for commercial users, companies, wholesalers, distributors, importers, exporters and corporate buyers. The Platform is not a consumer retail shopping platform.

3. Nature of the Platform

Grossara is a digital B2B wholesale trade platform that brings together manufacturers, suppliers and exporters in Turkey with wholesalers, distributors and corporate buyers in African markets. The Platform provides digital tools for product discovery, supplier profiles, product listings, requests for quotation, order management, proforma invoice generation, document upload, communication between parties, shipment tracking and coordination of bank-backed payment / escrow processes. Grossara is not the owner, manufacturer, importer, exporter, distributor, seller of record or holder in possession of any product listed on the Platform. The ownership, possession, quality, manufacture, packaging, export, import and delivery of goods transacted through the Platform are exclusively the subject of the commercial relationship between the relevant Seller and Buyer. Grossara is not a party to the sale contract between the parties; Grossara only provides the digital marketplace infrastructure.

4. Express Statement That We Are Not a Payment Service Provider

Grossara IS NOT a payment service provider, electronic money institution, bank, money transfer institution, foreign exchange office, escrow account institution or financial intermediary, and shall under no circumstances act in any such capacity. Grossara shall under no circumstances accept, hold, manage Buyer funds in its own account or transfer them to third parties. All international B2B payments shall be made exclusively to the account of an authorised Partner Bank or Financial Institution and shall be subject to that institution's own compliance and regulatory processes. All payments effected through the Platform shall be carried out exclusively through an authorised Partner Bank or Financial Institution, in accordance with that bank's own contracts, compliance rules, transaction limits, fee schedules, regulatory obligations and acceptance policies. The Partner Bank or Financial Institution is not a party to these Terms of Service. The bank's services are subject to separate contracts, instructions and regulations between the user and the bank. Grossara DOES NOT GUARANTEE that any banking transaction will be approved, will be executed without delay, that funds will be released on any specific date, or that any SWIFT / international transfer will be successfully completed.

5. Account Registration and Verification

Creating an account is mandatory in order to use the features of the Platform. You are required to provide accurate, current and complete information; incomplete information will block access to the Platform. Commercial identity verification is performed for company accounts. The following documents are required from Sellers and Buyers: • Trade registry certificate or company incorporation document • Tax certificate or tax registration document • Signature circular or authorised representative document • Activity certificate • Bank account verification • Ultimate beneficial owner / shareholding structure information • Export or import authorisation documents • Sector-specific licences, permits or certifications • ID, address or representation authority documents • KYC, KYB, AML and sanctions-screening documents required by the Partner Bank Sellers undergo company verification, listing approval, category-based eligibility checks and document review. Buyers must complete the KYC/AML checks performed by the Partner Bank or relevant financial institution in full before placing an order or entering the payment process. If false, misleading, incomplete, fraudulent or outdated information is provided, Grossara shall suspend the account, block transaction initiation, halt orders, request additional documents or terminate the account permanently.

6. Seller Obligations

Sellers unconditionally accept the following obligations when using the Platform: (a) Provide accurate, complete and up-to-date information including product descriptions, technical specifications, images, prices, MOQ, lead times, production capacity, certifications and export documents. (b) Be legally authorised to manufacture, supply or sell the products they list. (c) Ensure that products comply with applicable quality, safety, packaging, labelling, export and technical standards. (d) Prepare and ship orders within the lead times agreed in the Platform, on the proforma invoice or in writing between the parties. (e) Provide commercial invoices, packing lists, certificates of origin, bills of lading, transport documents, quality certificates, test reports, certifications and related export documents in a timely and accurate manner. (f) Investigate and document product compliance with the export regulations of the country of origin, the import requirements of the country of destination and international trade restrictions. (g) Not list any counterfeit, copied, unlicensed, prohibited, restricted, improperly documented or misleading products. (h) Respond to Buyer enquiries within a reasonable time. (i) Not direct Buyers off the Platform in order to evade the Grossara commission or Platform rules. (j) Acknowledge sole and exclusive responsibility for their own products, documents, statements, quality standards, delivery obligations and export compliance. (k) The Seller shall not ship any goods until a payment / MT103 confirmation issued by the Partner Bank has been uploaded to the Platform. This rule is absolute and admits no exception.

7. Buyer Obligations

Buyers unconditionally accept the following obligations when using the Platform: (a) Complete the required KYC, KYB, AML and banking compliance procedures in full before placing an order or entering the payment process. (b) Provide correct company, importer, representative, address, tax and bank details on the Platform and at the Partner Bank. (c) Verify whether the products ordered may be imported, sold, distributed or used in their own country. (d) Provide the necessary import licences, product registrations, customs documents, local compliance permits and other official approvals. (e) Pay within the time stated on the proforma invoice, into the designated Partner Bank account and in the stated currency. No payment made directly to Grossara or to its personnel shall be considered valid. (f) Inspect delivered goods within a reasonable time. (g) Within 14 days of the delivery date, either confirm delivery or open a dispute on the Platform with valid grounds. (h) Not use the Platform for unlawful, unauthorised, fraudulent, sanctions-violating or third-party-rights-infringing purposes. (i) Not transact directly with a Seller met on the Platform — without Grossara's knowledge — in order to evade the commission, security, banking compliance or document tracking processes.

8. Prohibited Products

The following products may not be listed, sold, offered or transacted on the Platform: (a) Unlawful products (b) Counterfeit, copied or intellectual-property-infringing products (c) Stolen or unlawfully obtained products (d) Weapons, ammunition, explosives and military products (e) Narcotics, psychotropic substances and controlled substances (f) Prescription drugs and unauthorised pharmaceutical products (g) Human tissue, organs, blood products or unethical medical materials (h) Products derived from endangered species (i) Products subject to sanctions, embargoes or export controls and lacking the necessary authorisations (j) Hazardous chemicals or toxic substances (k) Products linked to child labour, forced labour or human-rights violations (l) Other products designated by the Platform as risky and notified as fully prohibited Grossara reserves the right to designate any product as prohibited or high risk without stated reason, to refuse listing, to remove and to suspend accounts.

9. Restricted Categories

Certain product categories are not entirely prohibited but may only be listed on the Platform after pre-approval, additional documentation, a separate agreement and category-based compliance review. Restricted Categories include: • Medical devices • In-vitro diagnostic products • Products bearing health or therapeutic claims • Food supplements • Cosmetics and personal-care products • Chemicals • Industrial raw materials • Electrical and electronic products • Children's products • Toys • Food-contact packaging • Machinery and technical equipment • Products requiring specific import, registration or sales authorisation in the country of destination Listing any product in a Restricted Category requires that ALL of the following conditions be met: (a) Execution of a separate Restricted Category Supplier Agreement (RCSA) between the Seller and Grossara. (b) Per-product upload of the required certificates, permits, test reports, quality certificates, MSDS, CE, ISO, GMP, ISO 13485, MDR/MDD, FDA registration, country-specific marketing authorisations or similar documents. (c) Approval by Grossara administrators. (d) The Seller's written acknowledgment of sole and exclusive responsibility for product safety, regulatory compliance, efficacy claims, technical conformity, export authorisation, product liability, recalls, post-market surveillance and notifications to competent authorities. (e) Where required, the Seller's provision of product-liability insurance and the designation of Grossara as additional insured. (f) The Buyer's acceptance, at order confirmation, that it acts as the registered importer or product responsible person in its own country and that it is bound by the import/distribution regulations applicable there. Grossara IS NOT the manufacturer, importer, distributor, marketing-authorisation holder, seller of record or official representative of any product in a Restricted Category. A Seller without an active RCSA may not list any Restricted Category product. Grossara reserves the right to refuse any Restricted Category product without stated reason, to require additional documents, to suspend a listing, to remove a product or to close the relevant Seller account.

10. Orders and Proforma Invoices

All orders are initiated through the Platform. Following the commercial discussions between the parties, the Platform generates a system proforma invoice. Unless expressly stated otherwise, a proforma invoice is valid for 72 hours. Mandatory information on a proforma invoice: Seller details; Buyer details; product description; product code/technical reference; quantity; unit price; total amount; currency; MOQ; production/preparation time; lead time; Incoterm; delivery point; loading point; packaging information; required documents; payment instruction; Partner Bank details; Grossara commission method; validity period; cancellation and amendment terms. An order becomes binding when both parties have approved the proforma invoice through the Platform or in writing. Amendments to confirmed orders are only possible by mutual approval through the Platform messaging system or in writing. Grossara is not a direct party to the commercial contract between the parties; Grossara provides order management, recordkeeping, document tracking and communication infrastructure.

11. Pricing and FX Risk

Prices are displayed in US Dollars unless otherwise specified. FX rate variations, banking charges, SWIFT deductions, correspondent-bank fees, taxes, customs duties, import levies, freight, insurance and other costs are allocated according to the Incoterm specified in the order and the parties' agreement. After the proforma invoice has expired, the Seller is entitled to update the price. Grossara is not liable for losses arising from FX-rate movements or banking deductions.

12. Payments, Bank-Backed Escrow and Release of Funds

For all international B2B orders carried out through the Platform, the payment process shall be conducted exclusively through the Partner Bank or an authorised Financial Institution. Payments made outside this process — directly or indirectly to Grossara, or through alternative channels — are INVALID and create no obligation for Grossara. The process is conducted as follows: (a) The Buyer transfers payment to the designated account at the Partner Bank by SWIFT or bank transfer, in accordance with the payment instruction on the approved proforma invoice. (b) The Partner Bank reviews the payment in accordance with its own compliance, AML, KYC, sanctions-screening, transaction-acceptance and regulatory procedures. (c) Once the Partner Bank confirms the payment receipt and the fund status, the order status is updated on the Platform and an MT103 / payment-confirmation document is provided to the Seller. (d) The Seller may not ship any goods until the payment / MT103 confirmation issued by the Partner Bank has been uploaded to the Platform. This rule is absolute. The Seller bears alone all risk and cost of any shipment made without such confirmation; Grossara is in no way liable for such a shipment. (e) When the Buyer confirms delivery — or when the dispute window expires without a valid dispute — the Partner Bank shall conduct the release of funds to the Seller in accordance with its own contracts and instructions. (f) If a dispute has been raised, the release of funds shall be subject to the Partner Bank's procedures, the parties' instructions, the dispute outcome or the decision of the competent decision-maker. Grossara shall under no circumstances accept, hold, manage Buyer funds in its own account or transfer them to third parties. Grossara's role is limited to the digital coordination of order status, document upload, party communication, transaction tracking and the banking process. The Partner Bank is entitled to refuse, return, block or request additional documents on any payment, or to make notifications to competent authorities as required by applicable regulations.

13. Grossara Commission and Service Fee

Grossara collects a commission or service fee on every transaction carried out through the Platform. Unless specified otherwise on a per-order basis, the commission rates are: • Orders under USD 10,000: 5% • Orders between USD 10,000 and USD 50,000: 4% • Orders above USD 50,000: 3% The party paying the commission, whether it is included in the gross or net price, whether it is deducted from the Seller's payment or invoiced separately shall be expressly stated on the relevant proforma invoice. The commission shall be collected exclusively through one of the following channels: (a) Deduction by the Partner Bank from the payment to be made to the Seller, in accordance with the parties' pre-accepted payment instruction, and transfer of the deducted amount to the Grossara/Afrosum company account notified by Grossara; or (b) A separate bank transfer made to the Grossara/Afrosum company account against an invoice issued directly by Grossara to the Seller or Buyer. The collection of commission does not, under any circumstances, mean that Grossara holds or manages Buyer order funds. Commission paid through any channel other than the two above shall not be considered duly settled.

14. Shipping, Incoterms and Delivery

The applicable Incoterm, delivery point, loading point, insurance responsibility, freight responsibility, customs responsibility and import charges are expressly stated for each order. The Seller is responsible, in accordance with the relevant Incoterm, for preparing, packaging, labelling, providing export documents and fulfilling its obligations up to the agreed delivery point. Pursuant to Section 12, the Seller may not under any circumstances initiate shipment without the Partner Bank's payment confirmation. The Buyer is responsible, in accordance with the relevant Incoterm, for import operations, customs duties, local licences, permits, last-mile transport, warehouse delivery and other official obligations in its country. The Platform provides shipment tracking and document sharing; however, it is in no way liable for delays, damages, seizures, demurrage charges or import rejections caused by carriers, customs administrations, ports, warehouses, insurance companies or official authorities.

15. Customs, Export Controls, Sanctions and AML Compliance

Users are required to comply with all applicable export controls, import regulations, customs rules, sanctions lists, anti-money-laundering rules and counter-terrorism-financing rules when using the Platform. The Seller represents that the export of its products is lawful and that it can provide all necessary documents. The Buyer represents that the products may be imported into the country of destination and that it can provide all necessary import authorisations. Where Grossara or the Partner Bank suspects sanctions, embargo, fraudulent documents, suspicious money flows, prohibited products, high-risk countries, high-risk persons or regulatory violations in any transaction, it reserves the right to suspend the transaction, request additional documents, restrict the account, halt the order or notify the competent authorities.

16. Delivery Confirmation and Dispute Process

Unless expressly agreed otherwise, the delivery date is determined by reference to the carrier's delivery document, delivery report, bill of lading, POD, customs delivery record or other valid proof of delivery uploaded to the Platform. Within 14 days of the delivery date, the Buyer shall: (a) confirm delivery; or (b) open a dispute on the Platform with valid grounds. Valid grounds for a dispute include: damaged goods; wrong product shipped; shortfall in quantity; the goods do not materially correspond to the approved proforma invoice or the product description; material defects in the documents; manifest non-compliance with the agreed quality or technical specification. The dispute process is conducted as follows: (a) The Buyer opens a dispute on the Platform and submits evidence. (b) The Seller is notified and has 7 days to respond. (c) The parties may submit photos, videos, transport documents, quality reports, correspondence, test results, invoices, packing lists and other relevant documents. (d) Grossara seeks to facilitate an in-platform resolution and commercial mediation between the parties. (e) If the parties fail to agree, the dispute is resolved in accordance with the final dispute-resolution clause in Section 29. Until the dispute is resolved, the release of funds shall be subject to the Partner Bank's procedures, the parties' instructions or the decision of the competent decision-maker. Grossara's in-platform dispute assessment does not constitute a court, arbitration or official-authority decision.

17. Cancellation, Amendment and Returns

Order cancellation is assessed having regard to the order status, the production stage, whether the product is held in stock or is custom-made, the payment status and whether shipment has begun. For products to be shipped from stock, cancellation conditions are stated on the proforma invoice. For custom-made, private-label, branded, individually labelled or buyer-specific products, cancellation is only possible with the Seller's written consent. Cancellation of products that have already been shipped is subject to transport, customs, insurance and return-shipping costs. Where a return is accepted, the return method, costs, re-export/re-import documents and refund of funds are determined separately between the parties. Grossara provides only in-platform support and recordkeeping in commercial cancellation or return disputes between the parties; Grossara itself does not hold or pay return funds.

18. Platform Messages, Records and Evidential Value

Users acknowledge that messages, order approvals, proforma invoices, document uploads, payment notifications, delivery records, dispute records and system logs generated through the Platform are retained as commercial transaction records. Platform records shall be used as evidence in disputes between the parties. Users shall confirm material order amendments, delivery terms, price changes, document exceptions and cancellation terms in writing through the Platform. Verbal discussions outside the Platform or unwritten agreements do not bind Grossara.

19. Prohibition on Off-Platform Transactions

Users undertake not to transact directly outside the Platform with other users they have met on the Platform or with whom they have communicated through the Platform, with the aim of evading the Grossara commission, compliance checks, order security or the bank-backed transaction process. Off-platform transactions — including evading commission, requesting direct payment, redirecting Buyers or Sellers off the Platform, sending different bank account details, issuing fake proformas or circumventing the Platform's secure transaction flow — shall lead to suspension or permanent termination of the account. Grossara is in no way liable for transactions, payments, deliveries, frauds or disputes that occur off the Platform.

20. Intellectual Property

The Grossara brand, the Platform's design, software, database structure, user interface, commercial texts, images, logos, domain names, trade secrets and technical infrastructure belong to Afrosum Holidays Turizm Ltd. Şti. or to its respective licensors. Users retain their rights in product images, descriptions, technical documents, commercial information and brand materials uploaded to the Platform. By uploading content to the Platform, the User grants Grossara a worldwide, royalty-free, non-exclusive and non-transferable licence to use, display, reproduce, technically process and distribute that content for the purposes of operating the Platform, displaying products, executing orders, marketing, search, cataloguing and commercial communication. The User represents and warrants that the content it uploads does not infringe third-party intellectual-property rights.

21. Privacy, Trade Secrets and Personal Data

Grossara processes company information, representative information, contact information, trade documents, banking details, transaction records, order documents, KYC/KYB documents and technical usage data in operating the Platform. The processing, storage, sharing and cross-border transfer of personal data are governed by separate Privacy Policy, KVKK Information Notice, Cookie Policy and, where required, the relevant explicit-consent / transfer mechanisms. Users acknowledge that their information may be shared with the Partner Bank, financial institutions, logistics providers, insurance companies, advisers, legal counsel, technical service providers or competent public authorities for the purposes of KYC/KYB, AML, sanctions screening, payment review, dispute resolution, customs, export/import and regulatory compliance. Users are obliged to keep confidential the prices, products, supply, customer, document, contract, technical-data and commercial information obtained through the Platform from other users.

22. Third-Party Services

The Platform integrates with third-party services such as banking, payment infrastructure, logistics, insurance, customs brokerage, verification, e-signature, KEP, data hosting, analytics, e-mail, notification or document management services. These services are subject to those third parties' own contracts, fees, transaction conditions and privacy policies. Grossara is not liable for outages, errors, delays, transaction refusals, data loss, fees, regulatory decisions or operational failures of third-party service providers.

23. No Warranty

The Platform is provided "as is" and "as available". Grossara does not warrant that the Platform will operate uninterruptedly, without errors, free of security vulnerabilities, with continuous availability or in accordance with all commercial expectations. Grossara does not warrant the quality, safety, legal compliance, delivery capacity or commercial reputation of Sellers' products. Grossara does not warrant the payment ability, import authorisation, customs compliance or commercial reliability of Buyers. Verification, badge, approval or document-review processes on the Platform do not mean that Grossara guarantees the relevant user or product.

24. Limitation of Liability

To the maximum extent permitted by applicable law, Grossara is not liable for: (a) The quality, safety, legality or regulatory compliance of products listed by Sellers. (b) Buyers' payment ability, import authorisation or commercial performance. (c) The accuracy of information, documents or statements provided by Users. (d) Production delays, shipment delays, customs operations, port delays, carrier errors, insurance disputes or import refusals. (e) SWIFT, banking, correspondent-bank, payment-system, FX-operation or financial-institution delays. (f) Sanctions, embargoes, export controls, import restrictions or actions of official authorities. (g) Off-platform transactions. (h) Shipments made by the Seller without payment confirmation. (i) Indirect damages, loss of profits, loss of business, loss of data, loss of reputation or loss of expected commercial opportunities. Grossara's total liability arising from any transaction is, to the extent permitted by applicable law, limited to the net commission actually collected by Grossara on the relevant transaction. This limitation does not apply to liabilities that may not be limited by law, wilful misconduct, gross negligence or mandatory regulatory provisions.

25. Indemnification

Users shall fully indemnify Grossara, the Afrosum companies, their officers, employees, representatives, affiliates, the Partner Bank and business partners against any claims, damages, penalties, costs, official proceedings, third-party claims, legal fees and other expenses arising from: (a) Breach of these Terms of Service. (b) Provision of false, fraudulent, incomplete or misleading information / documents. (c) Listing of prohibited or unauthorised Restricted Category products. (d) Violation of product safety, quality, labelling, certification, import or export regulations. (e) Infringement of intellectual-property rights. (f) Sanctions, embargo, AML or customs violations. (g) Off-platform transactions. (h) Shipments made by the Seller without payment confirmation. (i) Infringement of third-party rights.

26. Account Suspension and Termination

Grossara shall suspend an account temporarily or permanently, halt orders, remove products or terminate the account in any of the following circumstances: • Breach of these Terms of Service • Provision of false or incomplete documents • Suspicion of fraud • Listing of prohibited products • Violation of Restricted Category rules • Attempted off-platform transactions • Sanctions or AML risk • Conduct harmful to other users • Notification of transaction risk by the Partner Bank or an official authority • Conduct that threatens Platform security • Shipments made without payment confirmation A user may close the account by contacting the support team. Closing the account does not eliminate any payment, commission, document, delivery, confidentiality, indemnification or dispute obligations that arose before closure. Ongoing orders shall be completed, cancelled or subjected to the dispute process in accordance with the relevant order status and the Partner Bank's procedures.

27. Force Majeure

Events beyond the parties' reasonable control — including war, civil unrest, embargo, sanctions, natural disaster, pandemic, fire, strike, port closure, customs barrier, official-authority decision, internet outage, banking-system failure, SWIFT outage, cyber attack or similar events — are deemed force majeure. Grossara is not liable for any unavailability of the Platform, transaction delay, document-flow disruption or impact on order processes resulting from force majeure.

28. Changes to the Terms

Grossara reserves the right to amend these Terms of Service from time to time. Material changes are notified to Users through Platform notifications, e-mail or similar means. Continued use of the Platform after changes constitutes acceptance of the updated terms.

29. Governing Law and Dispute Resolution

These Terms of Service are governed by the laws of the Republic of Turkey. The parties shall first attempt to resolve disputes through the in-platform resolution process and good-faith negotiations. If the in-platform resolution process fails, disputes arising from these Terms of Service or the use of the Platform shall be resolved by arbitration seated in Istanbul. Unless otherwise agreed by the parties in writing: • The seat of arbitration is Istanbul. • The language of arbitration may be English or Turkish; it is determined on a per-matter basis. • The number of arbitrators is one or three, depending on the value in dispute. • Large-scale international disputes are resolved under ICC arbitration. • Lower-value disputes are resolved through expedited arbitration or an alternative dispute-resolution method accepted by the parties. For low-value transactions, Grossara provides in-platform settlement, document-based review or commercial mediation mechanisms in order to preserve the user experience. These mechanisms do not constitute a final court or arbitral award.

30. Language

These Terms of Service may be translated into other languages. Where there is a conflict between the Turkish, English or other language versions, the language that prevails is specified on the Platform or in the relevant agreement. Unless expressly stated otherwise, given the international B2B nature of the Platform, the English version is the reference for commercial interpretation; for legal obligations in Turkey, the Turkish text prevails.

31. Notices and Contact

For questions about these Terms of Service, Platform operations, legal notices or compliance matters: legal@grossara.com

Platform Operator: Afrosum Holidays Turizm Ltd. Şti. Harbiye Mah. Hürriyet Cad. No:52 Çankaya, Ankara, Turkey Local Cooperation / Operational Support: Afrosum Nigeria Ltd No. 175 Friday O, Mabushi Abuja, Nigeria