The following Terms and Conditions of the Platform, together with the Membership Agreement and the Glossary, constitute a written agreement between PartMiner and each Member of the Platform. Each Member of the Platform is legally bound to comply with the following Terms and Conditions each time the Member uses the Platform. All capitalized terms used in these Terms and Conditions are defined in the Glossary.

How to Use the Buy and Sell Feature.

Log In Procedures. To use the Platform, a Member must log in to the Platform website at www.partminer.com or www.freetradezone.com and follow all log in instructions and complete all log in fields regarding the Platform presented on the website.

Creating a Request for Quote. A Buyer may create a Request for Quote by following the instructions provided on the Platform website. To increase the likelihood of successfully obtaining the desired item, a Buyer must precisely describe in the Request for Quote all required information as indicated on the "PartMiner Quote" or "Request for Quote" page.

Notification. After a Buyer submits a Request for Quote, PartMiner Direct will be notified by e-mail or fax of the Buyer's Request for Quote, and PartMiner Direct will determine whether to submit a Quote to the Buyer's Request for Quote.

Negotiating Terms. For any Quote submitted to a Request For Quote against an individual line item, a dialog function may be used for communications between the Buyer who issued the Request For Quote and PartMiner Direct. Buyer and PartMiner Direct may use this communication function to come to terms with respect to price or other details of the transaction. PartMiner Direct may also revise the Quote.

Issuing a Purchase Order. If a Buyer finds acceptable the terms of a Quote submitted by PartMiner Direct for an individual line item on a Request For Quote, the Buyer may select that Quote (or multiple Quotes) for inclusion in a Purchase Order using check boxes on the Request For Quote screen. The Buyer may then create a Purchase Order.

Confirming a Purchase Order. When PartMiner Direct receives a Purchase Order on the Platform, PartMiner Direct will review the details of the Purchase Order. PartMiner Direct may then click a button to Confirm the Purchase Order. When PartMiner Direct Confirms the Purchase Order, the Buyer and PartMiner Direct have entered into and are obligated to complete a Transaction pursuant to such Purchase Order or such other agreed terms.

Getting Help. The "Help" pages on the Platform are a quick and easy reference, and they exist to provide answers to frequently asked questions about the Platform. To access the help pages, click the "Help" button at the top of each page in the Platform. Members can also access the "Help" pages by clicking the "HELP" link or the "FAQ" link from the log in page.

Terms and Conditions of a Transaction. Each Transaction that follows the Confirmation of a Purchase Order by PartMiner Direct in response to receipt of such Purchase Order from a Buyer will be consummated on the terms and conditions set forth in the PartMiner Direct's sales invoice, including any special terms and conditions contained therein. Unless specifically otherwise agreed to, Members will adhere to all commercially reasonable practices that may have been established between a Buyer and PartMiner Direct through a course of conduct or prior dealings. In interpreting the content of the communications creating a Transaction, any conflict in the communications shall be resolved by giving priority to the communications in the following order of precedence:

• Sales Invoice;
• Purchase Order;
• Negotiations, giving priority to the most recent communication;
• Comments within any Quote;
• Quote; and
• Request For Quote.

Buyers and PartMiner Direct shall be solely responsible for determining the adequacy of their communications in providing a basis for the performance of any related Transactions.

Member Conduct

Members Only. Only Members may use the Platform. To use the Platform, a Member must successfully register and agree to comply with and continue to comply with all of the provisions of the Membership Agreement. Access to separate features of the Platform may be determined by the subscription level for each Member.

System Integrity and Reliability. No Member may access or use the Platform through any method or device other than the Member log-in procedure specified by PartMiner. No Member may submit any data, record or other communication to or through the Platform that contains any viruses, Trojan Horses, worms, time bombs, cancelbots, or other computer programming routines intended or designed to delete, damage or disrupt data or to otherwise detrimentally interfere with the functions and operations of the Platform or of the computer systems and networks that access the Platform.

Prohibited Conduct. In using the Platform, a Member will not:

1. submit a Request for Quote for items the Member does not intend or does not have the ability to purchase and take delivery of; or
2. transmit false or misleading data, information or other material to PartMiner or any other Member to or through the Platform; or
3. transmit any data, information or other material to PartMiner or any other Member to or through the Platform that violates or infringes on the Intellectual Property of any Person or that violates any law, statute, rule, ordinance, regulation or order; or
4. transmit defamatory, libelous, pornographic, obscene, tortious, immoral, indecent, offensive, threatening, harassing or otherwise improper or inappropriate data, information or other material to PartMiner or any other Member, or to or through the Platform.
5. engage in any behavior or activity designed or intended to manipulate or create a false or misleading impression regarding the market and purchase and sale terms for items purchased or sold in connection with the use of the Platform; or
6. submit a Request For Quote, Quote, Purchase Order, or enter into a Transaction that conflicts with any law, statute, rule, ordinance, regulation or order applicable to the Member or the Transaction; or
7. enter into any Transaction that PartMiner has prohibited or has declared to be unauthorized; or
8. do or aid or cause any other Person to do anything that impairs, hinders or delays the use of the Platform by other Members or the consummation of any Transaction between other Members.

Responsibility for Use of the Platform. Each Member assumes full liability and responsibility for all uses of the Platform (including, without limitation, the liability and responsibility to consummate all Transactions, where applicable) by each Person who uses the Member's Member ID and Password to access and use the Platform, regardless of whether such Person is authorized by the Member or known to the Member.

Reporting of Violations or Unauthorized Use. Each Member will promptly notify PartMiner of (a) any actual or suspected violation of the Membership Agreement or these Terms and Conditions by any Member or any other Person, (b) any theft, loss or compromising of the Member's Member ID and Password, and (c) any unauthorized or improper, or potential for unauthorized or improper, access to or use of the Platform by any Person, including any Member.

Security and Quality Assurances. Members shall take reasonable precautions to preserve the security of the Platform and the privacy of other Members regarding their use of the Platform, the Databases and/or the Data, any Transactions or any Transaction Data of other Members. Members shall not (a) breach or attempt to breach the security of computers or other hardware, network servers or telecommunication facilities, software or data relating to the Platform or used by any other Member or third party that is interfacing with any part of the Platform or (b) use or distribute on the Platform any software or other tools or devices designed to compromise privacy or security.

Termination and Suspension

Termination and Suspension. PartMiner may terminate or suspend the Platform membership of any Member at any time for any reason or no reason upon notice to the Member. When PartMiner terminates or suspends the membership of a Member, (a) such Member must stop using the Platform, including without limitation the Databases and/or the Data, unless and until notified by PartMiner that the Member has been reinstated as a Member and (b) PartMiner has the right, immediately and for the duration of such termination or suspension, to block such Member's access to and use of the Platform, including without limitation the Databases and/or the Data. If, at the time of a termination or suspension of a Member, the Member has any Request for Quote or Quote outstanding in the Platform, PartMiner may, without further liability, remove such Request for Quote or Quote without prior notice.

Reinstatement. A Member whose membership in the Platform has been terminated or suspended by PartMiner may request reinstatement of such membership by contacting PartMiner. PartMiner, acting in its sole discretion, may reinstate a Member following any termination or suspension of membership.

Member Representations and Warranties. Each time a Member accesses or uses the Platform, the Member makes the following representations and warranties to PartMiner:

1. The Member has the authority to access and use the Platform and to bind and obligate the Member to consummate all Transactions entered into through use of the Platform.
2. If the Member is not a natural person, the Person accessing or using the Platform using the Member's Member ID and Password is duly authorized by the Member to access and use the Platform and to bind and obligate the Member to consummate Transactions entered into through use of the Platform.
3. Each Transaction the Member engages in will comply with all applicable foreign, international, federal, state, and local laws, statutes, regulations, rules, ordinances, orders and other governmental requirements, including, but not limited to, export, import or trade control laws and laws relating to the shipment or transit of goods purchased or sold through use of the Platform.
4. The Member intends to and is financially and in all other ways able to purchase, pay for and take delivery of the items identified in each Purchase Order submitted by the Member on the terms and conditions set forth in the Purchase Order.
5. The Member is properly following the procedures for use of the Platform and is in compliance with all of the provisions of the Membership Agreement.