Sourcing Transactions General Rules

These madeinindonesia.com Sourcing Transactions General Rules (“Rules”) apply to cross-border sourcing transactions using madeinindonesia.com’s Transaction Services and supplement the madeinindonesia.com Transaction Services Agreement with regard to the sourcing transactions only. madeinindonesia.com may revise these Rules from time to time. The revised Rules will become effective upon posting on the website at www.madeinindonesia.com.

Cross-border trading transactions involve multiple parties and complicated issues. These Rules set out the normal procedures of a sourcing transaction using madeinindonesia.com’s Transaction Services but may not cover all issues that may arise in connection with a sourcing transaction. You agree and accept that madeinindonesia.com shall have the right to modify or supplement these Rules and/or make determinations whenever Madeinindonesia.com considers appropriate having regard to commonly accepted principles and practices in cross-border trading and the circumstances of each individual case. You shall not dispute madeinindonesia.com’s determination nor hold madeinindonesia.com responsible for any determination merely on the ground that the issue is not expressly addressed in these Rules.

1. Definitions

1.1 Unless otherwise expressly provided herein, the capitalized terms shall have the same meanings as set forth in the madeinindonesia.com Transaction Services Agreement;

1.2 Member’s “Email Address” means Member’s email address registered with the madeinindonesia.com Site.

1.3 “MINDWallet Account” means an account in MINDWallet’s name registered with a bank or another payment service provider and designated by madeinindonesia.com to receive the contract amounts under the sourcing transactions as agreed between Madeinindonesia.com and Seller. The account information is specified in the relevant payment checkout pages. The contract amounts so received will then be held by MINDWallet in the MINDWallet Account as instructed by Madeinindonesia.com until the sourcing transaction is completed or cancelled.

1.4 “Member” or “you” means either Buyer or Seller.

1.5 “Order” or “Purchase Contract” means an online purchase contract for a sourcing transaction which is entered into by Buyer and Seller by following the procedures of placing orders in the madeinindonesia.com Site and which incorporates the standard terms and conditions designed by madeinindonesia.com.

1.6 The product sales amounts of a Purchase Contract/Order means the total prices payable by Buyer for the products under the Purchase Contract/Order. The references to the order amounts of a Purchase Contract/Order refer to the aggregrate amounts of the product sales amounts and the madeinindonesia.com’s Service Fees.

1.7 Sourcing transactions refer to the Online Transactions for cross-border trading of products under these Rules and in which the products are delivered by Seller to Buyer by ocean shipment.

2. Transaction Services for Sourcing Transactions

2.1 All registered members of madeinindonesia.com Site outside Republic of Indonesia, may access and use madeinindonesia.com’s Transaction Services for sourcing transactions as Buyers. Only registered Gold Supplier paying members of the madeinindonesia.com Site within Republic of Indonesia, may access and use the Transaction Services for sourcing transactions as Sellers. madeinindonesia.com may impose additional qualifications for either Buyers or Sellers.

2.2 If Member has designated a contact person in the Order, Member undertakes that you have duly authorized your contact person to represent Member in all matters in a sourcing transaction, including without limitations placing the Order, receiving all communications from madeinindonesia.com and the other party to the Order, giving confirmation, approvals, consents that are required by madeinindonesia.com and the other party to the Order.

2.3 Member’s Email Adress shall be the official mode of communication for Member. All communications sent to the Email Address shall be deemed to have been sent to and received by Member on the date of sending. All communications sent from the Email Address shall be deemed to have been sent with Member’s full authorization. If Member designates another email address in any Order, communications sent to that other email address will have the same effect as the communications sent to the Member’s Email Address.

2.4 Seller in Republic of Indonesia must ensure that you have obtained the relevant foreign trade authority according to Republic of Indonesia law or have entrusted an export and import agency with the foreign trade authority in order to export the products under the Order.

2.5 madeinindonesia.com’s Transaction Services for sourcing transactions are free of charge to Seller. madeinindonesia.com charges the service fees (“Service Fees”) to Buyer for our Transaction Services. madeinindonesia.com reserves the right to adjust the Services Fees upon prior notice on the Madeinindonesia.com Site.

3. Procedures and Time Limits

3.1 A sourcing transaction will normally go through the following procedures:

(a) Seller and Buyer enter into a binding Purchase Contract online within the madeinindonesia.com Site;

(b) Buyer remits the full order amount of the Order to the Seller by making payment of funds to the madeinindonesia.com designated bank Account;

(i) in case of FOB trading term, Buyer, at Buyer’s cost and by itself or through Seller, arranges for shipping and transportation, and obtain any marine insurance at Buyer’s cost,

(ii) in case of CIF trading term, Seller, at Seller’s cost, arranges for shipping and transportation and obtain marine insurance; or

(iii) in case of CFR trading term, Seller, at Seller’s cost, arranges for shipping and transporation, and Buyer may obtain any marine insurance at Buyer’s cost;

(d) Buyer inspects the products and confirms the products can be shipped, and if Seller and Buyer have already had an inspection agreement, Buyer should conduct the inspection as agreed;

(e) Seller delivers the products for shipment

(i) in case of FOB trading term, to Buyer’s shipping agent at the warehouse or port at the instructions of Buyer or its shipping agent; or

(ii) in case of CIF or CFR trading term, at the port of shipment to have the products on board the vessel heading the CIF/CFR port of destination.

If Seller and Buyer have agreed to the inspection, Seller will so deliver the products after the results of the inspection are satisfactory to Buyer;

(f) Seller provides the Shipping Documents to Buyer and also uploads the Shipping Documents on the madeinindonesia.com Site;

(g) Upon Buyer’s confirmation that he/she is satisfied with the products or in the absense of such confirmation within the time limit prescribed by Seller and as agreed by madeinindonesia.com, madeinindonesia.com will remit the product sales amounts received from Buyer to Seller’s MINDWallet;

(i) In case any disputearises between Buyer and Seller with respect to a sourcing transaction during any stage, madeinindonesia.com will have the right to determine whether or not the sourcing transaction should be cancelled, whether or not any remedy should be made by any of Seller and Buyer, and whether any funds received in the madeinindonesia.com’s designated Account should be refunded to Buyer or remitted to Seller, in whole or in part, in accordance with these Rules or otherwise as Madeinindonesia.com considers appropriate.

The Seller agress that the Buyer’s full payment of the transaction price listed for the Order to MINDWallet constitutes final payment to the Seller and Buyer’s payment obligation listed for the Order is fully satisfied upon receipt of funds by madeinindonesia.com’s designated Account. Madeinindonesia.com is holding any funds on behalf of Buyer, or in any escrow or trust relationship. Seller has requested that the settlement of funds to Seller be delayed as provided in this clause 3.1.

3.2 Time Limits: Please refer to the Time Limits attached hereto for Sourcing Transactions for the applicable time limits for sourcing transactions.

3.3 References to days in these Rules refer to calendar days only.

3.4 An electronic copy means an eletronic copy in the format of PDF, JPG or BMP only.

3.5 If the “Shipping Date” is stated to be a period of time, it shall be deemed to mean the last calendar date of such period.

4. Unqualified Sourcing Transactions

4.1 If any of the following circumstances occurs, a sourcing transaction will be considered as an unqualified sourcing transaction:

(a) the products of the sourcing transaction violates the Product Listing Policy or other provisions of the Madeinindonesia.com Transaction Services Agreement; or

(b) the Order contains any provisions in conflict with the standard terms for the Purchase Contract designed by madeinindonesia.com.

4.2 madeinindonesia.com has the right to reject or cancel any unqualified sourcing transaction even if Buyer and Seller have confirmed the Order.

5. Creating a Valid Purchase Contract

5.1 Buyer and Seller accept and agree to adopt the standard terms designed by madeinindonesia.com for Purchase Contracts to conclude a valid binding purchase contract. Buyer and Seller should ensure that the Purchase Contract has contained all necessary information, terms and conditions but does not contain any provisions in conflict with the standard terms of the Purchase Contract, the madeinindonesia.com Transaction Services Agreement or these rules.

5.2 After Seller agrees to accept the Order, none of Buyer and Seller may cancel the Order unless this is expressly permitted in these Rules.

5.3 Seller warrants and represents that:

(a) Seller has obtained all the required approval, license, permit and certification necessary for the sale and export of the products to Buyer, including without limitation any export license;

(b) Seller has the right to sell, distribute and export the products and the sale and export of the products do not infringe any third party’s intellectual property rights and other legitimate rights, including that the products do not infringe any third party’s intellectual property rights and other legitimate rights in the country/region of destination;

5.4 Unless Seller expressly agrees in the Order or otherwise with Buyer, Seller sells the products by description and makes no warranty that:

(a) Seller has obtained the required approval, license, permit and certification for importation to the country/region of the destination, including without limitation any import license. Buyer shall be responsible to notify Seller of the local requirements applicable to the products.

(b) the products comply with the safety or other requirements applicable in the country/region of the destination.

5.5 Buyer warrants and represents that Buyer has obtained all the required approval, license and permit necessary for the purchase and import of the products into the country/region of destination, including without limitation any import license.

6. Payment of Order Amounts

6.1 Buyer must pay the order amounts in full in advance within the prescribed time limit.

6.2 Buyer must make the payments under an Order in the prescribed manner. The payments must be made in US Dollars/IDR Rupiah or any other currencies as supported by Madeinindonesia.com designated bank from time to time by T/T to Madeinindonesia.com designated bank Account, which details are set forth in the relevant checkout webpage. The payment instructions must contain the relevant madeinindonesia.com Order ID or the P.O ID for the Order. If the payment is not made in the prescribed manner, Buyer will be considered as having not made the payment at Buyer’s own risks for breach of these Rules.

6.3 Buyer can make payment on your own account or through the account in the name of a third party. In the case of the payment from a third-party, Buyer shall retain complete and original records for not less than two years proving that the payment has been authorized by the payor to settle the order amounts under the Order on Buyer’s behalf. Buyer is required to provide such evidence when any dispute with respect to the payment occurs or madeinindonesia.com reasonably believes necessary.

6.4 If Buyer fails to make the advance payment of the order amounts to the Seller by making payment of funds to madeinindonesia.com’s designated Account in full within the prescribed payment period, the Order will be cancelled.

6.5 In case Seller is a Member from the Republic of Indonesia, Seller must provide a valid settlement bank account opened with a licensed bank in the Republic of Indonesia to madeinindonesia.com. For any amount that is payable to Seller, madeinindonesia.com will pay into Seller’s that account in USD/IDR or any other currencies supported by madeinindonesia.com from time to time. Seller will be responsible to settle the amount into IDR. Seller shall bear the risks of exchange conversion.

6.6 Buyer will be responsible for the financial charges charged by the remittance bank for Buyer’s payment to the madeinindonesia.com’ Account. When madeinindonesia.com makes any payment to Buyer or Seller, any financial charges incurred will be borne by the recipient of the funds.

7. Trading Terms

The sourcing transaction must use one of the following trading terms of INCOTERM 2010:

(a) FOB;

(b) CIF; or

A brief summary of the trading terms FOB, CIF and CFR are set forth as below, you are recommended to refer to INCOTERM 2010 for detailed explanation.

	FOB	CIF/CFR
Risk of loss	Risks of loss will be passed to buyer upon the products being on board the vessel at the loading port
Cost and Freight	Buyer’s responsibility	Seller’s responsibility
The responsible party will be responsible for the cost and freight to ship the products from the agreed port of shipment to the destination. It will be at the responsible party’s own choice, cost and risk to engage a shipping agent and/or to book the vessel for the goods.
Insurance	Buyer will obtain any marine insurance at Buyer’s cost	Under CFR term, Buyer may obtain any marine insurance at Buyer’s cost. Under CIF term, Seller will be responsible to obtain marine insurance against Buyer’s risk of loss of or damage to the goods during the carriage by sea.
Custom Clearance	Seller will be responsible for customs clearance and duties for the export of the goods; while Buyer will be responsible for customs clearance and duties for the import of the goods
Delivery	Deliver of products takes place when the products are delivered to Buyer’s shipping agent at the FOB port or the warehouse or another place designated by Buyer or its shipping agent.	Delivery of products takes place when the products are on board the vessel at the loading port.

8. Inspection and Confirmation of Products

8.1 Regardless whether Buyer and Seller have agreed to inspection, after Seller confirms that Seller has completed the production, Buyer will have an opportunity to take steps as Buyer considers appropriate to examine the products to confirm that the products are in order and can be shipped to Buyer.

(a) If Buyer does not confirm that the products are in order and can be shipped within the prescribed time limit, Buyer and Seller should settle the issue through amicable negotiations.

(b) If Buyer fails to confirm the products for shipment within the prescribed time limit without reasonable grounds, in case Buyer has agreed to liquidated damages in the section of releasing conditions of the Order, the agreed amount of liquidated damages will be released to Seller, the remainder less madeinindonesia.com’s Service Fees will be refunded to Buyer.

8.2 Buyer and Seller may have agreed to inspection of the products and should ensure that they have agreed to all the relevant terms, conditions and requirements concerning the inspection such as the inspection agency, methods, standards, fees and other details of the inspection.

8.3 If Buyer and Seller have agreed to inspection, Buyer will carry out the inspection as agreed. Unless otherwise agreed, the agreed inspection agency will be engaged by Buyer at Buyer’s cost and risks. If the inspection agency is engaged by Buyer, the inspection results issued by the inspection agency should bind Buyer and Buyer must not dispute such inspection results unless Buyer provides reasonable grounds with the substantiated supporting documents.

9. Shipping Documents

9.1 After Seller completes delivery of the products within the prescribed time limit, Seller shall provide the whole set of the agreed Shipping Documents in electronic copies to Buyer by email first. In the meantime, Seller shall also upload the Shipping Documents for payment release indicated in the Order in the Madeinindonesia.com Site. If Buyer and Seller have agreed that Seller must provide the originals of any Shipping Documents to Buyer, Seller must immediately send such originals to Buyer by commercial courier.

9.2 Buyer is not obliged to confirm to madeinindonesia.com to release the product sales amounts to Seller if the Shipping Documents are incomplete, have error or otherwise have defect which may affect Buyer’s title in the products. The Shipping Documents are considered as incomplete if the originals of any Shipping Documents are required to be provided to Buyer in the Order but Seller does not send such original Shipping Documents to Buyer.

10. Disposal of funds

10.1 All funds paid by Buyer into the madeinindonesia.com designated bank Account. Seller agrees that Buyer’s payment of funds to madeinindonesia.com designated bank Account constitutes final payment to Seller and Buyer’s payment obligation under the sourcing transactions is fully satisfied upon receipt of funds at the madeinindonesia.com designated bank Account.

10.2 Delay of delivery:

(a) If the delivery is delayed or the products are not delivered within the agreed delivery period due to default by Seller or Seller’s agent, Buyer shall have the right to cancel the Order. If the Order is cancelled, Madeinindonesia.com will refund the order amounts to Buyer.

(b) If the delivery is delayed or the products are not delivered within the agreed delivery period due to default by Buyer or Buyer’s agent, madeinindonesia.com shall have the right to release all or part of the produce sales amounts to Seller and receive the Service Fees, and to refund the remainder, if any to Buyer. However, if Buyer submits a dispute claim to Madeinindonesia.com by email within the prescribed time limit under these Rules claiming that the products do not satisfy the requirements of the Order, e.g., shortage in the products delivered, damage to the products, non-conformity of the product descriptions, etc, the Order will enter into the dispute procedures.

10.3 The product sales amounts held in the Madeinindonesia.com designated bank Account as under any Order will only be disposed in any of the following events as agreed between Seller and madeinindonesia.com:

(a) in case of the successful completion of the Order, all the product sales amounts will be remitted to Seller;

(b) in case of absence of the Buyer’s confirmation of receipt of goods within the time limit prescribed by Seller and as agreed by madeinindonesia.com, all the funds will be remitted to Seller;

(c) in case of the cancellation of the Order, the product sales amounts will be refunded to Buyer or remitted to Seller, in whole or in part as madeinindonesia.com determines in accordance with these Rules;

(c) in case of any settlement agreement reached by Buyer and Seller, the product sales amounts will be disposed in accordance with such settlement agreement;

(d) if madeinindonesia.com or our affiliates receives any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, the product sales amounts will be disposed in accordance with such order, ruling, award or judgment in accordance with these Rules.

10.4 When the product sales amounts under an Order should be disposed in accordance with clause 10.3, madeinindonesia.com’s Service Fees under the same Order should simultaneously become due and payable to madeinindonesia.com. MINDWallet will have the right to deduct and pay the Service Fees (if any) to madeinindonesia.com in such amount as instructed by madeinindonesia.com.

10.5 madeinindonesia.com shall have the right to deduct any financial charges incurred as a result of providing the transaction services and MINDWallet’s services respectively and the party receiving the funds will bear the costs of such financial charges.

10.6 In case of the refund payable to Buyer, Buyer shall provide madeinindonesia.com the details of Buyer’s correct and valid bank account for receipt of the amount.

10.7 For the purpose of the sourcing transactions, successful completion of a sourcing transaction means that (a) Seller has delivered the products to the agreed port of loading, and (b) Seller has provided all the Shipping Documents agreed with Buyer including those set forth in clause 5 of the Purchase Contract to the reasonable satisfaction of Buyer, (c) Seller has also uploaded all the Shipping Documents as set forth in clause 5 of the Purchase Contract in the madeinindonesia.com Site to the reasonable satisfaction of madeinindonesia.com. Buyers are therefore recommended to carry out inspection prior to shipment and examine the Shipping Documents carefully before you agree to confirm to release the order amounts to Seller.

10.8 madeinindonesia.com makes no warranty or representation that the funds will be released to Seller after Buyer’s receipt of the products at the destination. As long as madeinindonesia.com is satisfied that Seller has fulfilled clause 5 of the Purchase Contract, madeinindonesia.com shall not be obliged to withhold the funds from being released to Seller despite that the products may still be in transit or Buyer may have discovered that the products may not conform to the Purchase Contract after the products arrive at the destination.

10.9 All payments will be denominated in USD/IDR or any other currencies as supported by MINDWallet from time to time. Buyer and Seller shall bear the risks foreign exchange conversion if you pay or receive the funds in a different currency.

10.10 Buyer should note that the refund for an Order may be less than the original order amount due to the deduction of the financial charges and/or the foreign exchanges conversion.

11. Dispute Procedures

11.1 If any dispute arises between Buyer and Seller in connection with any Purchase Contract, the Sourcing Transaction Dispute Rules, and clause 16 of the Purchase Contract shall apply. madeinindonesia.com encourages both Buyer and Seller to settle your disputes through amicable negotiations.

11.2 As a general principle, the party making a claim is obliged to provide the supporting documents to prove its claim. Madeinindonesia.com may also request Buyer and Seller to provide various supporting documents as evidence. Buyer and Seller agree that madeinindonesia.com has the sole discretion to accept or reject any supporting document submitted.

11.3 Member undertakes and warrants that the evidence submitted by Member is true, complete and accurate.madeinindonesia.com will only conduct formality review of the evidence submitted and is not obliged to carry out any investigation as to the validity or authenticity of the evidence submitted.

11.4 Upon madeinindonesia.com’s notice to request for provision of supporting documents, each of Buyer and Supplier must submit the supporting documents to support and/or defend the claim as requested. If either Buyer or Supplier fails to provide all or part of the supporting documents within the prescribed period, madeinindonesia.com may proceed to make its decision based on the available documents.

11.5 If the terms of the relevant Purchase Contract are not sufficiently clear regarding any dispute, madeinindonesia.com should have the right to make a decision as it considers appropriate having regard to the commonly accepted practices. If the award

11.6 If the dispute is not resolved through amicable negotiation within the prescribed time period according to these Rules, you agree to submit the dispute to madeinindonesia.com for determination. If you are dissatisfied with madeinindonesia.com’s determination, you must apply to the Indonesian Arbitration Centre (“BANI”) for arbitration and notify madeinindonesia.com of such application within 20/30 calendar days after madeinindonesia.com’s determination. If each of Buyer and Seller in the dispute does not notify madeinindonesia.com of your application for arbitration within the above 20/30 calendar days, each of the Buyer and the Seller shall be deemed to have agreed that madeinindonesia.com’s determination shall be final and binding on you.

11.7 Buyer and Seller acknowledges and agrees that madeinindonesia.com is not a judicial or arbitration institution and handles and determines any dispute only as a ordinary non-professional person.

12.General Provisions

12.1 madeinindonesia.com may set forth additional rules for certain types of sourcing transactions. If there is any conflict with these Rules, those additional rules will govern only in relation to the relevant types of sourcing transactions.

12.2 Both Seller and Buyer should retain the original records in connection with any sourcing transaction for not less than two years.

12.3 The prevailing language of these Rules shall be English. In case of any conflict between the Indonesia language version and the English language version, the Indonesia language version shall prevail.

Time Limits for Sourcing Transactions

Applicable to sourcing transactions on the www.madeinindonesia.com website. Seller and Buyer should also pay attention to the timer in the Order Management in the Website.

Order Status	Time Limit	Consequences	Remarks
1.Confirmation of Order	Within 30 days from the date Buyer places the Order, Seller must confirm the Order or request Buyer to modify the Order. If Seller requests modification to the Order, Buyer will have 30 days to modify the Order. (Vice versa)	If Seller fails to confirm the Order within 30 days, the Order will be cancelled. If Buyer fails to modify the Order within30 days, the Order will be cancelled. (Vice versa)
2. Advance payment in full by Buyer	Within 20 days or the time period agreed by both parties from the confirmation of the Order, Buyer must pay the order amounts of the Order in full to Seller by making payments to the madeinindonesia designated bank Account. Buyer must pay in US dollar by T/T only and must include the Madeinindonesia.com Order ID or the P.O. ID in the T/T instructions.	If Buyer fails to pay the Order amounts in full within 20 days or the time period agreed by both parties, the Order will be cancelled	If the payment is not made in US dollar or any other currencies as supported by MINDWallet from time to time by T/T to the madeinindonesia.com designated bank Account or the payment instructions do not include the Madeinindonesia.com Order ID or P.O. ID, Buyer will not be considered as having made the payment to Seller and the funds will be returned to the payor.
3. Production of the products within Lead Time by Seller	Within the Lead Time specified in the Order, Seller must produce/ prepare the products ordered and confirm within the Madeinindonesia.com Site that the products are ready for shipment.	If the products are not delivered by the Shipping Date directly or indirectly due to the fact that Seller does not confirm that the products are produced and ready for inspection by Buyer within the Lead Time, Buyer will have the right to cancel the Order and request full refund.
4. Confirmation of products by Buyer	Within the time period agreed by both parties from Seller’s confirmation of completion of production, Buyer should arrange for inspection or other examination and must confirm that the products are in order and can be shipped to Buyer regardless whether Seller and Buyer have agreed to inspection of the products ordered in the Order. However, if Buyer and Seller have agreed to the inspection in the Order or otherwise, the inspection should be carried out as agreed.	Within the time period agreed by both parties, (a) if Buyer does not confirm that the products are in order and can be shipped, or (b) Buyer submits a complaint or dispute that there is problem(s) in the products, the dispute procedures start.
6. Shipment of products by Seller	Not later than the Shipping Date, Seller must complete the delivery at the loading port. Seller may delay the Shipping Date by 10 days with Buyer’s prior written consent. Seller must also: (a) Provides the electronic copies of the Shipping Documents to Buyer as agreed; (b) Upload the electronic copies of the Shipping Documents for payment releases required in the Order within the Madeinindonesia.com Site; (c) if Seller has agreed to provide the originals of any Shipping Documents, Seller must send such originals to Buyer by commercial courier and provide the courier track information to Buyer and Madeinindonesia.com.	(a) If Seller fails to confirm the completion of delivery by the Shipping Date (agreed extended period), the Order be terminated and Madeinindonesia.com will refund the full amounts held by madeinindonesia.com to Buyer (less any financial charges and Service Fees) as instructed by Madeinindonesia.com. (b) in case of FOB trading term, if Seller lodges a complaint to Madeinindonesia.com on the ground that Seller has not received sufficient shipping agency/forwarder details from Buyer, the dispute procedures start. (c) If Seller fails to provide all the Shipping Documents for payment release as required in the Order, the dispute procedures start.
7. Confirmation of release of funds by Buyer	Within 15 daysfrom Seller’s confirmation of the delivery of the products to the loading port, Buyer must confirm to Seller whether he/she has received the products .	(a) If Buyer confirms receipt of products within 15 days, Madeinindonesia.com will have the right to remit the funds to Seller (less the Service Fees and financial charges) subject to Madeinindonesia.com’s right to review the Shipping Documents to our satisfaction. (b) If Buyer does not provide the confirmation described in (a)within 15 days without claiming any problems in the Shipping Documents, Buyer will be deemed to have confirmed he/she has received the products and the funds will be remitted to Seller’s MINDWallet as instructed by Madeinindonesia.com. (c) Buyer has submitted a complaint claiming that the Shipping Documents are incomplete (including absence of any originals if Seller has agreed to provide the originals of any Shipping Documents), or have other defect that will affect Buyer’s title in the products, the dispute procedures start.