1Scope and incorporation of the General Terms
These RFQ Terms and Conditions (the "RFQ Terms") apply to buyers who submit RFQs and to suppliers who receive or respond to RFQs on the Platform. They incorporate the General Terms and Conditions and the Privacy Policy.
This document is a counsel-ready draft and is not in force until an approved effective date is published.
2Definitions
- RFQ
- A request for quote created on the Platform, including files and commercial notes submitted with it.
- Invitation to quote
- The act of making an RFQ available to one or more suppliers. It is not a purchase order.
- Supplier quote
- A supplier’s response stating price, lead time, exceptions, or other commercial terms.
- Award selection
- A buyer’s indication that it intends to proceed with a supplier. It is not, by itself, a purchase order.
- Purchase order
- A buyer document offering to buy on stated terms. It binds a supplier only if that supplier accepts it, except as the law otherwise provides.
- SupplyBoard order
- An order placed through a SupplyBoard checkout or order record, governed by the Sale Terms if accepted.
- Direct buyer–supplier contract
- A contract formed between buyer and supplier outside SupplyBoard’s sale checkout, even if they met through an RFQ.
3Nature of the RFQ service
The RFQ service helps buyers describe work and invite suppliers to quote. It is an invitation-to-treat workflow, not a standing offer to buy or sell.
4SupplyBoard’s exact role
For a typical RFQ, SupplyBoard is an intermediary that hosts the request, matching, messaging, and file exchange. SupplyBoard is not uninvolved if it collects payment, sets commercial terms, selects a manufacturing Partner, issues the order, or manages delivery. Those platform-mediated transactions are identified on the transaction record and are then governed by the Sale Terms as well.
This draft does not pretend SupplyBoard is a mere bulletin board where it actually charges the customer or issues the manufacturing order.
5Creating and submitting an RFQ
A buyer must have authority to submit the RFQ and the files attached to it. Submitting an RFQ is not a purchase order and does not require any supplier to respond.
6Required technical and commercial information
Buyers should include enough information to quote: process, material, quantity, delivery location, required certifications, and files. Missing information may produce no responses or non-comparable quotes. SupplyBoard does not guarantee completeness of an RFQ package.
8Distribution of RFQs to matched suppliers
SupplyBoard may present an RFQ to suppliers based on claimed capabilities, location, and other matching data. Matching is not a representation that a supplier is qualified for the work.
9Supplier access to confidential RFQ information
Suppliers may use RFQ information only to evaluate and respond to that RFQ, to perform work if awarded through an accepted contract, or as the law requires. They must not use it to copy a product for a third party or to train models on identifiable customer files.
10Questions, clarifications, and revisions
Buyers and suppliers may exchange clarifying questions through Platform tools where offered. A revision to an RFQ should be made in the RFQ record so that later quotes can be compared. Informal email outside the Platform is not a Platform record unless copied in.
11Supplier responses and quotes
A supplier quote should state price, currency, validity, exceptions, and lead time as clearly as the supplier can. SupplyBoard does not warrant that any quote is complete or that the supplier can perform.
12RFQs as invitations to quote, not purchase orders
An RFQ is an invitation to quote. It is not a purchase order and not a SupplyBoard order.
13When a supplier quote becomes binding
A supplier quote becomes binding only according to its stated conditions and applicable law, typically when the buyer accepts it within its validity period or when both parties later conclude a purchase order or SupplyBoard order. Display on the Platform does not by itself make a quote irrevocable unless the quote says so and the law gives that effect.
14Quote expiration and withdrawal
A supplier may withdraw a quote until it is accepted, unless the quote states it is firm for a period and the law treats that as binding. Expired quotes may remain visible as history only.
15Awarding an RFQ
A buyer’s award selection is an indication of intent. It does not by itself create a purchase order or a SupplyBoard order. The buyer still needs to conclude a contract by the method the parties use: direct PO, direct contract, or Platform checkout.
16Direct buyer–supplier transactions
If the buyer and supplier contract directly, they are responsible for their own commercial, quality, tax, and delivery terms. SupplyBoard is not a party unless a transaction record says otherwise. The Platform may still store files and messages related to the RFQ.
17Platform-mediated transactions
If payment, Partner selection, order issuance, or delivery is handled through SupplyBoard, the transaction is platform-mediated. The Sale Terms then apply in addition to these RFQ Terms, and the order confirmation identifies the seller and charging party.
18Applicable sale terms for each transaction model
| Model | Contracting parties | Commercial terms |
|---|---|---|
| Direct after RFQ | Buyer and supplier | Their PO or contract; RFQ Terms still govern Platform use |
| Platform-mediated / SupplyBoard order | As stated on the order confirmation | Terms and Conditions of Sale |
19Pricing, taxes, fees, currency, and payment
Supplier quotes should state currency and whether taxes are included. Platform fees, if any, will be disclosed before a buyer pays SupplyBoard. This draft does not invent a fee schedule.
20No guarantee of responses, awards, pricing, capacity, quality, or completion
SupplyBoard does not guarantee that an RFQ will receive responses, that any supplier will accept work, that a quote is accurate, that a buyer will award, or that awarded work will be completed to any quality or date, except to the extent an accepted SupplyBoard order independently promises those things.
21Buyer and supplier due diligence
Each party must evaluate the other, including capabilities, certifications, export status, and commercial reliability. Directory data is not due diligence.
22Confidentiality and optional NDAs
RFQ information is confidential under the General Terms. An optional NDA between buyer and supplier is recommended for sensitive work. The Platform is not itself that NDA.
23CAD files, drawings, specifications, and limited-use licences
The limited CAD licence in the General Terms applies. Suppliers receive a narrower right: use files only for quoting and, if contracted, manufacturing that RFQ. No model-training right is included.
24Intellectual-property ownership
Buyers keep ownership of their designs. Suppliers keep ownership of their quoting methods and background know-how. Award of an RFQ does not transfer design IP unless a separate writing says so.
25Prohibited RFQs and restricted products
RFQs for unlawful items, counterfeit parts, weapons, classified data, or other restricted categories in the General Terms are prohibited unless an approved compliance route exists. SupplyBoard may remove them.
26Export controls, sanctions, controlled goods, and technical data
Buyers must not submit, and suppliers must not request, controlled technical data in violation of law. SupplyBoard may pause distribution for screening. Accepting these RFQ Terms does not complete that screening.
27Communications and Platform records
Messages, quotes, and files in the RFQ tools may be stored as business records. They may be used for support, dispute context, fraud prevention, and legal compliance. Retention periods are not stated as a number of months in this draft.
28Off-platform transactions and non-circumvention
This draft does not impose a general non-circumvention or off-platform ban. If SupplyBoard later adopts a specific, approved program rule, it will be presented before the relevant action. Parties remain free to contract directly as described in Section 16 unless a disclosed program term says otherwise.
29Disputes between buyers and suppliers
Disputes under a direct buyer–supplier contract are between those parties. SupplyBoard may, but need not, share Platform records. Disputes under a SupplyBoard order follow the Sale Terms and General Terms.
30Suspension and removal
SupplyBoard may suspend RFQ access, remove an RFQ, or limit a supplier’s ability to receive RFQs for breach, abuse, legal risk, or operational reasons.
31RFQ-specific liability allocation
SupplyBoard is not liable for a supplier’s quote, a buyer’s award decision, or performance under a direct contract. Mandatory Québec liability carve-outs in the General Terms still apply. Numeric caps are not stated here.
32Contact
Questions about these RFQ Terms: SupplyBoard, info@supplyboard.io. Related documents: General Terms and Conditions, Terms and Conditions of Sale, Privacy Policy.