08252025-RevB

Terms & Conditions

TERMS AND CONDITIONS OF PURCHASE PLEASE CAREFULLY READ THIS DOCUMENT. IT CONTAINS THE TERMS AND CONDITIONS OF PURCHASE. THIS DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.

1. Purchase Order. VEIR, Inc. (“VEIR”) will issue a Purchase Order (“Order”) in writing, electronically, or through other mechanisms agreed upon by the parties for the purchase of goods or product (“Product”) from Supplier (“Supplier”). Supplier will acknowledge receipt of Order and will provide VEIR with a written acceptance for such orders within two (2) business days after receipt of order by Supplier. Upon acceptance of the Order, Supplier agrees to abide by all terms and conditions contained herein. All Orders shall contain the following information: (a) quantity of each Product to be purchased; (b) purchase price; (c) delivery date; (d) Product documentation (drawings, specifications, or models, referencing part number and revision); and (e) shipping instructions. The parties agree that these standard terms and conditions shall prevail over any terms and conditions of any quotation, acknowledgment form or other instrument, unless an executed Standard Supplier Agreement is in place between the Supplier and VEIR which shall serve as the prevailing agreement.

2. Modifications to Orders. Prior to the delivery date of Product, VEIR may make modifications to the Order including (a) referenced designs and specifications, (b) Product quantity, (c) delivery date, (d) shipping instructions or (e) other changes deemed necessary by VEIR. Supplier shall promptly advise VEIR of any impact caused by the modification on Supplier’s ability to perform according to the revised Order or if the modifications will result in any changes to the purchase price or total Order value. It is expected that Supplier will make a commercially reasonable effort to accept the modifications. Within two (2) business days, Supplier shall provide VEIR with a written acknowledgement of acceptance of the Order modification, or, if the Supplier is unable to perform according to the modifications, the Supplier shall communicate any exceptions. In the event of a notification of an exception, within two (2) business days, VEIR will decide on whether to accept the exception or make an alternate modification to the Order.

3. Price and Payment. The price to be paid by VEIR will be stated on the Order or any accepted modifications to the original Order. Payment terms shall be net thirty (30) days from VEIR’s receipt of Product unless otherwise specified in the Order. Supplier’s invoice must list each Product item, quantity and price for each item delivered in addition to VEIR’s Order number. All prices are exclusive of applicable taxes, duties, and other charges unless otherwise stated. All taxes, duties, tariffs, or other fees must be listed separately on invoice.

4. Shipments, Title Transfer and Risk of Loss. All Products delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in accordance with the requirements of the Order. Unless otherwise specified, shipment terms are DAP (Delivered at Place) to the specified VEIR location, at which time risk of loss and title will pass to VEIR. 5. Delivery. Supplier is expected to achieve no less than 95% on-time delivery performance to the designated delivery date as specified in the Order, where “on-time” delivery is defined as within three (3) business days early and zero (0) days late of the scheduled delivery date. Supplier shall acknowledge each Order in writing within five (5) business days confirming its ability to meet the delivery date and shall notify VEIR within two (2) business days of becoming aware of any circumstance that may impact its ability to deliver on time, including the reason for delay, expected duration, and corrective action plan. If delivery is late due to the fault of Supplier, VEIR may require Supplier, at Supplier’s sole cost, to expedite an emergency shipment of as-needed Products via premium air or other expedited transportation to locations specified by VEIR, and VEIR may also recover all reasonable additional costs incurred as a direct result of such delay, including but not limited to rescheduling, labor, and logistics costs. If delivery is delayed more than 30 days beyond the scheduled date, VEIR may, at its sole discretion, cancel the affected Order in whole or in part without liability and source such Products from an alternate supplier. Supplier’s on-time delivery performance will be measured by VEIR on a rolling basis and considered in future sourcing decisions, and consistent failure to meet delivery requirements may result in reduced order allocation, loss of preferred supplier status, or termination of the business relationship.

6. Product Acceptance. Inspection or acceptance testing shall be performed by VEIR within thirty (30) days after receipt of the Products. Any Product not rejected during the 30-day period shall be deemed accepted.

7. Product Quality. Supplier is expected to institute appropriate quality controls to stop any defective Product from shipping to VEIR. VEIR may return defective Products, freight collect, after obtaining a return material authorization number from Supplier to be displayed on the shipping container and completing a failure report. Supplier will not unreasonably withhold such return material authorization numbers. Rejected Products will be promptly repaired or replaced and returned freight prepaid.

8. Warranty of Title. Supplier warrants and represents to VEIR that (i) VEIR shall acquire good and clear title to the Products, free and clear of all liens and encumbrances, (ii) all materials and services provided hereunder including, without limitation, the Products, are either owned or properly licensed by Supplier or are in the public domain and the use thereof by VEIR, its representatives, distributors, dealers end users, and other direct and indirect customers shall not infringe any proprietary rights of any third party, and (iii) Supplier has the full power to enter into this Agreement and to carry out its obligations under this Agreement

9. Product Warranty: Supplier warrants the Products shall be new and unused, and shall be free of defects in materials, workmanship or manufacture for a period of eighteen (18) months from the date of delivery (the “warranty Period”) During the Warranty Period, Supplier shall, at its own expense and risk, issue credit for, repair or replace, at VEIR’s option, and return or deliver to VEIR or VEIR’s previously established “ship-to” location. If a returned item is free from defect or if the defect is caused by VEIR or the end customer’s misuse or abuse, VEIR will reimburse Supplier for the aforesaid shipping costs along with the associated labor and material costs, if applicable.

10. Confidential Information. The parties acknowledge that they will have access to certain information and materials concerning each other’s business and products, including the terms and conditions of this Order, that are confidential and of substantial value to the other (the “Confidential Information”), which would be impaired if such Confidential Information was disclosed to third parties. Such Confidential Information shall be treated in accordance with any “Mutual Nondisclosure Agreement” in effect between the Supplier and VEIR.

11. VEIR Intellectual Property. “Work Product” shall mean any and all inventions, works of authorship, designs, data, databases, methods, knowhow, reports, documentation, processes, formulas, software (in any form, including source code) and any improvements, enhancements, or modifications to any of the foregoing, which are invented, developed, prepared, conceived, made or reduced to practice by or for Supplier as part of, in connection with or in relation to the Order. VEIR shall exclusively own all patent, copyright, trademark, trade secret, data, and other intellectual and industrial property rights (“Intellectual Property Rights”) in and to all Work Product, and the tangible embodiments thereof, as they are developed, and Supplier hereby irrevocably assigns such rights to VEIR. Work Product shall be considered “work made for hire” to the greatest extent possible under applicable law.

12. Supplier Technology and License. VEIR acknowledges that prior to the date of the first Order for the applicable Product, Supplier has created, acquired, or otherwise has rights in, and may, in connection with the performance of the services hereunder, employ, provide, modify, create, acquire, or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, and/or techniques (collectively, the “Supplier Technology”). To the extent that Supplier utilizes any of its Supplier Technology in connection with the performance of the services, the Purchase Order or the Work Product, Supplier shall retain all right, title and interest, including all intellectual property rights, in and to such Supplier Technology.

13. Materials Furnished by VEIR. Unless otherwise specified by VEIR in writing, all designs, tools, patterns, drawings, data, materials, and equipment supplied or paid for by VEIR to Supplier shall remain the property of VEIR, shall be only used for making the Product for VEIR, shall be insured by Supplier at replacement value, and shall be returned to VEIR upon completion of this Order. Supplier assumes all responsibility for the calibration and general maintenance of tooling used in the production of the Product, whether such tooling is fabricated by Supplier or furnished by VEIR.

14. Termination. VEIR may terminate any Order in whole or in part at any time by written notice to Supplier. Upon notice of termination, Supplier will immediately cease all work activity on the cancelled Product, will direct any subcontractors to do likewise, and make all commercially reasonable steps to return on-order materials and subcomponents for the cancelled Product. With the exception of termination due to the Supplier’s failure to abide by the terms and conditions of an Order, Supplier will be entitled to be compensated by VEIR for work-in-process of the cancelled goods at a reasonable pro-rata percentage of the Product Order price.

15. Succession and Assignment. The Order shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, VEIR may be merged, or which may succeed to its assets or business; provided, however, that the obligations of Supplier are personal and shall not be assigned.

16. Waiver. No delay or omission by VEIR in exercising any right under the Order shall operate as a waiver of that or any other right. A waiver or consent given by VEIR on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

17. Relationship of the Parties. Supplier shall be considered an independent contractor hereunder.

18. Entire Agreement/Modification. Each Order, including these terms and conditions, and any other attachments, represents the entire understanding and agreement of the parties with respect to the subject matter of such Order, and supersedes and cancels any previous agreements or understandings, whether oral, written or implied, heretofore in effect. No amendment, modification or change may be made to an Order except by written instrument duly signed by each party.

19. Severability. In the event that any provision of an Order shall be invalid, illegal, or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

20. Governing Law. Each Order shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of laws principles.

21. Compliance with Laws and Regulations. Each party warrants that in performance under an Order it shall comply with all applicable federal, state, local laws, regulations, and ordinances now or hereafter enacted. Upon VEIR’s request, Supplier shall issue certificates certifying compliance with any of the aforementioned laws or regulations as may be applicable to the Product and/or services being furnished hereunder.

22. Indemnity by Supplier. Supplier shall defend, hold harmless, and indemnify VEIR, its employees, agents, and customers, from any and all third party suits, damages, losses, expenses, and claims, including attorney’s fees, arising from (i) infringement by Supplier, which infringement is not the result of designs and specifications of VEIR, of any patent, copyright, trademark, trade secret or other proprietary rights, (ii) negligence of Supplier or (iii) manufacturing defects.

23. Indemnity by VEIR. VEIR shall defend, hold harmless, and indemnify Supplier, its employees, agents, and customers, from any and all third party suits, damages, losses, expenses, and claims, including attorney’s fees, arising from (i) design of a Product or Supplier’s compliance with the specifications for a Product supplied by VEIR, (ii) negligence of VEIR, or (iii) defects in the design of the Product.

24. Press Releases. The Parties may not make press releases and announcements relating to the subject matter of an Order without the prior written consent of the other Party.

25. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Order (other than a payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Regardless of the excuse of Force Majeure, if such party is not able to perform within thirty (30) days after such event, the other party may terminate the applicable Order. Termination of an Order shall not affect the obligations of either party with respect to any other Order that exist as of the date of termination.

SUPPLIER QUALITY FLOWDOWN: PLEASE REVIEW BELOW FOR QUALITY CLAUSES APPLICABLE TO PRODUCT AND/OR SERVICE SUPPLIED.

Product/Service Purchased	Applicable PO Clause Codes
All Purchase Order Types	C01, C05, C06, C07, C17, C18, C21, C22, C24, C25
Raw Materials including Chemicals	Add: C04, C08, C10, C12, C14, C15, C16, C23
Hardware & Other Materials	Add: C04, C08, C10, C12, C14, C16, C23
Special Processes (e.g. Heat Treat, Plating, Welding)	Add: C01/C02 or C03, C04, C08, C09, C10, C11, C12, C13, C14, C16, C23, C28
Other Outside Services	Add: C08, C09, C10, C12, C13, C15, C23
Calibration	Add: C12, C14 (Special attn to C05)

Clause	Title	Requirement
C01	Quality System	Supplier shall establish and maintain a Quality System acceptable to and approved by VEIR for the goods and/or services purchased under this purchase order. If applicable, the supplier must provide VEIR a copy of all active Quality System certification(s).
C02	Quality System	Supplier shall establish and maintain at a minimum a Quality System acceptable to ISO 9001 requirements.
C03	Quality System	Supplier shall establish and maintain at a minimum a Quality System acceptable to AS9100 requirements.
C04	Quality & ESG Awareness	Suppliers Personnel must be made aware of: Their contribution to product of service conformity The importance of ethical behavior The importance of complying with applicable laws and regulatory requirements related to ethics, labor, safety, and the environment
C05	Calibration (Measurement and Test Equipment)	The Calibration Supplier shall be accredited to ISO 17035. All measuring and test equipment shall be calibrated in accordance with ANSI/NCSL Z540.3 and traceable to NIST or other international standard.
C06	Parts Identification	The supplier is to identify parts in accordance with purchase order requirements.
C07	Workmanship Quality	Manufactured parts shall be free from burrs and sharp edges.
C08	Quality Inspection System	Supplier shall maintain a quality/inspection system that will ensure all goods and services conform to the contract requirements whether manufactured or processed by Supplier or procured from Sub-Tier Supplier. If noted on PO, the Supplier is to document an actual dimensional inspection report and submit it to VEIR at the completion of the purchase order.
C09	Sub-Contractor Flow Down	Supplier is required to flow down the requirements of this Purchase Order, including terms and conditions to the Supplier’s subcontractors. Flow down of key characteristics is required when specified on the PO.
C10	Record Retention and Disposition	At a minimum, the Supplier is to retain records for at least 10 years from the date of shipment under each applicable order for all products/part numbers unless otherwise specified in the order. In special circumstances, the PO will identify the actual required number of years that the records should be maintained. After the minimum retention period is achieved, suppliers may disposition the records as archive or destroy at their discretion.
C11	VEIR Furnished Property	Supplier is to return all furnished property to VEIR at the completion of the purchase order. Furnished property may include but not be limited to the following: drawings, process specification, tooling, fixtures, and excess raw material.
C12	Nonconforming and Defective Product/Corrective Action	In addition to meeting specified form, fit and function, all goods provided by Supplier pursuant to this Agreement shall be in good condition upon delivery and free from any and all defects, including, but not limited to, damaged material, spoilage, rust, or decay. The Supplier is to notify VEIR of any nonconforming product prior to shipping product and to obtain approval for disposition of any nonconforming product. Should nonconforming product be received by VEIR, the Supplier is expected to sort/inspect/recall suspect product at their own expense and provide replacements or credit as agreed upon with VEIR. In addition, the Supplier will maintain a system of handling non-conformances and corrective actions.
C13	Special Processing Approval	The Supplier is to perform a special process on the purchase order. Special processing may include one of the following processes: coating, welding, heat-treating, cleaning, stress relieving or nondestructive testing. VEIR shall identify the specific process specification on the PO and the Supplier should maintain its special process approval. If the Supplier is not currently approved for the specific process, it is the Supplier’s responsibility to notify VEIR immediately. Special processing NADCAP approval is required. The special process requirements will be listed on the actual PO. Certificate shall be furnished upon completion.
C14	Packaging Protection	Supplier to package parts in a manner that will protect parts from any kind of damage. No metal-to-metal contact is ever allowed. In special circumstances, the PO may specify the manner the parts are to be packaged.
C15	Shelf-Life Materials	The Supplier provides the manufacturing date, shelf life, and expiration date for all limited shelf life items under this order. All items will have 75% or more of their shelf life remaining at the time of shipment to VEIR. All items are packaged, labeled, and transported per their applicable regulatory requirements.
C16	Safety Data Sheet	All materials, including chemicals, supplied on this order which contain hazardous materials or require special handling must be accompanied by a material safety data sheet (MSDS/SDS).
C17	Certificate of Conformance, Analysis and/or Data Sheet	A certification is required, stating that all the products or services meet the contractual or purchase order requirements. Their certificate must list the part number, lot/batch number, and all the applicable process specifications, including up to date revision levels. Supplier shall submit chemical and physical test reports in accordance with the latest material specifications and revision. Distributors must provide a certification verifying the materials’ traceability to the Mill test reports when supplied.
C18	Verification on Supplier’s Premises	Verification of product on supplier premises by VEIR or its customers, does not remove the obligation to provide conforming products and shall not be used as the organization’s evidence of conformity.
C19	Acceptance Authority Media	Media such as inspection stamps and electronic signatures used for product acceptance inspection must be controlled and traceable to the personnel they are issued to.
C20	Buy American Act	Items procured under this purchase order must be compliant with DFAR 252.225-7000.
C21	Right of Entry	VEIR, our customers, and/or any applicable regulatory authority reserves the right to access the supplier’s applicable areas of all facilities, at any level of the supply chain involved in the order, and to all applicable records. Reason for access may include inspection of the item on order, status of the item, or reviewing quality records pertaining to the purchase order in question.
C22	Counterfeit Prevention	Supplier must have a process in place to detect and prevent the use of counterfeit parts/materials. The holder of the VEIR Purchase Order must be the Original Equipment (component) Manufacturer (OEM) of the product or the OEM's authorized distributor with traceability to the OEM. Authorized distributors shall provide certification to OEM approved distribution. Or provide evidence of certification, or approval for the appropriate OEM of the products supplied to VEIR.
C23	Foreign Object Debris/Damage	Supplier is required to establish and maintain a Foreign Object Debris/Damage (FOD) prevention program that employs appropriate housekeeping practices to ensure timely detection and removal of residue/debris generated during operations and normal daily tasks.
C24	Control & Monitoring Requirements	VEIR maintains high expectations from suppliers on quality and On Time Delivery (OTD). VEIR will monitor these levels and if either drop below the 95% threshold for existing orders, supplier will be notified and placed on probation status. If not corrected, Supplier may be disapproved altogether.
C25	Change Notification	Supplier is to notify VEIR of changes in product and or process, change of materials, change of drawing or specifications, changes of suppliers, changes of manufacturing facility location and, where required, obtain VEIR’s approval.
C26	REACH Compliance	VEIR confirms our commitment to ensuring compliance with the REACH regulation (EC) No 1907/2006 and its subsequent amendments. If this Purchase Order is intended for use for an EU-based customer, it is contingent upon the Supplier’s compliance with REACH requirements i.e., not including any chemicals on the EU list of substances of very high concern (SVHC).
C27	Environmental Compliance	The Supplier/Contractor is required to comply with all statutory, regulatory and other environmental legal requirements. If environmental operating permits are required, Supplier/Contractor must provide either a copy of ISO 14001 registration certificate or a copy of applicable permits. Supplier/Contractor must notify the VEIR of any environmental violations, incidents, or loss of permits. Supplier/contractor must be insured.