1.1Binding Orders.All purchases by Veptos must be made via a written Purchase Order (“PO”) issued by an authorized Veptos representative. No verbal orders shall be binding.
1.2 Acceptance. Supplier shall confirm acceptance of the PO in writing within five (5) business days. Acceptance of the PO constitutes acceptance of these Terms in full.
1.3 Conflicting Terms.Any terms proposed by Supplier in invoices, quotes, or acknowledgments that conflict with or supplement these Terms arevoid unless specifically accepted in writingby Veptos.
2.1Firm Pricing.Prices quoted or accepted in the PO arefirm and not subject to increasewithout prior written agreement.
2.2 Invoices.Supplier shall submit accurate invoices referencing the Veptos PO number. Unless otherwise agreed, invoices must be issued upon shipment, and all payment terms begin from the date of receipt of goods.
2.3 Taxes & Fees.Prices shall include all applicable duties, fees, tariffs, and taxes, except sales or use taxes that Veptos is legally obligated to pay.
3.1On-Time Delivery.Suppliers must deliver goods by the delivery date specified in the PO.Late deliveries may result in cancellation, rejection, or penalty.
3.2 Packaging.All goods shall be properly packaged to prevent damage in transit. Suppliers shall comply with all applicable transportation, safety, and customs requirements.
3.3 Title & Risk.Title and risk of loss remain with Supplier until goods are received, inspected, and accepted by Veptos at the specified destination.
3.4 Inspection.Veptos reserves the right to inspect all goods upon receipt for a reasonable time. Acceptance does not waive the right to later reject non-conforming or defective items.
4.1Conformity.Supplier represents that all goods:
Meet the specifications and standards detailed in the PO or technical documents
Are free from defects in materials or workmanship
Are fit for the intended use
Are new and not refurbished unless explicitly stated
4.2 Rejection.Veptos may reject any defective, damaged, substituted, or non-conforming goods at Supplier’s expense, including return shipping and any costs of rework, inspection, or delay.
Supplier expressly warrants that:
All goods supplied shall befree from normal-use defectsfor a minimum period of12 monthsfrom date of delivery
Supplier holdsclear title, and goods are free from liens or encumbrances
No intellectual property rights of third parties are infringed by sale or use of the goods
No intellectual property rights of third parties are infringed by sale or use of the goods
6.1Notification of Delay.Suppliers must notify Veptos immediately upon learning of any actual or anticipated delivery delay.
6.2Substitutions.No substitutions of parts, materials, or components are allowed withoutprior written consent
6.3Cancellation.Veptos may cancel any order, in whole or in part:
For cause (e.g., failure to deliver, breach of warranty)
For convenience (with written notice)
No intellectual property rights of third parties are infringed by sale or use of the goods
7.1Designs & Drawings.Any specifications, CAD files, blueprints, or instructions provided by Veptos remain theexclusive property of Veptosand may not be shared or used beyond the scope of the PO.
7.2 Custom Tooling.Tooling paid for or reimbursed by Veptos is Veptos property and shall be returned upon request.
7.3 No Reverse Engineering.Supplier shall not replicate, reverse engineer, or use Veptos parts, designs, or assemblies for any third party.
Supplier shall treat all Veptos data, communications, and designs asconfidentialand shall not disclose or use any such information for purposes other than fulfilling the PO. This obligation survives the termination of the business relationship.
Supplier agrees to comply with:
All applicable local, state, and federal laws
U.S. export control and anti-corruption regulations
Environmental and labor laws, including avoidance of conflict minerals and child labor
Supplier shall indemnify and hold harmless Veptos from any losses, damages, costs, or claims arising out of:
Defective or non-conforming goods
Injury or property damage resulting from Supplier’s goods
Alleged infringement of third-party IP rights
These Terms shall be governed by the laws of theState of Texas, without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located inBowie County, Texas.
Supplier shall indemnify and hold harmless Veptos from any losses, damages, costs, or claims arising out of:
12.1Assignment.Suppliers may not assign or subcontract any part of the PO without Veptos’ written consent.
12.2No Waiver.Failure by Veptos to enforce any provision shall not constitute a waiver of future enforcement.
12.3Entire Agreement.These Terms and the applicable PO constitute the full and complete agreement between the parties.