1Scope
These Terms and Conditions of Sale (the "Sale Terms") apply when a customer purchases manufactured parts, manufacturing services, subscriptions, advertising, or another paid SupplyBoard offering. They incorporate the General Terms and Conditions and the Privacy Policy.
Part A applies to all purchases. Part B applies to custom manufacturing orders. Part C applies to subscriptions, advertising, and other paid Platform services.
This document is a counsel-ready draft. It does not invent claim periods, warranty periods, Incoterms, interest rates, or liability amounts. Those commercial numbers remain open.
2Identification of the seller and SupplyBoard’s transaction role
The seller, the party that charges the customer, and the party that issues invoices and tax receipts will be identified on the quote, checkout record, or order confirmation. This draft does not select whether SupplyBoard is principal seller, disclosed agent, or marketplace facilitator for instant-quote orders.
If those records identify a manufacturing Partner as seller, the customer’s supply contract is with that Partner except for Platform fees that SupplyBoard itself charges. If they identify SupplyBoard as seller, Part B applies to SupplyBoard as seller. Until the record exists, no sale is described as formed.
3Quotes and quote validity
A quote is a statement of proposed price, process, lead time, or other commercial terms. It is not an order. A quote is valid only for the period stated on the quote. If no period is stated, it is an invitation to submit an order and may be withdrawn until acceptance.
4Automated quotes, manual review, and quote corrections
An automated quote may be based on uploaded geometry and selected options. It is not binding merely because it is displayed. SupplyBoard or a reviewing Partner may correct a quote that contains a manifest error, that cannot be manufactured as configured, or that is missing required specifications.
If geometry cannot be manufactured as configured, SupplyBoard may decline the configuration, request clarification, or provide a revised quote. A pricing-error clause will not be used to override mandatory consumer protections if consumers are later allowed to order.
5Contract formation and order acceptance
The following are distinct steps:
- Quote — a non-binding or time-limited proposal as described in Section 3.
- Order submission — the customer asks to buy the quoted or configured work.
- Payment authorization — a payment method may be authorized. Authorization is not acceptance.
- Order acceptance — the identified seller accepts the order.
- Order confirmation — the record of the accepted order.
A manufacturing contract is formed only on order acceptance, evidenced by an order confirmation or another acceptance record. Instant quotes are not binding upon display.
6Payment authorization versus order acceptance
Payment may be authorized before an order is accepted. If the order is not accepted, an authorization will be released or a charge reversed according to the payment processor’s process and applicable law. Whether funds are captured before acceptance is an open operational decision and is not stated as a fixed rule here.
7Purchase orders and conflicting customer terms
A customer purchase order may be used as a commercial reference. Its boilerplate terms do not modify the Agreement unless SupplyBoard or the identified seller expressly accepts them in writing. See the order of precedence in the General Terms.
8Prices, currency, taxes, duties, and payment
Prices, currency, and included or excluded taxes and duties will be shown before payment or on the quote. Mandatory charges will not be added after that disclosure except for a change the customer requests or a cost that law requires to be collected and that could not reasonably be known earlier. The charging entity is the entity named on the transaction record.
9Credit terms and late payments
This draft does not offer credit terms or state a late-payment interest rate. If credit is later offered, the rate, grace period, and invoices will be disclosed in the credit offer or order confirmation. Until then, payment is due as stated at checkout.
10Changes, cancellations, and termination costs
Custom-manufactured goods are not ordinary returnable inventory. A customer may request a change or cancellation. Costs already incurred, including material, programming, setup, and Partner commitments, may be charged as stated on the quote or order confirmation. Mandatory legal rights, including any rights that cannot be waived, are preserved.
11Technical specifications and document precedence
The accepted order must capture threads, tolerances, surface finish, heat treatment, coatings, inserts, inspection, material grade, quantity, and certification requirements when they matter to the part. A material name or general industry description is not a regulatory certification.
12Conflicts between CAD models, drawings, selections, notes, and order data
If the 3D model, 2D drawing, configurator selections, notes, and order data conflict, the parties must clarify before manufacture. This draft does not state that the 2D drawing or the 3D model always controls. That hierarchy is an open engineering and counsel decision.
13Customer responsibility for design and intended use
The customer is responsible for design adequacy, fitness for the intended use, regulatory compliance of the end product, final assembly, end-use safety, and product testing, unless an accepted order expressly assigns a named design or testing duty to the seller.
14DFM feedback and manufacturing recommendations
DFM comments are decision-support. They do not make SupplyBoard or a Partner the designer of record. Implementing a suggestion remains the customer’s design decision unless the order says otherwise.
15Use of manufacturing partners and subcontractors
Work may be performed by a Partner. The Partner Terms govern the Partner. They do not automatically make the Partner the customer’s contracting seller. That depends on the order confirmation and ROLE decisions still open in the decision register.
16Materials and permitted substitutions
Material must match the accepted order. Substitutions are not allowed unless the order allows them or the customer agrees in writing. A catalogue equivalent is not a substitution right by itself.
17Customer-supplied materials
If the customer supplies material, the customer is responsible for quality, title, and timely delivery. Risk in customer-supplied material remains with the customer except for loss caused by the seller’s failure to use reasonable care after receipt.
18Tooling, fixtures, jigs, dies, molds, and manufacturing aids
Ownership of tooling created for an order will be stated on the order. If the order is silent, process know-how remains with the manufacturer; customer-paid dedicated tooling is held for that customer’s work and is not sold to others as a design copy. Specific tooling-ownership rules are pending commercial confirmation.
19Manufacturing tolerances and quality requirements
Unless the accepted order states otherwise, ordinary commercial manufacturing practice for the named process applies. Tight tolerances, inspection plans, and certifications apply only if captured in the accepted order.
20Inspection and acceptance
The customer should inspect parts on receipt. A numeric inspection period is not stated in this draft. The claim procedure in Section 21 applies once a period is approved by counsel and published on the order or in an updated version of these Sale Terms.
21Nonconforming parts and claim procedure
If parts appear not to match the accepted order, the customer should notify the seller identified on the order confirmation, with photos, measurements, and the order number. SupplyBoard may help transmit records if it hosted the order. A claim period in days is not invented here.
22Limited warranty and exclusive remedies
The seller identified on the order warrants that custom parts will, at delivery, conform to the accepted order in all material respects. This draft does not call remedies exclusive unless counsel approves that language. Mandatory legal warranties that cannot be waived remain.
23Rework, replacement, refund, and return authorization
Possible remedies include rework, replacement, refund of the price paid for the nonconforming portion, or another remedy stated on the order. Custom parts generally require a return authorization. They are not ordinary retail inventory. Mandatory rights are preserved.
24Delivery dates and expedited services
Dates are estimates unless the accepted order states a firm date. Expedited service applies only if purchased and confirmed. Delay caused by incomplete specifications, customer-supplied material, or force majeure is addressed in Section 32.
25Packaging, shipping, title, and risk of loss
Packaging, carrier, Incoterm, title transfer, and risk-of-loss point will be stated on the accepted order. This draft does not invent an Incoterm or a default FOB point.
26Customs, import/export responsibility, and country of origin
Unless the order says otherwise, the party named as importer on the shipping documents is responsible for import clearance and duties. Country of origin, if required, will be stated in order or shipping records when known. Export legality remains the customer’s and seller’s shared compliance duty under the General Terms.
27Certifications, inspection reports, material certificates, and traceability
Certificates, inspection reports, and traceability apply only if the accepted order requires them. A material name is not a mill certificate.
28Regulated and safety-critical applications
The Platform and these Sale Terms do not authorize weapons, weapon components, classified work, controlled goods, nuclear, medical-device, aerospace, or other high-risk applications unless SupplyBoard has expressly approved the required compliance route in writing. The customer must not conceal an end use of that kind.
29Intellectual property and licence to manufacture
The customer grants the identified seller and its authorized Partner a limited licence to use CAD Files and specifications to manufacture the accepted order and to keep quality records. The licence ends when those purposes end, subject to legal retention. It is not a licence to reuse the design for other customers.
30Confidentiality and technical data
Technical data exchanged for an order is confidential on the terms of the General Terms. It may be shared with a Partner who needs it to perform the order and who is bound to restricted use.
31Export controls, sanctions, controlled goods, and restricted end uses
The export, sanctions, and controlled-goods rules in the General Terms apply to every sale. SupplyBoard may refuse or stop an order for compliance reasons. Accepting these Sale Terms is not a substitute for screening.
32Force majeure and supply shortages
A party is not liable for delay or failure caused by events beyond its reasonable control, including natural events, labour disputes, supply shortages, transport interruption, cyber incidents, or government action, if it gives prompt notice and uses reasonable efforts to resume. This does not excuse payment for goods already delivered.
33Subscription terms
If a subscription is offered, the checkout will state the term, price, what is included, and whether it renews. This draft does not impose automatic renewal. If renewal is later used, it must be clearly disclosed before purchase and must comply with applicable Canadian marketing and consumer rules.
34Advertising-order terms
Advertising and sponsored placements are paid Platform services. They must stay labelled “Sponsored.” SupplyBoard does not guarantee impressions, rank, leads, or sales. Creative and claims must be accurate and lawful. SupplyBoard may reject or pause ads that appear unlawful or misleading.
35Sale-specific indemnity
The customer will indemnify the identified seller and SupplyBoard against claims arising from the customer’s design, specified end use, IP in the design, or unlawful instructions, except to the extent caused by the indemnified party’s intentional or gross fault or by manufacture that fails to follow the accepted order.
36Sale-specific limitations of liability
Mandatory Québec carve-outs in the General Terms apply to sales, including death, bodily injury, moral injury, and intentional or gross fault. No numeric cap is stated in this draft. Any cap must be counsel-approved and must not contradict mandatory law.
37Termination and survival
Accepted orders survive termination of Platform access to the extent work is already accepted, except where law or compliance requires stopping the work. Confidentiality, IP, payment, and liability terms survive.
38Relationship to the General Terms
These Sale Terms are service-specific terms under the General Terms and Conditions. For RFQ-originated work that is not a SupplyBoard-accepted order, see also the RFQ Terms and Conditions. For Partners performing work, see the Partner Terms and Conditions. Contact: info@supplyboard.io.