Supplier Terms and Conditions

By registering as a Supplier, you represent and warrant that you: (a) operate a legitimate business capable of providing the manufacturing services and deliverables you offer; (b) have and will maintain all licenses, permits, and approvals required to operate your business; and (c) are authorized to bind the entity you represent to these Supplier Terms.

You agree to comply, at your sole cost and expense, with all applicable laws, regulations, and industry standards in connection with your use of the Service and performance of work for Customers, including without limitation those relating to health and safety, labor, environmental protection, export controls, sanctions, and international trade and business.

You will not use counterfeit, misrepresented, or illegally sourced materials or components. Any certifications or documentation you provide (e.g., material certificates, certificates of conformance) must be truthful, accurate, and complete.

You acknowledge that you are an independent contractor and not an employee, agent, joint venturer, or partner of OpenSpindle. Nothing in these Supplier Terms or your use of the Service creates any employment, agency, or joint venture relationship between you and OpenSpindle.

For each accepted project, you will manufacture and supply parts and/or services that conform in all material respects to the Customer's approved drawings, CAD models, specifications, and any additional requirements in the accepted quote ("Specifications"), and that are free from defects in material and workmanship at the time of shipment.

Unless otherwise expressly agreed with the Customer, you will perform reasonable inspection and quality checks (including at least basic dimensional and visual inspection) prior to shipment to verify that parts materially conform to the Specifications.

You will use commercially reasonable efforts to manufacture and ship parts or complete services by the ship date or completion date specified in the accepted quote. You acknowledge that on‑time performance is an important factor in OpenSpindle's Supplier evaluation and may affect your visibility and eligibility for future RFQs.

You will promptly notify the Customer and OpenSpindle through the Service if you become aware of any circumstances that may cause delay, non‑conformance, or inability to perform according to the accepted quote, and you will cooperate in good faith to mitigate negative impact on the Customer.

You may use subcontractors or other third parties to perform portions of the work, but you remain fully responsible for their acts and omissions and for ensuring that they comply with these Supplier Terms and any applicable policies. You will not disclose Customer Specifications to any subcontractor except as necessary to perform the applicable work and subject to confidentiality obligations at least as protective as those set out in these Supplier Terms.

You agree to submit quotes that reflect a good‑faith estimate of your actual costs and margins for the described work, taking into account the Specifications, quantities, lead times, and other known requirements. You will not intentionally under‑quote or misprice work in order to obtain a project with the intention of renegotiating price off‑platform or otherwise circumventing the Service.

For any project sourced through the Service, you may not solicit or accept payment from the Customer outside of the Service, nor propose higher prices or additional charges off‑platform for substantially the same scope of work that was quoted or awarded through the Service, except to the extent you and the Customer agree to a scope change and process such change through the Service.

You acknowledge that OpenSpindle invests in developing and maintaining the marketplace and relationships with Customers. You agree not to circumvent the Service by steering Customers you first encounter through the Service to transact substantially similar work off‑platform in order to avoid fees or other terms of the Service. Any such conduct is a material breach of these Supplier Terms and the Terms of Service and may result in suspension or termination of your account and other remedies.

All material pre‑sale and project‑related communications with Customers about projects sourced through the Service (including RFQs, quotes, clarifications, issues, and changes) must take place via the messaging or communication tools provided within the Service, except where off‑platform coordination is reasonably necessary for logistics or on‑site work and is consistent with the Terms of Service.

You agree to uphold a professional communication standard, including at minimum: (a) responding to new RFQs you choose to engage with, or declining them, within twenty‑four (24) hours where reasonably practicable; and (b) responding to Customer messages regarding active projects within a commercially reasonable time, typically within one (1) business day.

For accepted projects, you will provide reasonable progress updates through the Service when requested by the Customer or OpenSpindle, which may include brief status messages and, where appropriate, photos or other evidence of work‑in‑process, especially for longer‑lead or higher‑value projects.

You agree to treat all Customers, OpenSpindle personnel, and other users with respect and professionalism in all interactions, and to refrain from harassment, abusive language, or discriminatory conduct. OpenSpindle may consider customer feedback regarding your communication and behavior in evaluating your account status and access to RFQs.

Customers may submit requests for quotes ("RFQs") through the Service. You may review RFQs and, at your discretion, submit quotes setting out your proposed prices, lead times, payment terms, cancellation terms, and other conditions (each, a "Supplier Quote"), or decline to quote. You are solely responsible for ensuring that each Supplier Quote accurately reflects your intended commercial and technical terms.

When a Customer accepts a Supplier Quote through the Service (or otherwise confirms its acceptance within the Service), a binding agreement is formed directly between you and the Customer for the relevant project (a "Project Agreement") on the terms of the accepted Supplier Quote and any additional terms agreed through the Service. OpenSpindle is not a party to any Project Agreement.

Any changes to the Specifications, quantities, delivery dates, or other material terms of a Project Agreement should be agreed in writing through the Service, including any resulting price or schedule adjustments. You agree not to implement material changes to the work without such agreement, and not to seek off‑platform changes in price or scope for work awarded through the Service.

You are not obligated to submit a quote on any particular RFQ; however, OpenSpindle may track your RFQ response behavior, including the proportion of RFQs you decline or ignore relative to those you quote. If your RFQ decline or non‑response rate exceeds thresholds communicated by OpenSpindle from time to time, OpenSpindle may, in its discretion, limit your access to RFQs, reduce your visibility, or suspend or remove your Supplier profile from the Service.

OpenSpindle currently charges Suppliers a transaction fee equal to fifteen percent (15%) of the amounts payable by Customers for projects sourced through the Service, which will be deducted from Supplier Payouts ("Transaction Fee"). OpenSpindle reserves the right to change the Transaction Fee, introduce additional fees (including subscription or access fees), or modify its fee structure at any time, with such changes applying prospectively from the effective date specified in the applicable notice.

For projects where Customer payments are processed through the Service, OpenSpindle (or its payment processors) will collect payments from Customers on your behalf and remit to you the applicable amounts owed under the relevant Project Agreements, net of any Transaction Fees, other Supplier Fees, taxes withheld, chargebacks, refunds, or other authorized adjustments ("Supplier Payouts").

When you submit a Supplier Quote, you may propose payment terms (for example, deposit amounts, milestone payments, or payment at completion). Notwithstanding any such proposed terms, OpenSpindle reserves the right to determine, in its discretion, whether a particular project will be structured as: (a) deposit plus balance at completion; or (b) full payment at or after project completion, in each case with Supplier Payouts to you following a net‑30 day payout schedule from the applicable triggering event (such as confirmed shipment or completion), subject to any hold or review period communicated in the Service. OpenSpindle will disclose within the Service how payments will flow for projects you accept, including any deposit amounts and expected payout timing.

OpenSpindle may delay, withhold, or adjust Supplier Payouts if: (a) Customer payment has not been successfully received or is subject to chargeback, reversal, or fraud review; (b) there is an active or reasonably anticipated dispute relating to the relevant project; (c) OpenSpindle suspects fraud, abuse, or violation of these Supplier Terms or the Terms of Service; or (d) required tax or identity verification information has not been provided.

If a Customer's payment is reversed, charged back, or refunded in whole or in part after a Supplier Payout has been made to you, OpenSpindle may, to the extent permitted by law and applicable card network rules, offset such amounts (including any associated fees or penalties) against future Supplier Payouts to you or invoice you for the difference, which you agree to pay within the time specified. OpenSpindle will provide reasonable information regarding such adjustments upon request.

You are solely responsible for all costs and expenses associated with any projects you undertake, including without limitation materials, tooling, programming, fixtures, labor, subcontractors, packaging, and shipping, unless otherwise expressly agreed with the Customer in the applicable Project Agreement.

You are solely responsible for determining and fulfilling any tax obligations associated with your use of the Service and your Project Agreements with Customers, including registration, collection, reporting, and remittance of any sales, use, value‑added, or similar taxes. OpenSpindle may withhold taxes from Supplier Payouts where required by law and will provide you with reasonable documentation regarding such withholding where applicable.

You are responsible for providing and maintaining accurate and complete payout information for your Supplier account, including bank account details and other information required by OpenSpindle or its payment processors. OpenSpindle will rely on the payout information you provide and is not responsible for verifying the ownership or correctness of your designated payout accounts. If you provide incorrect or incomplete payout information and funds are sent to the wrong account, OpenSpindle will use commercially reasonable efforts to assist in recovering such funds but cannot guarantee recovery; you will bear any loss resulting from your failure to provide accurate payout information.

OpenSpindle may update its Supplier fee structure, payout schedules, and related payment policies from time to time. Any material changes will be communicated to you through the Service or by other reasonable means and will apply only to projects accepted after the effective date of such changes, unless otherwise expressly stated in the notice.

In the course of using the Service, you may receive access to Customer information, including RFQs, drawings, CAD models, specifications, pricing, business plans, or other non‑public information ("Customer Confidential Information"). You agree to: (a) use Customer Confidential Information solely for the purpose of evaluating RFQs, preparing Supplier Quotes, and performing Project Agreements through the Service; and (b) not disclose Customer Confidential Information to any third party except to subcontractors on a need‑to‑know basis under obligations of confidentiality at least as protective as those in these Supplier Terms.

You will protect Customer Confidential Information and any non‑public information of OpenSpindle using at least a reasonable degree of care, and in no event less care than you use to protect your own similar information. You will promptly notify OpenSpindle if you become aware of any unauthorized use or disclosure of Customer Confidential Information.

Upon completion or termination of a project, or upon a Customer's reasonable request, you will promptly delete or return Customer Confidential Information in your possession, except to the limited extent you are required by law to retain certain records (e.g., tax, accounting, or quality records). Any retained information will remain subject to these confidentiality obligations for so long as it is retained.

OpenSpindle may track and evaluate your performance on the Service using metrics such as quote responsiveness, RFQ decline and non‑response rates, quote win rate, on‑time delivery percentage, quality/non‑conformance rates, dispute rates, Customer feedback, and communication responsiveness. OpenSpindle may use these metrics to determine your eligibility for certain RFQs, visibility in search or recommendation features, and overall account status, and may limit or revoke your access to RFQs or the Service if your performance falls below acceptable thresholds.

Customers may submit reviews, ratings, and feedback about your performance. While OpenSpindle does not endorse any particular review, you acknowledge that such feedback may be displayed to other users and used by OpenSpindle in managing the marketplace. You may respond to reviews in a professional manner through the Service, but you agree not to attempt to intimidate, coerce, or improperly influence Customers regarding reviews.

In addition to the termination rights in the Terms of Service, OpenSpindle may suspend or terminate your Supplier account, limit your access to RFQs, or remove your listings if, in its reasonable judgment: (a) your performance consistently falls below acceptable thresholds; (b) you engage in repeated late deliveries, non‑conformances, or poor communication; (c) you violate these Supplier Terms, the Terms of Service, or any applicable policies; or (d) your continued participation creates risk or potential legal exposure for OpenSpindle or other users.

Suspension or termination of your Supplier account will not, by itself, cancel any existing Project Agreements; however, OpenSpindle may, where appropriate and consistent with applicable law and the Terms of Service, facilitate reassignment or cancellation of affected projects if you are unable or unwilling to complete them in accordance with the applicable Supplier Quotes and Customer expectations.

The OpenSpindle Terms of Service are incorporated into these Supplier Terms by reference. For clarity, all disclaimers of warranties, limitations of liability, indemnification obligations, and dispute resolution provisions in the Terms of Service apply equally to your activities as a Supplier.

In the event of any conflict between these Supplier Terms and the Terms of Service with respect to your rights and obligations as a Supplier, these Supplier Terms will control. In the event of any conflict between a Project Agreement and these Supplier Terms or the Terms of Service, the Project Agreement will govern the relationship between you and the applicable Customer, but will not modify your obligations to OpenSpindle unless expressly agreed in writing by OpenSpindle.

These Supplier Terms are governed by the same governing law and subject to the same dispute resolution and arbitration provisions as set out in the Terms of Service, including the agreement to binding individual arbitration and class‑action waiver, which are incorporated here by reference.

OpenSpindle may revise these Supplier Terms from time to time. If we make material changes, we will provide notice by updating the "Last Updated" date above and, where appropriate, by providing additional notice (such as by email or through the Service). Your continued use of the Service as a Supplier after the revised Supplier Terms become effective will constitute your acceptance of the revised Supplier Terms.

If any provision of these Supplier Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. No waiver of any term or condition of these Supplier Terms will be deemed a further or continuing waiver of such term or any other term.

If you have any questions about these Supplier Terms, you may contact OpenSpindle at: