Terms and Conditions

Purpose: As a supplier to V&G Dynamic Machine LLC dba V&G Dynamic Machine & Tool (“Buyer” and/or “V&G Dynamic Machine”), you, (“Supplier”, “Vendor”, and/or “Seller”), become a key contributor to the products and services we deliver to our customers. We value the conformance of your products and services to our specifications and requirements, your contribution to our product’s safety, and your ethical business practices. If you provide a good or service for V&G Dynamic Machine, it is understood that your organization agrees with the following Terms and Conditions (“Terms”).

Scope: These Terms apply to Purchase Orders, (“Order”), extended to V&G Dynamic Machine suppliers and their sub-suppliers which furnish products, processes, or services. These terms provide the guidelines and legal stipulations of your contract with V&G Dynamic Machine for the products/services described on the face of this Order.

Acceptance: Seller accepts this Order and any amendments by signing the acceptance copy of the Order and returning it to Buyer promptly. Even without such written acknowledgment, Seller’s full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of this Order, Seller agrees to be bound by, and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in this Order. In the event that you, (Seller), “acknowledge with comments”, your comments will have no force and effect on the Order unless specifically agreed to, in writing, by an authorized V&G Dynamic Machine employee or designee. Acknowledgement with comments acts an acceptance of V&G Dynamic Machine terms and conditions and Order notes. If the Seller has an issue with the Order as issued, defer taking further action until contacting the Buyer and resolving the issue. These Terms apply to everything listed in this Order and constitute Buyer’s offer to Seller, which Buyer may revoke at any time prior to Seller’s acceptance. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Buyer. These Terms may be modified only by a written document signed by duly authorized representatives of Buyer and Seller.

Default: Time is of the essence for this Order. Buyer may by written notice of default to Seller (a) terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of five (5) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of the Buyer provided in this Default Section will not be exclusive and are in addition to any other rights and remedies provided by the Laws of the State of Texas. Product/Service conformity and on-time delivery will be monitored by V&G Dynamic Machine.

Invoices, Payment and Taxes:

(a) Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to one, and only one, purchase order.

(b) Payment shall be made on the terms of net 30 days from the date of invoice unless otherwise specifically agreed to in writing. Cash discount periods shall be computed from either the date of actual delivery of the goods or the date an acceptable invoice is received, whichever is later.

(c) Buyer will pay only for maximum quantities ordered. Over shipments will be held at Seller’s risk and expense for a reasonable time waiting shipping instructions.

(d) Unless otherwise provided herein, prices shown on this order are deemed to include all taxes, or other charges not expressly imposed by law on the Buyer of the materials ordered hereunder.

Quality Notes and Process Requirements Flow-Down: To the extent that the Order requires quality notes and/or requirements be disseminated, the Seller shall have a Quality Management System, (QMS), to assure full compliance with all quality notes and requirements as flowed-down by the Buyer to the Seller applicable to the Order. When products or services applicable to the Order are procured by the Seller from Seller’s sub-suppliers, the Seller shall flow-down the Order quality note requirements and all other requirements, as necessary, to assure full compliance is achieved. Buyer reserves the right to audit the Seller’s and/or their sub-supplier’s systems and methods to assure full compliance with this requirement.

Special Process Requirements:

SUPPLIERS APPROVED FOR USE VIA CERTIFICATION, (ISO9001, AS9100, AS9210, NADCAP, etc.), SHALL NOTIFY V&G DYNAMIC MACHINE & TOOL IMMEDIATELY OF ANY CHANGES OR CANCELLATIONS TO THAT CERTIFICATION

Special Process Definition – A documented method used to manufacture products where:

When a product undergoes a physical, chemical, or metallurgical transformation or inspection, conformance to the specification cannot be readily verified by normal inspection methods, and the quality of the product depends on use of specific equipment operated in a specific manner, under controlled conditions, by trained personnel with instructions, procedures, and standards.

When indicated on the Order, the Seller and/or their sub-suppliers shall use Buyer approved special process providers. These providers will be communicated to the Seller by an authorized V&G Dynamic Machine employee or designee. Whereas special process providers are not specifically indicated on the Order, Seller shall be responsible to assure all special process providers are capable and qualified to perform the special process in accordance with specification requirements.

Objective evidence of surveys shall be retained by the Seller and is subject to the Buyer’s periodic audit.

A copy of the special process provider’s Certificate of Conformance, (“C of C”), that certifies each process was accomplished in accordance with the applicable specification shall be available for review and/or provided to the Buyer upon request as objective evidence the special process was performed to the specification requirements.

Inspection: All products and services provided by Seller will be subject to inspection and test by Buyer or the Buyer’s Customer and Regulatory Authorities (if applicable) at all times and places, including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Buyer for them. Buyer’s payment for the goods shall not constitute its acceptance of the goods. Goods rejected and goods supplied in excess of quantities ordered may be returned to the Seller at Seller’s expense. Payment, if any, made for any goods rejected hereunder shall be promptly refunded by Seller. Seller will provide and maintain an inspection and process control system acceptable to Buyer covering the products and services ordered. If any of the products or services are found at any time to be defective in material or workmanship, or otherwise not in conformity with the requirements of this Order, including any applicable drawings and specifications, then Buyer, in addition to such other rights and remedies it may have by contract or by law or equity, at its sole discretion may reject and return such goods at Seller’s expense, require Seller to inspect the goods and remove nonconforming goods and/or require Seller to replace nonconforming goods or services with conforming goods or services.

Traceability and Record Retention: Conformance records showing that the items listed on the Order meet specifications are required for each different line item. Seller shall provide Buyer with an approved Certificate of Conformance, Certificate of Test, or Certificate of Analysis as appropriate to the product or service provided.

When the product or service involves the Seller providing or utilizing raw materials within the deliverable product, raw material certificates that identify the lot/batch number, heat lot, or similar traceability shall be provided with each delivered lot/batch. Where multiple lots or batches are shipped for any order, these shall be clearly identified and segregated to the best of the Seller’s ability.

Seller must maintain conformance and traceability records regarding the product or service provided in regards to this Order. Such records shall be kept complete, legible, and made available to V&G Dynamic Machine upon request for a period of no less than seven (7) years unless otherwise stated on the Order.

Calibration Services: Vendors providing Calibration Services must maintain certification to ISO17025, ISO10012-1, ANSI Z540-1 or equivalent. Vendor must identify the calibration standards used and utilize calibration standards traceable NIST.

Counterfeit Parts Prevention: Buyer requires that the Seller have policies and procedures to identify potential Counterfeit Parts. Seller shall immediately notify V&G Dynamic Machine with the pertinent facts if Seller becomes aware of or suspects that Counterfeit Parts may have been used in a product delivered to V&G Dynamic Machine. In the event that products delivered under this order constitutes or includes Counterfeit Parts, Supplier shall, at its expense, promptly replace such Counterfeit Parts with genuine parts conforming to the requirements of this order. Notwithstanding any other provision in this order, Seller shall be liable for all costs relating to the removal and replacement of Counterfeit Parts.

Conflict Minerals Policy: V&G Dynamic Machine, LLC requires that any vendor supplying materials utilized during V&G’s manufacturing processes shall be aware of and in compliance with all existing and applicable Conflict Minerals Policies set forth by statute.  In addition, all suppliers, in order to maintain traceability and compliance, shall ensure that their sub-suppliers provide and maintain any and all documentation pertaining to Conflict Minerals Policy law.  As such, vendors supplying materials to V&G will be held responsible for informing V&G immediately if such a violation exists or is suspected.  V&G Dynamic Machine, LLC, including its customer(s), reserves the right to audit any and all documentation concerned with this matter and will take appropriate action as deemed necessary should such violation be discovered.

Packaging and Shipping: All products must be packaged in the manner specified by Buyer and shipped by carrier designated by Buyer.

If Buyer does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. Fabricated and/or special processed products received by Buyer shall be free of dirt, oil, and foreign matter unless otherwise agreed to in writing by Buyer.

Seller shall include V&G Dynamic Machine’s Order number on all correspondence, including, but not limited to packing slips and invoices. In the event that Order fulfillment requires multiple parcels, each parcel shall be clearly identified/labeled with Buyer’s Order Number. Multiple parcels shall be clearly identified/labeled 1 of 2, 2 of 2, and so forth.

If Buyer does not specify the manner of shipment, or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this Order.

V&G Dynamic Machine & Tool Property: All equipment or materials furnished to Seller by Buyer, and all designs, drawings, blueprints, jigs, fixtures, printing plates, dies, tools, patterns or other special equipment, charged by Seller to Buyer shall (a) be the property of the Buyer, (b) be used by Seller at its own risk, (c) not be used by Seller in production of materials for any third party without the written consent of Buyer, and (d) be delivered to Buyer at its written request upon completion or termination of this Order. Seller shall be responsible for all loss or damage to such property while in Seller’s custody. Buyer makes no warranties of any nature with respect to any such property it may furnish to Seller.

Warranty: All materials sold shall conform with the description set forth in the Order and shall be merchantable and fit for the particular purpose or use for which the materials are required by Buyer or its customer. Seller warrants furnished and/or installed by it to be new and not used or reconditioned and free from defects in materials or workmanship.

Infringement: If a claim is made or an action is brought or threatened for infringement on any patent, trademark, trade name or copyright or for the unauthorized use of any trade secret or any litigation based thereon, arising out of the sale or use of the materials furnished pursuant to this order in accordance, in whole or in party, with the designs or specifications of Seller, Seller shall indemnify Buyer and its customers against any and all losses, damages, liabilities and expenses, including reasonable attorneys’ fees in connection with such claim or action and shall defend such action at Seller’s expense.

Indemnification: Seller shall indemnify Buyer against any and all losses, liabilities, damages, fines, penalties and expenses, including reasonable attorneys’ fees, arising in any way out of the purchase of the materials by Buyer or the use thereof by Buyer or its customer, including, without limitation, a claim, action or proceeding for (a) injury to or death of any person or damage to any property, (b) a breach of any warranty or other provision of this order and (c) a violation or alleged violation of any federal, state, or local laws or regulations resulting from the existence of any pollutant contaminant chemical or toxic or hazardous substance or waste in the materials. Seller shall maintain primary product liability insurance with such limits as shall be reasonably satisfactory to Buyer.

Title: Title to, and risk of loss of, products purchased under this order shall rest upon Seller until such products are delivered at the F.O.B. point specified in the order, or, if no point is given, when they are delivered to Buyer or its customers, as the case may be. Even though title may pass at point of origin, the material is subject to subsequent inspection, and acceptance by Buyer and/or its customer at destination.

Product/Service Conformity, Safety, and Ethical Behavior: Seller shall have a process in place that ensures their personnel are aware of their contribution to product or service conformity, their contribution to product safety, and the importance of ethical behavior.

Human Trafficking (TIP): Human trafficking, also known as trafficking in persons (TIP), is a crime in every state in the United States and is also a crime under federal and international law. To that extent, V&G Dynamic Machine has a compliance policy incorporating FAR 52.222-50, Human Trafficking.

This policy is applicable to all V&G Dynamic Machine & Tool employees, suppliers/sellers (including their sub-suppliers).

Inasmuch, V&G Dynamic Machine & Tool requires suppliers/sellers and their sub-tiers to acknowledge:

Its policies and practices prohibit engaging in the trafficking of persons, the use of forced labor, or the procuring of commercial sex acts in the county or countries in which it conducts business; and if applicable, it has implemented a compliance plan to prevent any prohibited activities identified in FAR 52.222-50 and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities and after conducting due diligence.

Failure to comply with Human Trafficking (TIP) laws is grounds for V&G Dynamic Machine & Tool to take any and all appropriate actions, up to and including immediate termination of Seller’s Order/Contract with V&G Dynamic Machine & Tool.

Right To Review Processes and Records: V&G Dynamic Machine & Tool reserves the right to review the processes and records associated with this order at all suppliers’ facilities with appropriate notification. This right extends to our customers, applicable regulatory agencies, and any sub-tier suppliers used in the fulfillment of this order. This right of access extends to all applicable areas of the supplier, and sub- tier supplier’s facilities throughout the supply chain, as necessary to ensure V&G Dynamic Machine & Tool requirements are being fulfilled according to contract requirements.

VG Terms and Conditions REV 23.11.28