Versatile Mold and Design, Inc.

Terms and Conditions of Sale

1. Definitions.

Certain capitalized terms used in these Terms and Conditions of Sale (“T&Cs”) are defined below. Other capitalized terms will have the meaning given to them in these T&Cs or in the applicable Order.

1. “Buyer” means the person or entity purchasing or receiving Goods from Versatile.


2. “Force Majeure Event” means any event beyond a Party’s reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, strikes, labor disruptions, embargoes, government actions, or shortages of labor, materials, or services despite commercially reasonable efforts.


3. “Goods” means molds, mold components, molded parts and any other tangible items sold by Versatile to Buyer pursuant to an Order.


4. “Invoice” means a written billing statement from Versatile to Buyer for Goods.


5. “Order” means a purchase order, purchase agreement, or other written document between Buyer and Versatile for the sale of Goods or Services.


6. “Party” refers to either Versatile or Buyer individually; “Parties” refers to both together.


7. “Services” means any services provided by Versatile under these T&Cs, including preventative maintenance and repairs on molds and molding components.


8. “Specifications” means the designs, drawings, blueprints, materials, tolerances, performance criteria, or other technical requirements provided by Buyer for the design and manufacture of Goods or performance of Services.


9. “Versatile” means Versatile Mold and Design, Inc.

2. Purpose and Scope; Updating T&Cs.

1. Purpose and Scope. These T&Cs apply to all sales of Goods and Services by Versatile to Buyer. They govern every Order that Versatile accepts. When Buyer sends a purchase order, request, or other similar document, it is treated as an offer. That offer becomes a binding Order only if Versatile accepts it, either by sending a written confirmation, starting work on the Goods or on the performance of the Services, or taking other steps that clearly show acceptance. These T&Cs take precedence over any conflicting or additional terms in any Order, purchase order, or other document issued by Buyer, unless Versatile explicitly agrees to such terms in writing. If Buyer includes other terms, or tries to change these T&Cs, those changes will not apply unless Versatile agrees to them in writing. These T&Cs may be included or linked in Versatile’s quotes, Order confirmations, invoices, or other communications. By placing an Order, accepting a quote, or receiving Goods or Services, Buyer agrees to follow these T&Cs.


2. Updating T&Cs. Versatile may update these T&Cs from time to time by posting a revised version on its website. Each Order will be governed by the version in effect on the date Versatile accepts an Order, as shown by the “LAST UPDATED” date on the T&Cs. By submitting an Order, Buyer agrees to be bound by the version of the T&Cs then in effect. That version will continue to apply to all aspects of that Order, including delivery, payment, warranties, and dispute resolution, even if the T&Cs are later updated.

3. Quotations; Pricing.

1. Quotations. Versatile’s quotes, proposals, and estimates are for reference only. They are not binding offers and may be changed or withdrawn at any time before Versatile accepts an Order. If any quote, proposal, or estimate is ever treated as a binding offer, it is subject to these T&Cs and any terms stated in that document.


2. Pricing.
   1. Prices. Prices for Goods and Services will be as stated in the applicable Order or otherwise provided in writing by Versatile. Unless stated otherwise, prices may change at any time before Versatile accepts the Order. If a price is described as “firm” or “held” through a certain date, that price will apply to Orders accepted before that date.
   
   
   2. Adjustments Due to Cost Increases. If, after accepting an Order, Versatile experiences an increase of more than 10% in the cost of raw materials, components, labor, tariffs, or other inputs due to circumstances beyond its reasonable control, it may adjust the price accordingly. Versatile will notify Buyer in writing before delivery and, upon request, will provide reasonable documentation to support the adjustment. The Parties will work together in good faith to address any concerns before the Order is completed.
   
   
   3. Taxes. Buyer is responsible for all applicable sales, use, excise, value-added, or similar taxes, duties, or charges related to the sale, delivery, or use of the Goods or Services, excluding taxes based on Versatile’s net income. If Versatile pays any such taxes on Buyer’s behalf, Buyer will promptly reimburse any such amounts upon request.
   
   

4. Specifications.

1. Buyer-Provided Specifications. Buyer is responsible for providing complete and usable Specifications for the Goods. Versatile will manufacture the Goods based on those Specifications. If Buyer fails to do so, Versatile may suspend work on the Order without liability until the Specifications are received.


2. Specification Infringement. Buyer will not submit any Specifications that infringe, misappropriate, or otherwise violate a third party’s intellectual property rights.


3. Tolerances. Versatile may make minor adjustments or substitutions in materials, components, or manufacturing methods, as long as the Goods substantially conform to the Specifications. This means that small changes to materials or processes are allowed, as long as the end product still meets the key requirements.

5. Intellectual Property and Ownership.

1. Buyer-Owned Specifications and Molds. Buyer owns the Specifications it provides and any Goods that Versatile manufactures for Buyer based on those Specifications, but only after full payment for those Goods has been received by Versatile.


2. Versatile Intellectual Property and Improvements. Anything Versatile already owns or developed before working with Buyer remains Versatile’s property, including designs, processes, or know-how. Versatile also owns any general knowledge, know-how, skills, process or product improvements, or efficiencies it develops while working on Buyer’s Orders, even if they were influenced by Buyer’s Specifications or feedback. Buyer does not have any rights to those developments and may not use, claim ownership of, or limit how Versatile uses them in the future. This does not affect Buyer’s ownership of its own Specifications or the Goods described in Section 5(a).

6. Cancellation.

Buyer may not cancel any accepted Order without Versatile’s prior written agreement, which will include the terms of cancellation and compensation to Versatile. Unless the Order includes a specific cancellation schedule, Buyer must pay Versatile for all costs already incurred, such as materials, labor, engineering, and outside services, plus a reasonable mark-up for overhead and profit. Buyer is also responsible for any return shipping and insurance costs.

7. Payment and Credit.

1. Payment Terms. Buyer must pay each invoice from Versatile within 30 days of the invoice date. Late payments will accrue interest at the lower of 18% per year or the highest rate allowed by law. Versatile may also recover reasonable costs related to collection, including attorney’s fees. These charges do not apply to amounts that Buyer disputes in good faith, so long as Buyer provides written notice explaining the dispute within 15 days of the invoice date and works with Versatile to resolve it. Any amount not specifically disputed must still be paid on time. If a dispute remains unresolved after 30 days, Versatile may require payment of the disputed amount.


2. Credit Terms. Versatile may extend credit to Buyer at its sole discretion. Unless otherwise stated in an Order, all payments must be made in U.S. dollars by wire transfer, ACH, check, or by a confirmed letter of credit from a major U.S. bank. Versatile may also require advance or progress payments. Versatile may modify or revoke credit terms at any time, with reasonable notice, including if Buyer is late making payments or if Versatile has good faith concerns about Buyer’s financial position. In such cases, Versatile may require immediate or advance payment and is not responsible for any resulting costs or delays.


3. Defaults and Financial Risk. If Buyer fails to make a required payment or experiences a serious financial event (such as bankruptcy, insolvency, or receivership), Versatile may, at its option:
   1. delay further delivery of Goods or Services,
   
   
   2. cancel open Orders, or
   
   
   3. require adequate assurances that Buyer can meet its obligations before continuing.
   
   
   If payment is not made, Versatile may retrieve the unpaid Goods from the Buyer’s site, to the extent allowed by law.

8. Shipping, Delivery, and Risk of Loss.

1. Incoterms. All sales are made Ex Works (Incoterms® 2020).


2. Shipping and Timing. Buyer is responsible for all costs related to shipping, insurance, customs, handling, and delivery from Versatile’s facility to Buyer’s location. Buyer may reasonably approve Versatile’s choice of carrier, shipping method, and insurance, and such approval will not be unreasonably delayed or withheld. Versatile will make good faith efforts to meet estimated delivery dates, but those dates are not guaranteed. If Buyer delays in providing schedules, materials, or information, Versatile may extend delivery dates as needed. Buyer may not reject delivery because of these delays or Force Majeure events. If Buyer does not provide shipping instructions, Versatile may select a reasonable shipping method and ship freight collect.


3. Title and Risk of Loss. Ownership, title, and risk of loss transfer to Buyer when the Goods are handed over to the carrier at Versatile’s facility.


4. Packaging. Unless agreed otherwise in writing, pricing includes standard packaging for shipments within the continental U.S. (excluding Hawaii and Alaska). Extra charges may apply for crating or international packaging.


5. Partial Shipments. Versatile may deliver Goods in separate shipments and invoice each one individually, unless the Parties agree otherwise. A delay in one shipment does not excuse Buyer from accepting or paying for the others.

9. Inspection and Claims.

Buyer must inspect all Goods within 10 business days of delivery. If any Goods are defective, nonconforming, or do not meet the Order, Buyer must notify Versatile in writing within that period. For any Goods lost or damaged in transit, Buyer must submit a claim directly with the carrier. If Versatile does not receive timely written notice of issues (other than shipping-related damage), the Goods will be deemed accepted, and Buyer will waive any related claims.

10. Warranty, Limitations, Remedies, and Disclaimers.

1. Warranty for Goods. Versatile warrants to the original Buyer that the Goods will be free from defects in materials and workmanship under normal use and in accordance with Versatile’s instructions, for a period of 1 year from the date the Goods are delivered to the carrier (the “Goods Warranty Period”). If any Goods do not meet this warranty during the Goods Warranty Period, then Versatile will, at its option, repair or replace the defective Goods at no charge to Buyer. Replacement parts will be covered only for the remainder of the original Goods Warranty Period. Buyer must return the defective Goods to Versatile at Buyer’s expense unless otherwise agreed in writing. If Versatile confirms that the Goods are covered under warranty, it will reimburse Buyer for reasonable return shipping and pay the outbound shipping for the repaired or replacement Goods.


2. Warranty for Services. Versatile warrants to Buyer that all Services provided under these T&Cs will:
   1. be performed in a good and workmanlike manner, consistent with generally accepted industry standards; and
   
   
   2. meet the requirements set forth in the applicable Order.

   This warranty is valid for 90 days after the completion of the Services (the “Services Warranty Period”). Buyer’s sole and exclusive remedy for a valid claim made during the Services Warranty Period is the re-performance of the non-conforming Services at Versatile’s expense. The Goods Warranty Period and the Services Warranty Period are collectively referred to as the “Warranty Period”.

3. Warranty Limitations. These warranties do not apply if the problem, defect, or non-conformance is caused by:
   1. improper installation, use, or maintenance (unless done by Versatile);
   
   
   2. alterations by anyone other than Versatile;
   
   
   3. failure to notify Versatile of the issue within a reasonable time;
   
   
   4. parts, materials, or equipment provided by Buyer; or
   
   
   5. failure to follow Versatile’s storage or handling instructions.
   
   
4. Third-Party Products. Versatile does not provide any warranties for products or components it did not manufacture. If Versatile receives a third-party manufacturer’s warranty that is enforceable by Versatile, it will pass that warranty along to Buyer to the extent permitted. Versatile is not responsible for the content or enforcement of any third-party warranties but will reasonably assist Buyer in submitting a claim under them.


5. NO OTHER WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, VERSATILE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.


6. Time Limit for Making Breach Claims. All warranty claims must be submitted during the applicable Warranty Period. Claims made after that time will not be accepted.

11. Indemnification.

1. Versatile Indemnity. Versatile will indemnify, defend, and hold harmless Buyer from and against any third-party claims, and any related losses, damages, or costs (including reasonable legal fees), to the extent they arise from:
   1. a defect in the design or manufacture of the Goods that results in personal injury, death, or property damage, except to the extent such claim arises from the Specifications provided by Buyer; or
   
   
   2. a claim that the Goods, as manufactured and supplied by Versatile, infringe a third party’s intellectual property rights, except where the alleged infringement arises from or relates to Specifications provided by the Buyer.
   If such infringement claim is made, or in Versatile’s reasonable opinion, is likely to be made, then it may, at its option and expense:
   1. procure the right for the Buyer to continue using the Goods;
   
   
   2. modify or replace the Goods to be non-infringing;
   
   
   3. accept return of the Goods and refund the purchase price.
   
   
   The foregoing are the Buyer’s sole and exclusive remedies for an infringement claim.


2. Buyer Indemnity. Buyer will indemnify, defend, and hold harmless Versatile and its officers, directors, employees, and agents from and against any third-party claims, and any related losses, damages, or costs (including reasonable legal fees), to the extent they arise from Buyer’s:
   1. misuse or unauthorized modification of the Goods;
   
   
   2. combination or use of the Goods with products or components not provided or authorized by Versatile; or
   
   
   3. Specifications, including, without limitation, any claims that the Goods infringe a third party’s intellectual property rights, as described in Section 4(b).
   
   
3. Indemnification Procedures. The indemnified party must promptly notify the indemnifying party in writing of any claim. The indemnifying party may assume control of the defense and settlement of the claim, including choosing legal counsel. The indemnified party may participate in the defense at its own expense. The indemnifying party may not settle a claim without the indemnified party’s written consent unless the settlement:
   1. involves only monetary payment by the indemnifying party, and
   
   
   2. includes a full release of the indemnified party.
   
   
   A delay in providing notice will not relieve the indemnifying party of its obligations unless the delay materially harms its ability to defend the claim.

12. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, VERSATILE AND ITS AFFILIATES, EMPLOYEES, SUBCONTRACTORS, AND OTHER REPRESENTATIVES (COLLECTIVELY, “RELATED PARTIES”) WILL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, BUT IS NOT LIMITED TO:

• LOST PROFITS, LOST BUSINESS, OR LOSS OF GOODWILL;


• LOST USE OF EQUIPMENT OR FACILITIES;


• DELAYS IN SHIPPING OR DOWNTIME CAUSED BY EQUIPMENT ISSUES.

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF VERSATILE WAS ADVISED THAT SUCH DAMAGES COULD OCCUR.

IF VERSATILE OR ITS RELATED PARTIES ARE FOUND LIABLE FOR ANY CLAIM, THEIR TOTAL LIABILITY FOR ANY DAMAGES WILL NOT EXCEED THE AMOUNT BUYER PAID FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS BEFORE THE EVENT OCCURRED.

ANY CLAIM ARISING OUT OF THESE T&CS OR ANY ORDER MUST BE BROUGHT WITHIN 1 YEAR OF THE DATE THE LIABILITY AROSE. ANY CLAIM NOT BROUGHT WITHIN THAT TIME IS WAIVED.

THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE.

13. Mutual Confidentiality.

1. Protection of Confidential Information. Each Party that receives non-public information from the other (the “Receiving Party”) agrees to treat that information as confidential. This includes anything clearly marked as confidential or that reasonably should be considered confidential under the circumstances (“Confidential Information”). The Receiving Party agrees to:
   • use reasonable care to protect the Confidential Information; and
   
   
   • not share it with others except as permitted below:
     1. employees, affiliates, or contractors who need to know it for business reasons and are under similar confidentiality obligations; or
     
     
     2. as otherwise allowed below.
     
     
   At the written request of the Party disclosing Confidential Information (the “Disclosing Party”), the Receiving Party will promptly return or destroy all Confidential Information in its possession, including copies and summaries. The only exceptions are if the Receiving Party is legally required or reasonably needs to keep records for internal compliance, in which case, confidentiality obligations remain in effect for as long as the information is retained. Further, if the Receiving Party is required by law, regulation, subpoena, or court order to disclose any Confidential Information, it may do so, provided it gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonably cooperates with any efforts by the Disclosing Party to limit or protect the disclosure. Unless otherwise agreed in writing, the obligations in this Section will survive for a period of 5 years after the expiration or termination of the last Order subject to these T&Cs, except with respect to any Confidential Information that qualifies as a trade secret under applicable law, which shall remain protected for as long as it remains a trade secret.


2. Exceptions. Confidential Information does not include information that the Receiving Party can show:
   1. was lawfully received from another source not under a duty of confidentiality;
   
   
   2. became public through no fault of the Receiving Party; or
   
   
   3. was independently developed without using or referring to the Disclosing Party’s Confidential Information.
   
   


3. Prior Agreements. If the Parties have already signed a separate confidentiality or non-disclosure agreement before an order under these T&Cs, that agreement will control if it directly conflicts with this section. Otherwise, this section applies in full.

14. Miscellaneous.

1. Entire Agreement. These T&Cs, along with any related Orders, Order confirmations and their exhibits or attachments, are the complete agreement between the Parties for the subject matter they cover. They replace any earlier written or verbal agreements, including any terms listed on a purchase order, invoice, or online form. Those other terms are expressly rejected, even if a user is required to click to accept them.


2. Force Majeure. Neither Party will be liable for delays or failures to perform its obligations if such delay or failure is caused by a Force Majeure Event (except for Buyer’s obligation to make timely payments). The affected Party must promptly notify the other Party and provide a good faith estimate of the impact, including the expected duration of the delay. The affected Party must also use reasonable efforts to mitigate the impact and resume performance as soon as reasonably possible.


3. Amendments. Any updates or changes to these T&Cs must be in writing and signed by both Parties.


4. Waivers and Legal Remedies. If either Party does not enforce a right under these T&Cs right away, that does not mean they are giving up that right. All legal and equitable remedies remain available unless otherwise stated.


5. Governing Law and Venue. These T&Cs are governed by the laws of the State of Georgia. Any legal disputes will be handled in state or federal courts located in Georgia. Each Party agrees to this location, unless one is seeking temporary injunctive relief elsewhere.


6. Invalid Terms and Adjustments. If any part of these T&Cs is found to be invalid or unenforceable, it will be limited or interpreted to fulfill its intended purpose as much as the law allows. The rest of the T&Cs will remain in effect. If local laws provide rights or limitations beyond what is written here, those laws will only apply to the extent required.


7. Independent Contractors. The Parties are independent contractors. These T&Cs do not create a partnership, joint venture, or similar relationship. There are no third-party beneficiaries to these T&Cs or an applicable Order.


8. Assignments. Neither Party can transfer its rights or obligations under these T&Cs without the other Party’s written consent, except that Versatile may assign the agreement to an affiliate.


9. Interpretation. Unless the context requires otherwise, “including” (and any of its derivative forms) means “including, but not limited to”.


10. Exclusion of International Sale Convention. The Parties agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to these T&Cs or any related Orders.


11. Survival. Any terms of these T&Cs that by their nature should survive termination or expiration, including, but not limited to, those related to payment obligations, intellectual property, confidentiality, limitations of liability, dispute resolution, and governing law, will remain in effect even after the agreement ends.


12. Notices. Notices must be in writing and sent by personal delivery, mail, or email with confirmation of receipt, unless another method is specified in an Order. Notices should be sent to the addresses listed in the Order. For notices to Versatile, send a copy to:
    
    The Heico Companies, LLC
    ATTN: Legal Department – Attorney for Versatile Mold and Design, Inc.
    27501 Bella Vista Parkway
    Warrenville, IL 60555

LAST UPDATED: July 23, 2025