Outsourced Parts Department Service Agreement

Effective Date: 2026-06-11

This Outsourced Parts Department Service Agreement ("Agreement") applies when you subscribe to or activate Foundation's Outsourced Parts Department services ("Outsourced Parts Services"), including Hybrid and Full-Service tiers. It is incorporated by reference into the Terms of Service.

1. Scope of Services

When activated, Foundation acts as your designated parts coordinator. Subject to plan limits, Foundation may:

• source parts from approved and ad-hoc vendors;
• collect, compare, and present quotes;
• place purchase orders on your behalf using vendor accounts you authorize;
• track shipments, expedite holds, and intervene with vendors on delays;
• manage warranty claims and core returns;
• coordinate cross-shipping, drop-shipping, and emergency runs;
• maintain vendor scorecards and recommend preferred-vendor changes.

2. Authority

You grant Foundation limited authority to act as your agent for parts sourcing and procurement within the scope of this Agreement and any explicit approval limits you set in the platform (for example, per-PO dollar thresholds). Foundation will obtain your approval before exceeding configured limits. Foundation will never auto-approve purchases over your set thresholds.

3. Customer Responsibilities

You will:

• provide accurate vehicle/unit information, including VIN, year/make/model, and existing parts;
• maintain credit lines or accounts with chosen vendors and remain primarily responsible for payment to vendors;
• review and approve quotes and purchase orders presented to you;
• inspect delivered parts promptly and report discrepancies or damage to Foundation within the windows required by each vendor's policy.

4. Vendor Relationships

Foundation is not a manufacturer, distributor, or warrantor of parts. Vendors set their own prices, lead times, return policies, and warranty terms. Foundation does not guarantee availability, pricing, or vendor performance.

5. Payment

Unless explicitly agreed in writing otherwise, vendors invoice you directly (or your designated billing entity). Foundation's subscription fee for Outsourced Parts Services is separate from parts costs and is governed by the Subscription & Billing Agreement.

6. Service Hours & SLAs

Default service hours are Monday–Friday, 7:00am–6:00pm Eastern, excluding Foundation-observed holidays. After-hours emergency coverage is available on Full-Service plans subject to additional fees. Specific SLAs (response, sourcing, escalation) for your plan are described in your plan summary or order form. Foundation will use commercially reasonable efforts to meet stated SLAs; nothing in this Agreement creates a guarantee.

7. Confidentiality & Data

Operational data shared with Foundation parts agents for sourcing remains your Customer Data under the Privacy Policy. Foundation will limit access on a need-to-know basis and may anonymize transactional data for benchmarking, vendor scorecards, and Service improvement.

8. Warranty & Returns

Warranty and return rights flow from the vendor to you. Foundation will assist you in filing warranty claims and core returns but is not liable for vendor decisions, denials, or delays.

9. Limitations

Foundation is not responsible for (a) labor performed on parts not sourced through Foundation, (b) consequential downtime damages, (c) vendor billing errors, or (d) misuse of parts after delivery.

10. Termination of Outsourced Parts Services

Either party may terminate Outsourced Parts Services on thirty (30) days' notice. In-flight purchase orders will continue to completion unless you instruct otherwise in writing. The Terms of Service termination provisions also apply.

11. Insurance & Compliance

Foundation maintains commercially reasonable business insurance. You are responsible for ensuring that parts you accept comply with applicable safety, environmental, and DOT regulations for your fleet.

12. Disputes

Any dispute regarding Outsourced Parts Services is governed by the dispute-resolution and governing-law sections of the Terms of Service.

13. Entire Agreement

This Agreement, together with the Terms of Service, Privacy Policy, and Subscription & Billing Agreement, constitutes the entire agreement regarding Outsourced Parts Services and supersedes prior understandings.

For Outsourced Parts inquiries, contact parts@foundationfleetservices.com.