Supplemental Terms & Conditions for Inspection Service Providers
This supplement was last updated on November 16, 2023
In addition to Buyer’s Purchase Order Terms and Conditions, this Supplemental Terms and Conditions for Inspection Service Providers (“Supplement”) explains Buyer’s expectations of Sellers providing inspection, containment, validation, and/or rework services. Should this Supplement conflict with any of the terms set forth in the Purchase Order Terms and Conditions, the Purchase Order Terms & Conditions shall control.
1. ACCEPTANCE BY SELLER.
1.1. This Supplement shall be deemed accepted by Seller’s commencement of work or performance of Services.
2. PERFORMANCE.
2.1. Buyer will provide specific written work instructions to the Seller and, together with the requirements of the Order, Seller shall perform the Services in accordance with these work instructions.
2.2. Seller shall be responsible for any quality defect, escape, or loss of containment. In this case, Seller shall be responsible for rectifying the defective Services (e.g., reinspection of parts) at no cost to Buyer or Buyer’s Customer.
2.3. Seller shall be responsible for any damage or harm to Buyer’s or Buyer’s Customer’s parts or property during the performance of the Services.
3. REPORTING + TIME ENTRY.
3.1. Seller shall be paid upon the hours entered into the Buyer-provided timesheet template, or Buyer’s time-tracking software if provided. Buyer is not responsible for errors and omissions of Seller relating to time or data submissions.
3.2. Seller must record all time worked and inspection data in the format or template provided by Buyer.
3.3. All time submitted shall be paid to Seller at the hourly rate specified on the applicable Order.
3.4. Seller acknowledges that all time and data for the day is to be submitted to Buyer – in the Buyer-requested format – no later than the end of the day in which the Services were provided.
3.5. Seller acknowledges that delayed submission of time and data to the Buyer may cause irreparable damage to Buyer’s reputation and customer relationships, and that Seller may forfeit payment for work if time and data is not submitted in the expected timeframe.
4. EXPENSES.
4.1. Any expenses incurred as a part of providing the Services are the sole responsibility of the Seller, unless approved beforehand in writing by Buyer. This includes, without limitation, any supplies, tools, equipment, travel time, mileage, and transportation costs.
4.2. For expenses that Buyer has agreed to reimburse, itemized expenses with including receipts must be submitted to Buyer in writing no later than the end of the week in which they are incurred. Failure or delay in submitting expenses may result in Seller forfeiting reimbursement.
4.3. Seller acknowledges that fulfillment of the Order may require additional or supplemental training, certification, licensing, or insurance requirements, and that the cost of any such requirements shall be the sole responsibility of the Seller.
5. INVOICING & PAYMENT.
5.1. Seller’s invoice to Buyer will be generated by the Buyer’s Qnet™ platform and calculated based upon the time and activity data submitted by Seller.
5.2. Seller’s invoice will be generated no later than thirty (30) days after the completion of the Services. At the discretion of Buyer, Seller’s invoices may be generated incrementally (e.g., for long-term projects).
5.3. Seller acknowledges that Buyer is not liable to pay Seller for any hours worked that (a) are outside the Scope of Work, or (b) in excess of any “Do Not Exceed” amount specified on the Order.
5.4. Payment to Seller will be due based upon the date of the invoice, and in accordance with the Payment Terms set forth on the Order.
6. PROMOTION.
6.1. Seller acknowledges that Buyer may act as a broker to promote Seller to Buyer’s Customers as a part of Buyer’s network of suppliers.
6.2. Seller grants Buyer the right to use Seller’s name, likeness, logo, contact information, rates, and capabilities to provide Seller business opportunities.
6.3. Seller agrees that the rates, prices, and quotes provided to Buyer will be equal to or better than those made available through Seller’s own or any third-party distribution channels. Providing Buyer with competitive rates, rules, restrictions, policies and conditions is part of a fair and balanced commercial bargain between Seller and Buyer, which delivers incremental business and revenue stream to Seller on attractive terms (including importantly at no upfront costs), and which allows Buyer to provide a comprehensive search, buying, and reporting service to customers, while protecting Buyer from free-riding on its considerable investments in attracting customers.
6.4. BUYER MAKES NO WARRANTY OR GUARANTEE OF ITS BROKERAGE SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER’S PROMOTION OF OTHER CONTRACTORS, SERVICE PROVIDERS, OR ITS BROKERAGE SERVICE SHALL NOT BE DEEMED AS ANY PROMISE OR GUARANTEE OF PERFORMANCE UNDER THIS ORDER.
7. MODIFICATION.
7.1. Buyer may modify this Supplement at any time by posting a revised version on the Buyer’s Website; or by otherwise notifying Seller in accordance with the Purchase Order Terms and Conditions. The modified terms will become effective upon posting or, if Seller is notified by email, as stated in the email message. By continuing to provide Products and/or Services after the effective date of any modifications to these Terms, Seller agrees to be bound by the modified terms. Seller acknowledges its responsibility to check the Buyer’s Website regularly for modifications to these Terms.