1Scope and acceptance
These Partner Terms and Conditions (the "Partner Terms") apply to manufacturers and industrial service providers admitted to the SupplyBoard partner network. They incorporate the General Terms and Conditions and the Privacy Policy. Work performed under a SupplyBoard order is also subject to the Terms and Conditions of Sale as they affect that order.
These Partner Terms apply when you are admitted as a Partner or when you accept a work order through SupplyBoard. They do not apply merely because your company appears in the public directory.
This document is a counsel-ready draft. Obligations are aligned to processes SupplyBoard can actually run. Unconditional audit, insurance-limit, and payment-calendar promises are not invented.
2Definitions
- Partner
- A manufacturer or industrial service provider admitted to fulfil work through SupplyBoard.
- Work order
- A request or instruction to perform identified manufacturing or related services, including the technical package referenced in it.
- Customer property
- CAD Files, materials, tooling, or other items belonging to a customer or to SupplyBoard that are entrusted to the Partner for the work.
3Partner eligibility and onboarding
Admission is discretionary. SupplyBoard may require legal identity, tax, banking, sanctions, capability, and contact information. Providing that information does not guarantee admission or work volume.
4Legal identity, ownership, tax, banking, and sanctions information
The Partner must keep identity, beneficial-ownership information reasonably needed for sanctions screening, tax, and banking details current and accurate. False information is grounds for suspension.
5Accurate capabilities, equipment, materials, certifications, and capacity
Claimed processes, materials, certifications, and capacity must be accurate. The Partner must not quote work it cannot perform as specified.
6Qualification, test parts, audits, and ongoing review
SupplyBoard may request test parts, samples, or information as part of onboarding or later review. Formal shop audits occur only if SupplyBoard has an operational audit process or a work order requires them. This draft does not create an audit right that operations cannot perform.
7Independent-contractor relationship
The Partner is an independent contractor. Nothing in these Partner Terms creates employment, partnership, joint venture, or franchise.
8No agency, employment, franchise, joint venture, or authority to bind SupplyBoard
The Partner has no authority to bind SupplyBoard, to issue warranties in SupplyBoard’s name, or to collect amounts as SupplyBoard unless a work order expressly says so.
9Non-exclusivity
The relationship is non-exclusive. SupplyBoard may use other Partners. The Partner may work for others, subject to confidentiality and any work-order conflict rules.
10Access to partner software and work opportunities
SupplyBoard may offer software tools and work opportunities. Volume is not guaranteed. Access may be role-based and logged.
11Work orders and acceptance
A work order is an offer to the Partner. The Partner should not start work until it accepts. Acceptance may be made in the partner tools or in writing. Silence is not acceptance.
12Technical review before acceptance
Before accepting, the Partner must review the package for manufacturability and missing data. If it cannot perform as specified, it must decline or request clarification instead of silently substituting.
13Clarification of incomplete or conflicting specifications
If CAD, drawings, notes, and order data conflict, the Partner must seek clarification before cutting metal or otherwise committing cost, except for trivial matters that do not affect fit, function, or stated requirements.
14No unauthorized substitutions or process changes
Material, process, or source changes that affect the accepted specification require prior written approval from the party identified on the work order.
15Subcontracting restrictions
The Partner must not subcontract core manufacturing of an accepted work order without approval stated in the work order or partner program rules. Permitted subprocessors remain the Partner’s responsibility.
16Personnel qualifications
The Partner must use personnel reasonably qualified for the work, including any certification the work order names.
17Quality-management obligations
The Partner must follow the quality practices stated in the work order. If none are stated, it must use ordinary commercial care for the named process. ISO or similar registration is required only if the work order or onboarding record requires it.
18Inspection, testing, traceability, and records
The Partner must inspect and record as the work order requires and keep those records for the period the work order or law requires. A default multi-year period is not invented here.
19Material certificates and regulatory records
Certificates are supplied only when the work order requires them. The Partner must not imply a certification it does not hold.
20Customer and SupplyBoard property
Customer property and SupplyBoard property must be identified, cared for, and used only for the work. Loss beyond reasonable care is the Partner’s responsibility.
21Tooling, fixtures, gauges, models, and customer-supplied materials
Dedicated tooling and customer-supplied material are handled as the work order states. The Partner does not acquire design IP by making a fixture.
22Packaging, labelling, shipping, and delivery
The Partner must pack, label, and ship as the work order states. Title and risk follow the shipping terms on that order, not a default Incoterm invented here.
23Delays and duty to notify
The Partner must notify SupplyBoard promptly when it knows a confirmed date is at risk, with a realistic recovery plan. Notice does not by itself excuse the delay.
24Nonconforming work
If work does not meet the accepted work order, the Partner must not knowingly ship it without disclosure and approval. Containment and disposition follow Section 25.
25Stop-work, containment, root-cause analysis, rework, replacement, and corrective action
SupplyBoard or the identified customer may require stop-work or containment for suspected nonconformity. The Partner must cooperate with root-cause review, rework, replacement, or other corrective action stated in the work order or reasonably required to make the work conform. Formal 8D programs apply only if that process is part of onboarding or the work order.
26Product recall and safety cooperation
The Partner must cooperate with safety investigations and recalls related to its work, including traceability data it reasonably holds. This is a cooperation duty, not a promise that SupplyBoard operates a full recall program for every industry.
27Partner compensation
Compensation is as stated on the accepted work order, partner dashboard, or a separate commercial schedule. This draft does not invent piece prices or a payment calendar.
28Taxes, invoices, payment schedule, fees, deductions, chargebacks, and set-off
Invoices, taxes, Platform fees, chargebacks for nonconforming work, and set-off will be as disclosed in the commercial schedule or work order. If no schedule exists, SupplyBoard will not deduct undocumented amounts other than amounts the Partner agrees are owed or that a finally determined claim establishes. Specific net-day terms remain open.
29Customer contact and communications
Unless a work order allows direct customer contact, the Partner should communicate through SupplyBoard tools so that specifications and changes remain in the record.
30Non-solicitation or non-circumvention
This draft does not impose a general non-solicitation or non-circumvention covenant. Any such rule must be separately approved, reasonably limited, and presented before the Partner accepts it.
31Confidentiality
The Partner must keep customer and SupplyBoard confidential information secure and use it only for the work. The General Terms confidentiality rules apply.
32CAD files, drawings, and restricted use of customer information
CAD Files are licensed only to perform the work order, quality records, and legal duties. The Partner must not use identifiable customer CAD to train models or to quote unrelated work.
33Cybersecurity and confidentiality incidents
The Partner must notify SupplyBoard promptly after becoming aware of unauthorized access to customer files or personal information it holds for the work, and must cooperate with investigation. Statutory notice clocks remain a matter of law.
34Data retention and secure deletion
When the work and required quality retention end, the Partner must delete or return customer files on request, except copies it must keep by law. Immediate deletion of all backups is not promised if backup cycles still hold data.
35Intellectual-property ownership
Customer designs remain the customer’s. SupplyBoard materials remain SupplyBoard’s. The Partner does not acquire customer IP by manufacturing.
36Partner-created manufacturing know-how
Generic process know-how the Partner develops remains the Partner’s, provided it does not include the customer’s design or confidential features.
37Representations and warranties
The Partner represents that it is duly organized, authorized to perform the work, not a sanctioned party, and that work will conform to the accepted work order in all material respects.
38Compliance with laws
The Partner must comply with laws applicable to its facility and the work, including tax, employment, safety, environmental, and export laws.
39Anti-bribery and ethical conduct
The Partner must not offer or accept bribes, kickbacks, or other corrupt payments in connection with SupplyBoard work.
40Employment, human rights, workplace safety, and environmental compliance
The Partner must not use forced or child labour and must maintain a workplace that meets applicable safety and environmental law. SupplyBoard may suspend a Partner if it reasonably believes these rules are being broken.
41Export controls, sanctions, controlled goods, and restricted technical data
The Partner must not perform work that would violate sanctions or export rules and must tell SupplyBoard if a package appears to involve controlled goods or restricted technical data. Screening by SupplyBoard does not transfer the Partner’s own legal duties.
42Insurance
The Partner must maintain insurance appropriate to its work. Types and policy limits are required only if stated in onboarding materials or a work order. This draft does not invent dollar limits.
43Audit and inspection rights
Where SupplyBoard has an operational audit process or a work order requires inspection, the Partner will allow reasonable access on notice, during business hours, limited to records and areas relevant to the work, and without compromising unrelated customers’ confidentiality.
44Indemnification
The Partner will indemnify SupplyBoard against third-party claims arising from the Partner’s nonconforming work, IP infringement in the Partner’s process (not the customer’s design), workplace injury at the Partner’s facility, or the Partner’s violation of law, except to the extent caused by SupplyBoard’s intentional or gross fault or by a defective customer design that the Partner could not reasonably have detected.
45Partner-specific liability allocation
The Partner is responsible for its manufacturing performance under accepted work orders. SupplyBoard’s Platform-level liability remains as in the General Terms, including mandatory Québec carve-outs. No numeric mutual cap is stated in this draft.
46Suspension and termination
SupplyBoard may suspend or end Partner status for breach, failed screening, quality escape, or inactivity. The Partner may stop accepting new work orders. Ending the program does not cancel already accepted work unless the parties agree or compliance requires it.
47Obligations applying to accepted work after termination
Accepted work orders remain to be completed or lawfully wound down. Confidentiality, return of property, and invoice reconciliation continue.
48Survival
Confidentiality, IP, inspection records, indemnity, liability, and compliance clauses survive termination.
49Contact
Questions about these Partner Terms: SupplyBoard, info@supplyboard.io. Related documents: General Terms and Conditions, Terms and Conditions of Sale, RFQ Terms and Conditions, Privacy Policy.