Terms and Conditions

1.1 Standard Payment Schedule

Unless the applicable Sales Order expressly provides otherwise, the following payment schedules apply.

Systems installed by VersaBuilt or an authorized VersaBuilt installer:

• Fifty percent (50%) of the total purchase price is due upon Buyer’s acceptance of the Sales Order.
• An additional forty percent (40%) of the total purchase price is due prior to shipment.
• The remaining ten percent (10%) is due upon Acceptance of the System.

Systems installed by Buyer:

• Fifty percent (50%) of the total purchase price is due upon Buyer’s acceptance of the Sales Order.
• The remaining fifty percent (50%) is due prior to shipment.

VersaBuilt will not begin ordering project-specific components, engineering, assembly, integration, or other preparation of the System until Buyer has accepted the Agreement and the initial fifty percent (50%) payment has been received in cleared funds, unless VersaBuilt expressly authorizes otherwise in writing.

VersaBuilt is not obligated to ship or release a System until all amounts designated as due prior to shipment have been received in cleared funds.

Payment terms specifically stated in the Sales Order control over the standard payment schedules above.

1.2 Deferred Payment and Credit Terms

Any Net 30, Net 15, or other payment term allowing Buyer to receive possession of equipment before payment in full constitutes an extension of commercial credit by VersaBuilt.

Credit terms are available only when expressly stated in the applicable Sales Order or otherwise approved in writing by VersaBuilt.

An extension of credit does not waive or limit VersaBuilt’s security interest or any other right or remedy under the Agreement or applicable law.

VersaBuilt may establish, reduce, suspend, or revoke unused credit based upon Buyer’s payment history, creditworthiness, financial condition, or other commercially reasonable factors.

Where permitted by applicable law, VersaBuilt may require reasonable assurance of payment before further performance or shipment if VersaBuilt reasonably believes payment is impaired.

1.3 Payment Method

All amounts shall be paid in U.S. Dollars by ACH, wire transfer, check, credit card, or another method approved by VersaBuilt.

Credit card payments may be subject to a processing fee to the extent permitted by applicable law.

1.4 Due Dates

Invoices are due upon receipt unless the Sales Order or invoice expressly specifies another due date.

Amounts required prior to shipment must be received in cleared funds before shipment unless VersaBuilt expressly waives that requirement in writing.

1.5 Late Payment

Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

Buyer shall reimburse VersaBuilt for reasonable costs of collecting delinquent amounts, including reasonable attorneys’ fees, repossession costs, and collection expenses, to the extent permitted by law.

1.6 No Setoff

Buyer shall pay amounts when due without deduction, withholding, or setoff based upon warranty claims, counterclaims, punch-list items, or other disputes, except to the extent expressly authorized by the Agreement or required by applicable law.

A material nonconformity properly raised under the Acceptance provisions may affect the applicable Acceptance milestone, but immaterial punch-list or warranty items do not excuse payment of otherwise due amounts.

1.7 Cancellation

Buyer may not cancel an order after VersaBuilt has begun procurement, engineering, assembly, integration, or other material performance except with VersaBuilt’s written consent.

If VersaBuilt approves a cancellation, Buyer shall be responsible for noncancelable commitments, components purchased or ordered, work performed, supplier cancellation and restocking charges, reasonable overhead attributable to the order, storage and demobilization costs, and other direct damages recoverable under applicable law.

VersaBuilt may apply amounts previously paid against those obligations and shall account for any remaining balance as required by applicable law.

1.8 Taxes

Buyer is responsible for all applicable sales, use, excise, value-added, and similar taxes, and all applicable duties, tariffs, customs charges, fees, and similar governmental charges arising from the sale, delivery, installation, or use of the System, excluding taxes imposed on VersaBuilt’s net income.

2.1 Description of System

The equipment, components, software, accessories, and services included in the System are those identified in the applicable Sales Order.

2.2 Installation and Training

When installation or training is included, VersaBuilt will provide those services as stated in the Sales Order.

Buyer is responsible for providing timely access to the facility, a properly prepared CNC machine, electrical power, compressed air, network access where required, personnel, utilities, lifting or rigging assistance where specified, and all other infrastructure reasonably necessary to complete installation and training.

Delays resulting from Buyer’s failure to provide required facilities, equipment, access, personnel, or infrastructure shall not constitute a delay by VersaBuilt.

2.3 Acceptance

When the Sales Order includes an Acceptance milestone, “Acceptance” occurs upon the earliest of:

1. Buyer’s written acceptance of the System;
2. successful completion of any acceptance test expressly specified in the Sales Order;
3. Buyer’s use of the System for production or other beneficial commercial use; or
4. five (5) business days after VersaBuilt notifies Buyer that installation is substantially complete, unless Buyer provides VersaBuilt within that period with written notice describing a material nonconformity that substantially prevents the System from performing the functionality expressly identified in the Sales Order.

Minor deficiencies, cosmetic issues, documentation items, training items, or other punch-list matters that do not materially prevent the System from performing its intended function shall not delay Acceptance.

If Buyer timely identifies a material nonconformity, VersaBuilt shall have a reasonable opportunity to correct it. Acceptance shall occur when the material nonconformity has been corrected.

2.4 Risk of Loss

Unless the Sales Order expressly provides otherwise, risk of loss or damage passes to Buyer when the System is delivered to the carrier at VersaBuilt’s facility in Boise, Idaho.

Transfer of risk of loss does not terminate or impair any security interest held by VersaBuilt.

2.5 Title and Reservation of Security Interest

Before delivery, title to equipment remains with VersaBuilt.

To the extent applicable law provides that title passes upon shipment or delivery notwithstanding an attempted retention of title, any reservation or retention of title by VersaBuilt shall be treated as a reservation of a security interest and shall not limit the express security interest granted below.

VersaBuilt does not rely upon retention of title as a substitute for its rights under Article 9 of the Uniform Commercial Code.

2.6 Grant of Security Interest

Whenever any amount attributable to a System remains unpaid when Buyer obtains possession of the System, Buyer hereby grants VersaBuilt a security interest in that System.

The collateral includes, as applicable:

• the industrial robot and robot controller;
• robot mounting equipment;
• VersaCart or other infeed, outfeed, and material-handling equipment;
• grippers and workholding supplied with the System;
• electrical and control equipment;
• peripheral equipment and accessories;
• attachments, additions, substitutions, replacements, and replacement parts; and
• identifiable proceeds and insurance proceeds of the foregoing.

The collateral described above is referred to as the “Collateral.”

The security interest secures all payment obligations arising from the applicable Sales Order, including the unpaid purchase price, interest, and reasonable expenses of collection and enforcement to the extent permitted by applicable law.

To the extent permitted by applicable law, the parties intend VersaBuilt’s security interest to constitute a purchase-money security interest in the Collateral.

2.7 Authorization to File Financing Statements

Buyer expressly authorizes VersaBuilt to prepare and file one or more UCC financing statements, amendments, continuations, and other records reasonably necessary to perfect, maintain, or evidence VersaBuilt’s security interest in the Collateral.

Buyer shall provide VersaBuilt with its correct legal name, jurisdiction of organization, organizational information, business address, and other information reasonably necessary for filing.

While secured obligations remain unpaid, Buyer shall promptly notify VersaBuilt of any change in its legal name, jurisdiction of organization, organizational structure, or other information that could materially affect VersaBuilt’s security interest.

2.8 Protection of Collateral

Until all secured obligations relating to a System have been paid in full, Buyer shall not sell, transfer, lease, pledge, encumber, conceal, or otherwise dispose of the Collateral without VersaBuilt’s prior written consent.

Buyer shall not relocate the Collateral to another facility without providing VersaBuilt prior written notice, and shall not relocate the Collateral outside the United States without VersaBuilt’s prior written consent.

2.9 Release of Security Interest

After all obligations secured by a financing statement have been paid in full in cleared funds, VersaBuilt will provide or file an appropriate termination statement within the time required by applicable law.

3.1 New VersaBuilt Equipment and Integration Warranty

For purposes of this Section 3, “VersaBuilt Equipment” means new hardware manufactured by VersaBuilt and any other new equipment expressly identified in the Sales Order as covered by VersaBuilt’s warranty. VersaBuilt Equipment does not include Third-Party Components, used, demonstration, refurbished, or previously installed equipment, consumable items, tooling, or normal-wear items.

Unless the applicable Sales Order expressly provides otherwise, VersaBuilt warrants for one (1) year from the date of delivery that:

1. new VersaBuilt Equipment will be free from defects in materials and workmanship under normal and intended use; and
2. integration and installation services performed by VersaBuilt will be performed in a professional and workmanlike manner and will materially conform to the functionality expressly stated in the Sales Order.

Buyer must provide VersaBuilt with written notice of an alleged covered defect during the applicable warranty period and reasonable information, cooperation, remote access where authorized by Buyer, and access to the System necessary to diagnose the reported condition.

If VersaBuilt determines that a covered defect exists, VersaBuilt may, at its option:

1. repair or rework the affected VersaBuilt Equipment;
2. replace the affected VersaBuilt Equipment with new, refurbished, or functionally equivalent equipment;
3. reperform the affected integration or installation services; or
4. refund the amount paid to VersaBuilt for the affected item or service in lieu of repair, replacement, or reperformance.

Systems are not returnable after shipment except as expressly authorized in writing by VersaBuilt.

3.2 Third-Party Components and Manufacturer Warranties

“Third-Party Components” means equipment, components, software, or technology manufactured, supplied, or licensed by a party other than VersaBuilt, including, as applicable, industrial robots, robot controllers, computers, safety devices, scanners, drives, motors, valves, sensors, communication equipment, and other original-equipment-manufacturer components incorporated into or supplied with a System.

Defects in Third-Party Components are subject to the warranties, if any, provided by their respective manufacturers, suppliers, or licensors. To the extent a third-party warranty is transferable or may be extended to Buyer, VersaBuilt will pass through or assign to Buyer the benefit of that warranty.

During the first year following delivery of a new System, VersaBuilt will provide reasonable first-line remote diagnostic support to help determine whether a reported problem appears to result from VersaBuilt Equipment, VersaBuilt’s integration or installation services, a Third-Party Component, Buyer’s equipment or process, or another cause.

When a reported problem appears to result from a Third-Party Component, VersaBuilt will provide commercially reasonable administrative assistance to Buyer in submitting a warranty claim to the applicable manufacturer, supplier, or licensor.

Unless the applicable Sales Order expressly states otherwise:

1. VersaBuilt does not provide an independent warranty for Third-Party Components;
2. VersaBuilt does not guarantee that a third-party manufacturer, supplier, or licensor will approve or timely perform a warranty claim;
3. the repair, replacement, exchange, or other remedy for a defective Third-Party Component is governed by the applicable third-party warranty; and
4. labor, travel, freight, removal, reinstallation, programming, configuration, downtime, and other costs associated with a Third-Party Component are covered only to the extent expressly provided by the applicable third-party warranty or the Sales Order.

This Section does not limit VersaBuilt’s warranty for a failure caused by defective integration or installation services performed by VersaBuilt to the extent covered by Section 3.1.

VersaBuilt may perform additional work relating to a Third-Party Component at VersaBuilt’s then-current service rates.

3.3 Used, Demonstration, or Refurbished Equipment

Used, demonstration, refurbished, or previously installed equipment is subject only to the warranty, if any, expressly stated in the applicable Sales Order.

Unless the Sales Order expressly provides a warranty for such equipment, used, demonstration, refurbished, and previously installed equipment is sold AS IS, WHERE IS, WITH ALL FAULTS, except for VersaBuilt’s warranty of title and any rights that cannot legally be disclaimed.

3.4 Warranty Exclusions

The warranty does not cover failure or damage caused by:

• misuse or operation outside published specifications;
• improper maintenance;
• unauthorized modification;
• accident, collision, crash, or abuse;
• improper installation by Buyer or another third party;
• failure of equipment not supplied by VersaBuilt;
• environmental or utility conditions outside required specifications; or
• other circumstances beyond VersaBuilt’s reasonable control.

3.5 On-Site Warranty Labor

Unless expressly included in the Sales Order, warranty coverage does not include travel or on-site labor.

VersaBuilt may elect to provide remote support, ship replacement parts, require return of a component to VersaBuilt, or offer on-site service at then-current service rates.

3.6 Return of Warranty Components

Buyer must obtain authorization and shipping instructions before returning a component.

Buyer is responsible for properly packaging returned equipment and for inbound freight unless VersaBuilt agrees otherwise.

If a claim under VersaBuilt’s warranty is approved, VersaBuilt will pay reasonable standard freight for returning the repaired or replacement VersaBuilt Equipment to Buyer. Freight and other costs associated with a Third-Party Component are governed by Section 3.2, the applicable third-party warranty, and any express provision of the Sales Order.

3.7 Exclusive Warranty Remedy

To the maximum extent permitted by applicable law, the repair, replacement, reperformance, or refund remedies expressly stated in this Section 3 are Buyer’s sole and exclusive remedies for breach of a warranty provided by VersaBuilt.

VersaBuilt may select among the applicable remedies based upon the nature of the condition, availability of replacement components, feasibility of repair, safety, cost, and other commercially reasonable considerations.

No dealer, distributor, installer, employee, representative, or other person is authorized to create or extend a warranty on behalf of VersaBuilt except through a written agreement signed by an authorized VersaBuilt representative.

3.9 General System Functionality

Buyer acknowledges that VersaBuilt CNC automation systems are generalized automation products designed to serve a range of machines, parts, and applications rather than custom-purpose machines designed around a single part or process unless the Sales Order expressly states otherwise.

Published videos, data sheets, demonstrations, cycle-time tools, capacity estimates, and examples are intended to illustrate typical functionality and are not guarantees of a particular production rate or result unless expressly incorporated into the Sales Order as a guaranteed requirement.

3.10 Cycle Times and Capacity

Cycle-time, throughput, and infeed-capacity calculations are estimates based upon assumptions including part geometry, robot trajectories, CNC door operation, workholding actuation, part-settle time, wash or air-blast cycles, and other operating conditions.

Actual results depend upon Buyer’s CNC machine, tooling, programs, processes, environment, parts, and configuration.

3.11 Mill Automation with MultiGrip

VersaBuilt Mill Automation Systems using MultiGrip technology can tend compatible CNC machines and process compatible multi-operation parts using VersaBuilt MultiGrip workholding.

Actual capabilities depend upon the configuration stated in the Sales Order and the CNC machine and application.

3.12 Lathe Automation

VersaBuilt Lathe Automation Systems are designed for compatible lathe-tending applications.

Successful operation may require appropriate chuck or collet geometry, clearance, lead-in features, push-tool capability, robot access, and other application-specific conditions.

4.1 Door Interlock Requirement

Buyer acknowledges that all CNC machines operated with VersaBuilt automation equipment must have required door interlocks and other safety devices installed, enabled, maintained, and functioning properly.

4.2 Buyer Responsibility

Buyer is responsible for maintaining CNC safety systems and for immediately discontinuing automated operation if a required interlock or safety device is damaged, disabled, bypassed, or malfunctioning.

4.3 Indemnification

To the extent permitted by law, Buyer shall indemnify and hold harmless VersaBuilt from third-party claims, liabilities, damages, losses, and expenses arising from Buyer’s disabling, bypassing, removing, or failing to maintain required CNC safety devices.

5.2 Liability Cap

To the maximum extent permitted by law, VersaBuilt’s aggregate liability arising from or relating to a Sales Order shall not exceed the total amount paid or payable to VersaBuilt under that Sales Order for the System, component, or service giving rise to the claim.

5.3 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless VersaBuilt from third-party claims, liabilities, damages, losses, and reasonable expenses arising from Buyer’s misuse, unauthorized modification, unsafe integration, or operation of the System in violation of applicable laws, safety standards, or VersaBuilt instructions.

6.1 Risk Assessment

The end user is responsible for completing a comprehensive risk assessment of the complete automation installation before production use.

6.2 System Integration

Except to the extent expressly undertaken by VersaBuilt in the Sales Order, the end user is responsible for final integration of the automation system into its manufacturing environment.

6.3 Compliance

Buyer and the end user are responsible for compliance with applicable federal, state, provincial, local, and other safety laws, regulations, codes, and industry standards at the location where the System is installed and operated.

6.4 Hazard Mitigation

Buyer shall implement appropriate guarding, interlocks, emergency stops, procedures, training, and other measures necessary to eliminate or mitigate hazards identified by the risk assessment.

7.1 FOB Boise

Unless otherwise expressly agreed in the Sales Order, shipments are FOB VersaBuilt’s facility in Boise, Idaho, USA.

7.2 Freight

Buyer is responsible for freight and transportation costs from the FOB point to the destination.

If VersaBuilt arranges shipment using VersaBuilt’s freight account at Buyer’s request, the applicable freight charge may be invoiced to Buyer.

7.3 Insurance and Transit Damage

Buyer is responsible for appropriate transit insurance after risk of loss transfers.

Buyer shall promptly inspect delivered equipment and promptly report apparent freight damage, shortage, or shipping discrepancy.

8.1 Events of Default

Buyer is in default under the Agreement if Buyer:

1. fails to pay an amount when due;
2. materially breaches the Agreement and fails to cure the breach within a reasonable period after written notice where a cure is reasonably possible;
3. sells, transfers, conceals, or improperly encumbers Collateral securing unpaid obligations; or
4. becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings, to the extent such event may lawfully constitute a default or permit enforcement.

8.2 Suspension and Acceleration

Following a default and to the extent permitted by law, VersaBuilt may:

• suspend further performance, deliveries, installation, training, or non-warranty services;
• withhold equipment remaining in VersaBuilt’s possession; and
• declare unpaid secured obligations immediately due and payable.

8.3 Possession of Collateral

Following a default, VersaBuilt may exercise all rights available to a secured party under applicable law, including taking possession of Collateral.

Buyer agrees, following default, to assemble and make Collateral available to VersaBuilt at a location reasonably convenient to both parties and to provide reasonable access for lawful inspection, shutdown, disconnection, and removal.

Nothing in the Agreement authorizes VersaBuilt to engage in conduct prohibited by law or to undertake nonjudicial repossession in a manner constituting a breach of the peace.

8.4 Disposition of Collateral

Following default and repossession, VersaBuilt may sell, lease, or otherwise dispose of Collateral in any manner permitted by applicable law.

Any disposition shall be conducted in a commercially reasonable manner and with any notice required by applicable law.

8.5 Application of Proceeds

Proceeds from disposition shall be applied in the order required by applicable law, including reasonable expenses of retaking, holding, preparing, transporting, repairing, marketing, and disposing of Collateral and reasonable legal expenses to the extent permitted by law.

Buyer remains responsible for any lawful deficiency, and any surplus shall be handled as required by applicable law.

8.6 Cumulative Remedies

VersaBuilt’s rights and remedies are cumulative. Exercise of one right or remedy does not waive another right or remedy.

10.1 Order Process, Incorporation of Terms, and Acceptance

A Quote is a nonbinding proposal unless it expressly states otherwise. Buyer’s issuance of a purchase order constitutes an offer or request to purchase the products and services described in the applicable Quote.

VersaBuilt is not bound by Buyer’s purchase order until VersaBuilt issues a Sales Order and Buyer accepts that Sales Order as provided below.

The version of these Terms identified in the Sales Order is incorporated into and forms part of the Sales Order. VersaBuilt shall provide the applicable Terms to Buyer by attachment, version-specific electronic link, or another reasonable means.

VersaBuilt’s agreement to perform is expressly conditioned upon Buyer’s assent to the Sales Order, these Terms, and any other documents expressly incorporated into the Sales Order. To the extent the Sales Order contains terms additional to or different from Buyer’s purchase order, the Sales Order constitutes a counteroffer.

Buyer accepts the Agreement by:

1. signing or electronically accepting the Sales Order;
2. providing written acknowledgment or approval of the Sales Order;
3. after receiving the Sales Order and the applicable Terms, paying the required initial payment; or
4. after receiving the Sales Order and the applicable Terms, directing VersaBuilt in writing to begin performance.

Silence alone does not constitute Buyer’s acceptance.

Notwithstanding the foregoing, if any amount attributable to a System is scheduled to remain unpaid after Buyer obtains possession of the System, Buyer must sign or electronically accept the Sales Order or a separate Deferred Payment and Security Addendum before the System is released for shipment or otherwise placed in Buyer’s possession.

VersaBuilt is not required to begin project-specific procurement, engineering, assembly, integration, or other material performance until Buyer has accepted the Agreement and the required initial payment has been received in cleared funds, unless VersaBuilt expressly authorizes otherwise in writing.

10.2 Order of Precedence

If the documents forming the Agreement conflict, the following order of precedence applies:

1. a later written amendment or addendum signed by authorized representatives of Buyer and VersaBuilt that expressly states that it modifies the Agreement;
2. negotiated special terms expressly stated in or attached to the Sales Order;
3. the Sales Order;
4. these Terms;
5. the technical scope, specifications, application assumptions, or other portions of a Quote expressly incorporated into the Sales Order by Quote number, revision, and date; and
6. other documents expressly incorporated into the Sales Order by VersaBuilt.

Buyer’s purchase order and other Buyer documents are not included in this order of precedence except for administrative information expressly accepted by VersaBuilt as provided in Section 10.3.

10.3 Buyer’s Purchase Order and Additional Terms

Any additional or different legal or contractual terms contained in Buyer’s purchase order, supplier portal, procurement system, acknowledgment, website, vendor manual, code of conduct, or other Buyer document are rejected and do not modify the Agreement unless VersaBuilt expressly accepts the specific additional or different term in a writing signed by an authorized VersaBuilt representative.

VersaBuilt may use Buyer’s purchase order for administrative information, including the purchase order number, Buyer’s legal name, billing address, shipping address, quantities, requested delivery location, and other transaction information, but only to the extent that such information is consistent with the Sales Order.

VersaBuilt’s acknowledgment of Buyer’s purchase order, issuance of a Sales Order, access to or use of a Buyer procurement portal, commencement of work, shipment of equipment, performance of services, or acceptance of payment does not constitute acceptance of Buyer’s additional or different legal or contractual terms.

No employee or representative of VersaBuilt is authorized to accept Buyer’s additional or different terms merely by entering information into a procurement system, clicking an acknowledgment box required to access a portal, or otherwise completing an administrative purchasing process.

10.4 Modification

No amendment, waiver, or modification of the Agreement is effective unless made in a writing authorized by the party against whom the amendment, waiver, or modification is asserted.

10.5 Waiver

Failure to enforce a provision on one occasion does not waive the right to enforce that provision or another provision later.

10.6 Severability

If any provision of the Agreement is held unenforceable, the remaining provisions remain effective to the maximum extent permitted by law.

10.7 Force Majeure

VersaBuilt is not liable for delays resulting from events beyond its reasonable control, including shortages of components or transportation, supplier delays, labor disruptions, governmental action, natural disasters, fire, war, terrorism, epidemic, utility interruption, or similar events.

VersaBuilt shall use commercially reasonable efforts to resume performance following such an event.

10.8 Entire Agreement

The Sales Order, these Terms, and the documents expressly incorporated into the Sales Order constitute the entire agreement between Buyer and VersaBuilt concerning the transaction and supersede prior or contemporaneous proposals, quotations, discussions, correspondence, representations, negotiations, and agreements concerning the same subject matter.

A Quote, application review, specification, drawing, proposal, email, or other pre-order document forms part of the Agreement only to the extent that the Sales Order expressly incorporates that document by title, number, revision, or date.

When a Quote is incorporated into the Agreement, it is incorporated only for the pricing, product description, technical scope, specifications, application assumptions, or other matters expressly identified in the Sales Order. Any general legal or contractual terms contained in or accompanying the Quote are superseded by the Sales Order and these Terms unless the Sales Order expressly provides otherwise.

10.9 Website Publication and Revisions

VersaBuilt may publish these Terms and revised versions of these Terms electronically. A revised version applies only to a Sales Order that identifies or incorporates that revised version.

The posting, replacement, amendment, or revision of these Terms after Buyer accepts a Sales Order does not modify the Agreement applicable to that Sales Order unless Buyer and VersaBuilt agree to the modification in accordance with Section 10.4.

The version and effective date identified in the applicable Sales Order determine which version of these Terms applies to the transaction.