VASTMATERIAL — TERMS & CONDITIONS OF SALE

These Terms & Conditions (“Terms”) govern all quotations, sales, purchase orders, and product deliveries (“Orders”) between Vastmateriale (“Seller”) and its customers (“Buyer”).
Placement of an Order, or acceptance of any quotation or product from Seller, constitutes Buyer’s acceptance of these Terms.
No modification of these Terms is binding unless explicitly agreed in a written document signed by an authorized officer of Seller.

1. Formation of Contract

Any quotation, proforma, or commercial offer issued by Seller constitutes an invitation to order and is expressly conditioned upon Buyer’s acceptance of these Terms.
A binding contract is formed only when Buyer issues an Order and Seller confirms such Order in writing.
Any terms proposed by Buyer that add to, conflict with, or vary these Terms are expressly rejected and are void unless Seller accepts them in writing.

2. Payment Terms

Unless otherwise agreed in writing, payment is Net 30 days from the invoice date.
All bank fees, transfer charges, and related financial costs are the responsibility of Buyer.

If Buyer becomes delinquent in payment, Seller may:

suspend deliveries,
revise payment terms,
require advance payment or security, or
pursue legal collection remedies.

3. Engineering / Development Charges

Engineering, tooling-development, mold creation, inspection, first-article sample production, and pre-production activities (“Engineering Charges”) are payable upon receipt of invoice.
Project timelines begin only after full payment of such charges.
Payment of Engineering Charges does not grant Buyer ownership of tooling, designs, or process IP unless explicitly stated in a written agreement.

4. Late Payments & Collection

Amounts unpaid after the due date accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law.
Buyer is responsible for all collection costs, including legal fees, court expenses, and administrative costs.

5. Packaging

Seller will use standard industrial packaging unless otherwise agreed in writing.
Special packaging, labeling, or export crate requirements will incur additional charges.

6. First Article Inspection (FAI) / PPAP

Buyer shall review and provide written approval or rejection of FAI/PPAP samples within seven (7) business days of receipt.
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The bill of lading is conclusive evidence of delivery condition and timing.

14. Quality Requirements

Seller manufactures parts strictly to Buyer’s drawings, specifications, and referenced documents.
Only specifications acknowledged in writing by Seller are binding.
Approved FAI/PPAP samples define the accepted product standard.
Third-party inspections requested by Buyer are at Buyer’s expense unless otherwise agreed.

15. Claims

Claims for shortages, defects, or non-conforming parts must be submitted in writing within cURL Too many subrequests. from receipt.
Failure to notify Seller within this timeframe constitutes irrevocable acceptance.

16. Force Majeure

Seller is not liable for delays or non-performance caused by events beyond its control, including:
natural disasters, epidemics, war, labor disputes, material shortages, transportation delays, energy interruptions, government actions, or any similar cause.
Seller may postpone or cancel deliveries without liability during such events.

17. Order Cancellation

Buyer may not cancel any Order without Seller’s prior written consent.
If cancellation is approved, Buyer remains responsible for:

completed goods,
work-in-process,
materials purchased for the Order,
cancellation costs incurred by Seller.

18. Returns

Returns require written authorization from Seller.
Unauthorized returns may be rejected or returned at Buyer’s expense.

19. Tooling Ownership and Intellectual Property

All tooling, process knowledge, 3D models, design data, casting solutions, and manufacturing methods created or used by Seller remain Seller’s intellectual property, unless otherwise agreed in a separate written document.
Buyer receives no license to use Seller’s technologies except for the intended use of finished products.

20. Warranty

Seller warrants that parts will conform to Buyer’s approved drawings, specifications, and FAI/PPAP samples.
Seller is not design-responsible unless explicitly stated in writing.

Goods are provided “as is” and Seller disclaims all implied warranties, including merchantability and fitness for a particular purpose.

Seller’s maximum liability is limited to either:
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29. Change in Part Usage or Specifications

If Buyer changes the intended use, application, or regulatory classification of any part supplied, Buyer is responsible for all additional duties, compliance costs, penalties, or fees resulting from such change.

30. Entire Agreement

These Terms, along with Seller’s quotation and Buyer’s accepted Order, constitute the complete and exclusive agreement between the parties and supersede all prior communications.

Revised 11/28/2025