Standard Terms & Conditions of Sale

1. PARTIES:

“Seller” means Versatile Fabrication Company, Inc. “Buyer” means the entity or person submitting the purchase order to Seller.

2. APPLICABILITY:

These terms and conditions (these “Terms”), the quotation (as applicable) (“Quote”) define the relationship of Buyer and Seller and are the only terms that govern the sale of the parts, supplies, materials, or other personal property and services (individually and collectively, “Products”) listed in the Quote. If the Quote includes services to be provided by Seller with respect to the Product (e.g. field services or installation services), then these Terms shall also apply to the provision of such services. Buyer acknowledges and agrees that these Terms and the Quote comprise the entire agreement between Seller and Buyer and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Further, Buyer acknowledges and agrees that these Terms are incorporated in, and are a part of, each Quote, purchase order, invoice, specification and any other document, whether expressed verbally, in written form or electronic mail, relating to the sale of Product by Seller to Buyer. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted such terms or its purchase order. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Any document submitted by Buyer to Seller confirming its intention to purchase Product described in the Quote will be deemed to constitute a confirmation and acceptance of this Agreement, even if the document states terms in addition to or different from those in this Agreement. Moreover, Seller’s acceptance of any order or offer provided by Buyer to purchase Product is expressly conditioned upon Buyer’s acceptance of and assent to these Terms. Notwithstanding any terms contained in any documents submitted by Buyer in connection with the purchase of Product described under this Agreement, the acceptance of delivery by Buyer of Product described in this Agreement will constitute a course of conduct constituting Buyer’s agreement to the provisions of this Agreement, to the exclusion of any additional or different terms and conditions.

3. PRICES:

The price of the Products ordered by Buyer (the “Price”) shall be proposed or quoted in United States Dollars (“USD”) and such proposed or quoted Price shall be valid for thirty (30) days from the date of proposal or quotation (the “Quote Period”) unless otherwise noted by Seller. The Price is subject to change at any time (including, without limitation, during the Quote Period) if the Products ordered by Buyer are modified. The Price is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and sales taxes. Seller is not responsible for any pricing, typographical, or other errors in any proposal or quote, and Seller may cancel this Agreement at any time if it was entered into based on any such errors.

4. PRODUCTS AND SERVICES:

Products and services rendered are completed to the specifications provided by the Buyer. Buyer is responsible for providing such specifications, including fabrication prints with industry standard geometric dimensioning and tolerances (GD&T) to Seller.

5. PRIMARY PAYMENT TERMS:

Seller may, in its sole discretion, require one or more down payments on orders for Products prior to purchasing materials and/or shipping. Unless otherwise specifically agreed to by Seller in writing, Buyer shall pay the Price to Seller, without setoff or other deductions or charges, in accordance with the payment terms set forth in the Quote.

6. OTHER PAYMENT TERMS:

All sales are subject to credit approval; provided, however, that Seller may accept sales paid in advance without credit approval, in Seller’s sole discretion. Buyer shall pay interest on all late payments at the lesser of 1 ½% per month (18% annual rate) and the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred collecting any late payments, including, without limitation, actual attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend its performance of its obligations under the Agreement (including, without limitation, the delivery of any Products) if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether in relation to Seller’s breach, bankruptcy, or otherwise.

7. LEAD TIME:

The lead times of shipping Product (the “Lead Time”) provided by Seller are Seller’s estimates only based on information available to the Seller at the time the Lead Time is provided by Seller to Buyer. Seller shall not be liable to Buyer in any manner, nor shall Buyer be entitled to terminate the Agreement, if Product is shipped or delivered beyond the estimated Lead Time. For clarification purposes only, the Lead Time provided by Seller does not commence until both of the following occur: (1) Buyer issues a Purchase Order and includes prints with all necessary specifications for fabrication, and (2) Buyer makes any required down payment of the Price as set forth above. Purchase orders must be made out to Versatile Fabrication Company, Inc., 2708 9^th Street, Muskegon, MI 49444.

8. SHIPPING:

Seller will deliver the Products as follows: (1) By delivery with Seller’s delivery vehicle or (2) to the carrier selected in accordance with this Section (the “Carrier”) within a reasonable time following project completion, as may be adjusted by Seller in accordance with Section 7, any Force Majeure Event(s) as provided in Section 20, and any other delays not within the reasonable control of Seller. Seller may, at its sole discretion ship Products prior to its quoted lead time, and Buyer agrees to receive Products. Buyer may be subject to storage fees detailed in this section if Buyer cannot receive Products when it is ready to ship. Delivery shall be made FOB (Seller’s location). Seller will choose the Carrier unless Buyer requests a specific Carrier in writing at the time Buyer provides its request for quotation and Seller specifically agrees to use such Carrier in writing. Handling charges may be added regardless of who makes the shipping arrangements. All international orders must ship Ex Works unless otherwise agreed to in writing by Seller. All shipping and brokerage arrangements must be included on Buyer’s written purchase order. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the Products shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. If, for any reason, Buyer fails to accept delivery of any of the Products shipped, or if Buyer has selected the Carrier and the Carrier has not picked up the Products from Seller’s facility within 2 business days after Seller has notified Buyer that the Products are available to be picked up by the Carrier, or if Seller is unable to ship the Products within a reasonable time after the Lead Time because Buyer has not provided appropriate instructions, documents, licenses or authorizations (each of the foregoing circumstances is referred to as a “Buyer Delivery Delay”), then the following shall apply: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Products until Buyer picks it up, whereupon Buyer shall pay the Storage Fee (as defined below) and be liable for all other storage related costs and expenses, including, without limitation, storage and insurance. If Seller notifies Buyer of a Buyer Delivery Delay, and Buyer fails to take all action necessary within 2 business days after such notice is given to either accept delivery of the Products, cause its selected Carrier to pick up the Products from Seller’s facility, or provide the appropriate instructions, documents, licenses or authorizations to ship the Products, each as applicable, then Buyer shall pay to seller a storage fee (“Storage Fee”) equal to 1% of the Price per day until Buyer has taken the action necessary to fully cure the Buyer Delivery Delay.

9. TITLE AND RISK OF LOSS:

Title and risk of loss passes to Buyer upon delivery of the Product to the Carrier, or delivery of Products to Buyer when delivered on Seller delivery vehicle. As collateral security for the payment of the Price, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Product, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Michigan Uniform Commercial Code, MCL 440.1101 et seq., as amended.

10. NON-DELIVERY:

The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. The Seller shall not be liable for any non-delivery of Products unless Buyer gives written notice to Seller of the non-delivery within five (5) business days of the date when the Products would in the ordinary course of events have been received. Any liability of Seller for non-delivery of Products shall be limited to replacing the Products within a reasonable time or adjusting the invoice respecting such Products to reflect the actual quantity delivered.

11. CHANGE/CANCELLATION OF PRODUCTS ORDERED:

Orders for Products that are changed by Buyer after a purchase order is received by Seller will incur additional change fees and extend the Lead Time, both in Seller’s reasonable discretion. A minimum of 25% of the Price will be charged for orders cancelled after PO. Seller may charge up to 100% of the Price, in Seller’s reasonable discretion, for cancelled orders, depending on the order progress at time of cancellation. Seller reserves the right to cancel or re-price any order that is delayed or does not progress for a period of two weeks or more due to delays by the Buyer.

12. INSPECTION AND REJECTION OF NONCONFORMING PRODUCT:

(a) Buyer shall inspect the Product within five (5) business days of receipt thereof (“Inspection Period”). Buyer will be deemed to have irrevocably accepted the Product unless it notifies Seller in writing of any Nonconforming Product (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Product” means only that the items shipped to Buyer are different than the Product identified in the Quote and fabrication prints. Buyer acknowledges and agrees that (i) the Inspection Period is the only period in which Buyer has to determine whether or not it believes the Product is Nonconforming Product, (ii) the Inspection Period is a reasonable amount of time for Buyer to determine whether or not it believes the Product is Nonconforming Product, (iii) if Buyer fails to timely notify Seller within the Inspection Period of its belief that the Product is Nonconforming Product, and also provide any written evidence or other documentation reasonably required by Seller within the Inspection Period, then Buyer shall be deemed to have accepted the Product as conforming Product for all purposes, and (iv) the provisions regarding inspection, acceptance and rejection of the Product set forth herein are reasonable and enforceable against Buyer.

(b) If Buyer timely notifies Seller of any Nonconforming Product, then, subject to the balance of this subsection, Seller shall, in Seller’s sole discretion, (i) replace such Nonconforming Product with conforming Product, or (ii) credit or refund the Price for such Nonconforming Product, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Unless Seller notifies Buyer that it desires to inspect the Product as provided below, Buyer shall ship, at its expense and risk of loss, the Nonconforming Product to Seller’s facility located at 2708 9^th Street, Muskegon, MI 49444 promptly after Seller notifies Buyer of which option it chooses as set forth in the immediately preceding sentence. Seller may, at its sole option, elect to inspect the Product at Buyer’s site, in which case the parties shall meet at Buyer’s site promptly after Seller’s election to inspect the Products (in any case no later than 5 business days after Seller’s election to inspect the Product). If Seller initially exercises its option to replace Nonconforming Product with conforming Product as provided above, then either (A) Seller will, within 90 days after receiving Buyer’s shipment of Nonconforming Product (which the parties agree is a reasonable amount of time for Seller to provide conforming Product), ship to Buyer, at Buyer’s expense and risk of loss, the conforming Product, or (B) if Seller does not ship conforming Product to Buyer within the aforementioned 90 day period, then Seller shall instead credit or refund the Price for such Nonconforming Product, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 12(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Product. Except as provided under Section 12(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.

13. NO WARRANTY:

(a) SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

14. RETURN OF PRODUCTS:

Once shipped, all sales are final unless Seller elects to replace, credit, or refund the Product (or portion thereof) under Section 12(b), and a return is authorized in writing by Seller by issuing the Buyer an RMA. Buyer must contact Seller for an RMA, RMA number, and any additional specific instructions. All returns must reference the RMA number and original quote number and follow Seller’s instructions exactly. All Product (or portion thereof) for which Seller has issued an RMA must be received within fifteen (15) days of Seller’s issuance of such RMA.

15. CONFIDENTIAL INFORMATION:

All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

16. LIMITATION OF LIABILITY:

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, BUT NOT LIMITED TO ANY DAMAGES FOR ANY LOSS OF USE, REVENUE, OR PROFITS, DIMINUTION IN VALUE, OR PROPERTY DAMAGE, WHETHER ARISING OUT OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER.

(c) BUYER SHALL NOT BRING ANY ACTION OR CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT MORE THAN SIX MONTHS FROM THE DATE OF DELIVERY OF THE PRODUCTS TO BUYER, OTHER THAN A CLAIM FOR A VIOLATION OF SECTION 13.

17. TERMINATION:

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement, (ii) has not otherwise performed or complied with any of the provisions of this Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

18. COMPLIANCE WITH LAWS:

Buyer shall be responsible for compliance with any and all federal, state, and local laws and regulations respecting safety or use of the Products and shall indemnify and hold Seller harmless from and against any and all claims of violations of laws or regulations or other claims of personal injury or property damage directly or indirectly related to the installation, maintenance, or operation of the Products.

19. NO THIRD PARTY BENEFICIARIES:

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

20. FORCE MAJEURE:

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (”Impacted Party”) reasonable control, including, without limitation, the following force majeure events (”Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this Section 20, either party may thereafter terminate this Agreement upon three (3) days’ written notice.

21. PRODUCT CONSTITUTES AN IMPROVEMENT TO REAL PROPERTY.

Buyer hereby acknowledges and agrees that the Product shall constitute an improvement to real property and that if Buyer fails to timely pay any monies due and owing to Seller, Seller shall have the right to file and/or record with the appropriate county register of deeds or recorder’s office a construction, mechanic’s, materialmen or similar lien against the real property where the Products are located or has otherwise been installed.

22. CONFLICT WITH OTHER DOCUMENTS.

To the extent that these Terms conflict with any other terms and/or conditions set forth in any other documents exchanged between Buyer and Seller, including, but not limited to, a proposal made by Seller, these Terms supersede and govern over any other such terms and/or conditions, unless solely to the extent that any other document that is signed by Buyer and Seller expressly states that it shall supersede and govern over a particular term and/or condition contained in these Terms.

23. ASSIGNMENT:

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

24. WAIVER:

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

25. GOVERNING LAW:

All matters arising out of or relating to this Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Michigan.

26. RESOLUTION OF ACTIONS:

Any legal suit, action, or proceeding (each, an “Action”) arising out of or relating to this Agreement shall be instituted in accordance with the provisions of this Section, which the parties acknowledge and agree are reasonable. If Buyer seeks to institute an Action, then such Action shall initially be instituted in the Muskegon County Circuit Court or the United States District Court for the Western District of Michigan located in the City of Grand Rapids, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding, irrespective if the action seeks to foreclose on a construction, mechanic’s, materialmen or similar lien and the real property where the Products are installed or otherwise located is outside of Muskegon County; provided, however that after such Action is instituted by Buyer as provided above, Seller may require that the Action be resolved by arbitration as provided below. If Seller seeks to institute an Action, then Seller may, at its sole discretion, either institute the Action in court as provided above or via arbitration as provided below. If Seller elects to resolve an Action via arbitration (regardless of which party initially instituted the Action), then the following shall apply: (a) the forum for arbitration shall be Muskegon, Michigan, (b) the arbitration shall be conducted by a Qualified Arbitrator (as defined below) (or a panel of 3 Qualified Arbitrators) who will be determined as provided below, (c) the arbitration shall be conducted in accordance with the "fast track" rules of the American Arbitration Association applicable to commercial disputes and such other rules and procedures determined by the Qualified Arbitrator, (d) the substantive law governing the arbitration shall be the laws of the State of Michigan, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Michigan, (e) the Qualified Arbitrator(s) shall make a decision regarding the Action no later than 180 days after the Qualified Arbitrator(s) has (or have) been appointed pursuant to the above process, (f) the decision rendered by the Qualified Arbitrator, or by two of the three Qualified Arbitrators (if applicable), shall provide that the non-prevailing party (as determined by Michigan law) shall bear all costs associated with the arbitration including, without limitation, the costs associated with engaging the Qualified Arbitrator(s) and any fees, costs and/or expenses, including without limitation attorneys’ fees, incurred by the prevailing party in connection with the arbitration, (g) the decision rendered by the Qualified Arbitrator, or by two of the three Qualified Arbitrators (if applicable), shall be final and binding on Buyer and Seller, and shall be non-appealable, and judgment on the decision may be entered in any court of competent jurisdiction in the State of Michigan and/or United States. A “Qualified Arbitrator” as used herein means a lawyer who has had experience as an arbitrator and at least 15 years’ experience as a practicing attorney specializing in corporate and commercial matters. Buyer and Seller shall use good faith efforts to agree upon a Qualified Arbitrator within 15 days after Seller notifies Buyer that it desires to resolve an Action via arbitration. If Buyer and Seller cannot agree on a Qualified Arbitrator within the aforementioned fifteen (15) day period, then Buyer shall select a Qualified Arbitrator and Seller shall select a Qualified Arbitrator. Thereafter, the Qualified Arbitrators so selected shall select a third Qualified Arbitrator such that there is a panel of 3 Qualified Arbitrators.

27. NOTICES:

All notices, request, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail (in each case, with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

28. SEVERABILITY:

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

29. SURVIVAL:

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, Sections 2, 5, 6, 9–16, 18, 19, 21, 22, and 24–30.

30. AMENDMENTS AND MODIFICATION:

These Terms may only be amended or modified in a writing that specifically states that it amends these Terms and is signed by an authorized representative of each party.

Rev. 05/2026