2.1 Valabilitatea propunerii. All proposals and quotations are valid for thirty (30) days unless otherwise stated. Veptos reserves the right to adjust pricing based on material cost fluctuations, engineering changes, supply chain disruptions, regulatory changes, or scope modifications.

2.2 Avansuri. All orders require a non-refundable deposit (minimum percentage as defined in proposal). Deposits are required to secure production slots, initiate procurement, and begin engineering. Deposits are non-refundable under all circumstances except as expressly agreed in writing.

2.3 Confirmarea comenzii. Orders are binding only upon written acceptance by Veptos. Production begins only after deposit receipt, scope confirmation, and design approval where applicable.

2.4 Scope Changes. Any change in scope requested by Customer shall require a written change order and may result in price adjustments, schedule impacts, and revised delivery timelines.

2.5 Repricing Clause. Veptos reserves the right to adjust pricing at any time prior to delivery in the event of material cost increases, supply chain disruptions, regulatory changes, or changes in scope. Customer agrees to negotiate in good faith any such adjustments.

3.1 Transfer of Risk: Risk of loss and title transfer to Customer upon the earliest of: (a) physical delivery; (b) tender of delivery; or (c) written notice that the Product is complete and ready for pickup or shipment.
If Customer fails to accept delivery within five (5) days of notice, risk of loss automatically transfers and storage fees shall apply.

3.2 Storage & Delay
‍ If Customer delays pickup, inspection, sign-off, or shipment, Veptos may:

• charge reasonable storage, insurance, and handling fees;

• invoice remaining balances immediately;

• transfer risk of loss to Customer;

• reallocate production capacity without liability.

3.3 Inspection & Acceptance: Customer must inspect Products within five (5) business days of delivery or completion of the item or vehicle. Failure to provide written rejection within this period constitutes final acceptance.

3.4 Limited Rejection Rights: Rejection is permitted only if the Product: (a) materially deviates from agreed specifications; or (b) is non-functional due to shipping damage; or (c) does not meet the standards based on the scope of work provided by the Customer.
Veptos retains sole discretion to remedy via repair, replacement, or partial refund.

3.5 Incoterms & Delivery: Unless otherwise agreed in writing, all deliveries shall be made EXW (Ex Works) Veptos facility under Incoterms® 2020. Risk transfers in accordance with Section 3.1. Veptos shall have no responsibility for transportation, export handling, or import compliance unless explicitly agreed.

3.6 Third-Party Carrier Disclaimer: Veptos is not responsible for loss, damage, or delay once Products are transferred to a third-party carrier.

4.1 Payment Requirement
‍ All payments shall be made in United States Dollars (USD). Full payment is due prior to release, shipment, or transfer of possession unless otherwise agreed in writing.

4.2 Late Payments
‍ Late payments accrue interest at the lesser of 1.5% per month or the maximum allowed by law.

4.3 No Setoff
Customer shall not withhold payment for disputes, delays, or claims.

4.4 Default
‍ Customer is in default if it:

• fails to make payment when due;

• delays required approvals or sign-offs;

• fails to take delivery;

• becomes insolvent;

• breaches export or compliance obligations.

4.5 Work Stoppage with Cure Period. Veptos may suspend work if Customer fails to make payment when due and such failure continues for three (3) days after written notice.

4.6 Remedies
‍ Upon default, Veptos may:

• suspend or terminate work;

• withhold delivery, documentation, or access;

• require full prepayment for future work;

• accelerate all outstanding balances;

• charge storage and holding fees;

• pursue collection and legal remedies.

4.7 Collection Costs
‍ Customer shall reimburse Veptos for all collection costs including attorneys fees.

4.8 Security Interest
‍ Veptos retains a purchase money security interest in all Products, work-in-progress, materials, and related deliverables until paid in full. Customer authorizes Veptos to file any necessary financing statements to perfect such interest.

If Customer delays approvals, fails to provide required information, or fails to make timely payments for more than fifteen (15) days, Veptos may deem the project abandoned.
In such event:

• all payments made are forfeited;

• all work-in-progress, materials, and partially completed units remain the property of Veptos;

• Veptos may repurpose, sell, or scrap the Product;

• Customer remains liable for all incurred costs.

5.2 Salvage / Tear-Down Risk

Customer acknowledges that disassembly, modification, or teardown of existing vehicles or equipment may reveal latent defects. Once disassembled, original condition is not guaranteed to be restorable, and additional costs may apply.

6.1 Engineering Discretion. Veptos reserves the right to make reasonable engineering, design, or component changes without Customer approval, provided such changes do not materially reduce the intended function of the Product.

6.2 Commercially Reasonable Standards. All work shall be performed in accordance with commercially reasonable industry standards. Performance shall not be judged based on subjective expectations beyond agreed specifications.

7.1 Garanție limitată. Products are warranted for defects in materials and workmanship based on the applicable Veptos offer sheet or proposal.

7.2 Excluderi.
Warranty excludes:

• Uzură normală;

• misuse, improper operation, or combat use;

• unauthorized modifications or repairs;

• consumables and standard wear items.

7.3 Sole Remedy. Customer's sole remedy is repair, replacement, or refund at Veptos's discretion.

All Products are build-to-order and non-returnable. Repairs are performed at Veptos' discretion. Customer bears all shipping costs.

Customer assumes all risks associated with operation, deployment, and storage. Customer is solely responsible for compliance with all applicable laws and regulations.

9.1 Configuration Responsibility. Customer is solely responsible for final configuration approval and suitability for intended use.

9.2 End-Use Indemnification. Customer agrees to indemnify, defend, and hold harmless Veptos from any claims arising from misuse, unlawful deployment, violation of laws, or operational use of the Products.

All intellectual property remains exclusively owned by Veptos. No transfer is granted. Customer receives only a limited operational license where applicable.

Customer agrees to comply with all U.S. export control laws, including ITAR and EAR.
For FMS/FMF transactions:

• delivery is subject to U.S. Government approvals;

• Veptos is not liable for delays caused by government processes, license denials, revocations, or political restrictions;

• Customer must provide all end-user certifications.

Customer shall indemnify, defend, and hold harmless Veptos from any and all claims, damages, losses, liabilities, and expenses arising out of or related to Customer's use, misuse, or handling of the Products, except to the extent caused by Veptos's gross negligence or willful misconduct.

To the fullest extent permitted by law:

• Veptos' liability is limited to amounts paid;

• Veptos is not liable for indirect, incidental, or consequential damages;

• Veptos is not liable for battlefield, operational, or combat-related outcomes.

Veptos is not liable for delays caused by events beyond its control including war, embargo, supplychain disruptions, or government actions.

Customer shall keep all Veptos information confidential.

Texas law governs these Terms. Venue is Bowie County, Texas. Both parties waive the right to a jury trial.

Any claim arising under these Terms must be brought within nine (9) months of the event giving rise to the claim.

Customer agrees that Veptos shall not be subject to liquidated damages, penalties, or similar provisions unless expressly agreed in writing.

These Terms constitute the entire agreement and supersede all prior agreements.

All provisions related to liability, IP, compliance, and confidentiality survive termination.