TERMS AND CONDITIONS
1. Scope of Services
1.1 Vertex shall provide contract manufacturing and related technical services as requested by the Client and accepted by Vertex in a written quotation, statement of work ("SOW"), purchase order, or other written agreement (collectively, the "Order").
1.2 Services may include, but are not limited to: prototyping and engineering samples; small, medium, and low‑volume batch manufacturing; assembly and integration of electromechanical and electronic components and subassemblies; functional, environmental, and acceptance testing; refurbishment, rework, and repair; reverse engineering for repair, refurbishment, or form, fit, and function replacement when expressly authorized in writing by the Client; and related technical and engineering services.
1.3 Vertex shall perform the Services in accordance with generally accepted industry standards and the specifications agreed in the applicable Order.
2. Orders, Quotations, and Changes
2.1 Quotations are valid for thirty (30) days unless otherwise stated.
2.2 An Order becomes binding only upon written acceptance by Vertex.
2.3 Any changes shall be subject to a written change order and may result in adjustments to pricing, delivery, and lead time.
3. Pricing and Payment Terms
3.1 Prices are exclusive of taxes, duties, shipping, insurance, and customs charges unless otherwise agreed.
3.2 Payment terms are net thirty (30) days from invoice date unless otherwise stated.
3.3 Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
4. Delivery, Risk of Loss, and Title
4.1 Delivery dates are estimates unless expressly agreed as firm dates in writing.
4.2 Risk of loss transfers Ex Works (Incoterms® 2020) unless otherwise agreed.
4.3 Title transfers upon full payment.
5. Client‑Supplied Materials and Information
5.1 The Client is responsible for the accuracy and suitability of all drawings, specifications, and materials it provides.
5.2 Vertex is not responsible for defects caused by Client‑supplied designs or materials.
6. Acceptance and Rejection Procedures
6.1 The Client shall inspect Products within ten (10) business days of delivery (the "Inspection Period").
6.2 The Client shall notify Vertex in writing of any nonconformity during the Inspection Period, describing the defect in reasonable detail.
6.3 Failure to notify within the Inspection Period constitutes acceptance.
6.4 For validly rejected Products, Vertex shall, at its option, repair, replace, or re‑perform the affected Services, or refund the affected portion of the price.
7. Intellectual Property
7.1 Each party retains ownership of its pre‑existing intellectual property.
7.2 The Client owns Client‑specific deliverables upon full payment; Vertex retains its manufacturing know‑how and processes.
7.3 Reverse engineering shall be performed only when expressly authorized in writing by the Client.
8. Confidentiality, Data Security, and Cybersecurity
8.1 Each party shall keep confidential all non‑public information of the other party.
8.2 Vertex shall implement reasonable administrative, technical, and physical safeguards to protect Client data against unauthorized access, loss, or disclosure.
8.3 Vertex shall comply with applicable data protection and cybersecurity laws and maintain an information security program aligned with recognized standards (e.g., ISO 27001 or NIST).
8.4 Vertex shall notify the Client without undue delay of any confirmed data breach affecting Client data and cooperate in remediation.
9. Regulatory Compliance
9.1 Vertex shall comply with applicable regulations.
9.2 Vertex shall maintain a documented quality management system and permit reasonable audits by the Client or its regulatory representatives.
9.3 The Client is responsible for product design control, regulatory submissions, and market clearance unless otherwise agreed in writing.
10. Warranty
- 10.1 DISCLAIMER OF WARRANTIES. Vertex warrants that Services will be performed in a professional and workmanlike manner and Products will conform to agreed specifications for ninety (90) days from delivery. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VERTEX DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY PRODUCT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE PRODUCTS AND ITS FEATURES OR FUNCTIONALITY AND ANY COMMUNICATION WITH YOU IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE A WARRANTY OR REPRESENTATION. WITHOUT LIMITING THE FOREGOING, VERTEX DOES NOT WARRANT THAT PRODUCTS WILL: (I) MEET YOUR REQUIREMENTS; OR (II) BE ERROR-FREE, ACCURATE, RELIABLE OR COMPLETE.
10.2 The exclusive remedy is repair, replacement, re‑performance, or refund, at Vertex’s option.
11. Limitation of Liability
11.1 UNDER NO CIRCUMSTANCES WILL VERTEX OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OR PURCHASE OF ANY PRODUCT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE). IF, NOTWITHSTANDING THESE TERMS, VERTEX IS FOUND TO BE LIABLE, THE LIABILITY OF VERTEX I AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE FEES ACTUALLY PAID BY YOU TO VERTEX FOR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. To the extent that Vertex may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Vertex’s liability will be the minimum permitted under such applicable law.
11.2 Total liability shall not exceed the amount paid for the affected Services.
12. Indemnification
12.1 The Client shall indemnify Vertex from claims arising from Client‑supplied designs, specifications, or regulatory non‑compliance.
13. Termination
13.1 Either party may terminate for material breach by written notice not cured within thirty (30) days.
13.2 The Client shall pay for all Services performed and materials committed.
14. Force Majeure
Neither party shall be liable for failure or delay caused by events beyond its reasonable control.
15. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of the State of Florida, and disputes shall be resolved in the state or federal courts of Broward County, Florida.
16. General
These Terms and the applicable Order constitute the entire agreement and may be amended only in writing signed by both parties.
17. Binding Contracts
17.1 YOU AND VERTEX AGREE TO BE BOUND BY ELECTRONICALLY EXCHANGED SIGNATURES AND DOCUMENTS IN ACCORDANCE WITH THE UNIFORM ELECTRONIC TRANSACTION ACT OF FLORIDA. ANY DOCUMENTS OR TERMS DURING CONTRACT NEGOTIATIONS VIA EMAIL ARE MERELY DRAFTS OR TERMS FOR DISCUSSION PURPOSES AND REMAIN SUBJECT TO FINAL AGREEMENT.