Legal

Supplier Terms

Version 1.3-draft · Last updated: 23 October 2026

Draft — pending legal review. Version 1.3-draft, prepared 2026-10-23. This draft has not yet been approved by counsel; bracketed items are placeholders to be confirmed.

These Supplier Terms supplement the Terms of Service and apply to any manufacturer, distributor, EPC contractor, installer, systems integrator or service provider (a Supplier) that applies to ColdMatch Group, responds to a project coordinated by ColdMatch or is introduced to a buyer by ColdMatch.

1. Independent businesses

Suppliers are independent businesses. Nothing in these terms creates a partnership, joint venture, employment, franchise or exclusive distribution relationship between ColdMatch Group and any Supplier. Unless agreed in a document signed by ColdMatch, ColdMatch does not sign contracts or make binding commitments on a Supplier's behalf, and a Supplier has no authority to bind ColdMatch.

2. How the service works for Suppliers

Applying is free. ColdMatch reviews applications at its discretion; applying does not guarantee listing, RFQs, introductions, orders or contracts.
When a reviewed buyer project matches, ColdMatch may contact you on the buyer's behalf and share the project information needed to respond. Use it only to prepare a response or perform the resulting contract.
Responses and clarifications are coordinated through ColdMatch. Your identity is shown to the buyer as a masked proposal (for example "Proposal A") until ColdMatch approves an introduction.
Any contract is formed only when you and the buyer sign your own written contract. ColdMatch is not a party to it unless it signs it.

3. Supplier responsibilities

To the extent applicable to its role in a project, each Supplier is responsible for:

product identity, title, specifications, quality and safety;
packaging, labelling, origin and traceability;
certificates and declarations required for its products (for example CE, PED or other conformity documents, as applicable);
warranties it gives and the accuracy of its documentation, datasheets, drawings and quotations;
ensuring that the products and services it offers and supplies meet the requirements that apply in the countries of origin and destination, where relevant — depending on the product and jurisdiction, for example product safety, electrical and pressure-equipment conformity, energy-efficiency rules, refrigerant restrictions, quotas or licences, technician certification, labelling, traceability, any sanitary or phytosanitary documents for goods it stores or moves, export, customs and shipping documentation;
compliance with the laws that apply to it as manufacturer, importer, exporter, distributor or service provider, including sanctions, export controls, anti-bribery and AML/CTF rules;
notifying ColdMatch and affected buyers promptly of any recall, safety notice or incident affecting products or work supplied for a project coordinated by ColdMatch.

Requirements differ by product and jurisdiction; no single checklist applies everywhere. ColdMatch facilitates sourcing and RFQs and does not itself manufacture, sell or export the listed products. Nothing in these Supplier Terms limits obligations that applicable law places on a Supplier or any other party, transfers statutory liability, or means that ColdMatch has verified or guarantees a Supplier's compliance. See Regulation and restricted items.

4. Installation, EPC, commissioning and maintenance roles

Where a Supplier is the installer, EPC contractor, commissioning party or maintenance provider, it is also responsible, to the extent of its contracted scope, for:

the design it provides, including refrigeration, pressure-equipment and electrical design;
installation, electrical works, commissioning, testing and maintenance;
site safety for its personnel and subcontractors, and the permits and registrations it must hold;
refrigerant handling by qualified personnel (including F-gas, ammonia and CO₂ requirements, as applicable) and the safety of pressure equipment it installs or maintains.

5. Accuracy of submissions and evidence labels

Suppliers are responsible for the accuracy, completeness and lawfulness of information, images, drawings, datasheets, certificates, prices, availability, lead times and warranty terms they submit. In comparisons this information is labelled "Supplier-submitted". ColdMatch may compare documents against a brief ("Checked by ColdMatch"); such a check is not a certification, audit or compliance approval.

6. Prohibited conduct

Misrepresenting identity, capacity, certifications or origin of equipment.
Offering counterfeit, grey-market or non-compliant equipment.
Circumventing the coordination process to bypass introductions or fee arrangements.
Using buyer information for unrelated marketing or resale.
Engaging in price fixing, market allocation or other anti-competitive practices.
Any conduct violating sanctions, export controls or anti-bribery laws.

7. Review and documentation

ColdMatch Group may review any Supplier application and may request documentation (company registration, certifications, references, insurance, beneficial ownership) at any time. We reserve the right, where appropriate and to the extent permitted by law, to decline or remove applications, refuse introductions and terminate accounts of Suppliers that do not provide requested information or that breach these terms, the Acceptable Use Policy or the Compliance Policy. A review does not mean ColdMatch certifies, vets or endorses a Supplier.

8. Confidentiality

Suppliers must treat buyer RFQ information as confidential and use it exclusively to prepare a response or perform the resulting contract.

9. Fees

Applying and receiving project briefs are free for Suppliers, and buyers do not pay ColdMatch. If a deal closes, the selected Supplier pays ColdMatch a success fee set out in a separate written agreement with that Supplier, which also sets out how and when it is invoiced and how VAT applies. The success fee does not decide which Suppliers are contacted or included in a comparison.

10. Indemnities

The Supplier will indemnify ColdMatch against losses, damages, fines and reasonable legal costs arising from third-party claims to the extent caused by: (a) the Supplier's products, services, designs or documents, including product-liability and intellectual-property infringement claims; or (b) the Supplier's breach of these terms or violation of applicable law. ColdMatch gives the mutual indemnity in section 15 of the Terms of Service for claims caused by its own breach or violation of law. The procedure in that section applies.

11. Liability

Section 14 of the Terms of Service applies, including the liabilities that are not limited. For Suppliers, the cap in section 14.4 is the greater of the fees the Supplier actually paid to ColdMatch in the previous 12 months and [fixed amount — to be confirmed by counsel]. Fees due to ColdMatch are not subject to that cap.

12. Incidents and regulator requests

Suppliers will cooperate under section 16 of the Terms of Service on safety incidents, product recalls, safety notices, refrigerant releases and requests from regulators or authorities concerning projects coordinated by ColdMatch.