TERMS AND CONDITIONS OF SALE AND FIELD SERVICES

INDUSTRIAL AUTOMATION SOLUTIONS LLC

SUPPLIER PURCHASE TERMS AND CONDITIONS

Effective Date: January 1, 2023

Last Updated: January 1, 2026

1. DEFINITIONS

Where the context permits, the following terms shall have the meanings indicated:

“Company” means Industrial Automation Solutions LLC (“IAS”).

“IAS” means Industrial Automation Solutions LLC, the purchaser of Products and/or Services under an IAS Purchase Order.

“Supplier” means any vendor, distributor, manufacturer, contractor, subcontractor, freight provider, or service provider supplying Products and/or Services to IAS.

“Products” means parts, materials, equipment, components, panels, devices, software, licenses, supplies, or other goods purchased by IAS.

“Services” means any labor, technical support, programming, design, engineering, fabrication, installation, troubleshooting, repair, commissioning, freight, delivery, or other services supplied to IAS.

“Purchase Order” or “PO” means any written purchase order, order request, approval, or written authorization issued by IAS.

2. SCOPE AND CONTRACT FORMATION

All Products and Services purchased by IAS are purchased solely under these Supplier Purchase Terms and Conditions unless otherwise agreed to in writing by IAS.

Supplier’s acceptance of an IAS Purchase Order, shipment of Products, ordering of materials, performance of Services, or issuance of an invoice constitutes acceptance of the Purchase Order and these Supplier Purchase Terms and Conditions.

IAS expressly rejects any additional, different, or conflicting terms contained in Supplier’s quote, order acknowledgment, invoice, packing slip, website, credit application, or any other document unless specifically approved by IAS in writing.

3. PURCHASE ORDER CONTROLS

The IAS Purchase Order controls the approved part numbers, descriptions, quantities, pricing, freight terms, tax treatment, shipping address, billing address, delivery requirements, and payment terms.

No change to the Purchase Order is valid unless approved by IAS in writing.

Supplier shall not rely on verbal approvals for price changes, substitutions, freight charges, shipping changes, tax changes, or additional fees.

4. PRICING AND ADDITIONAL CHARGES

All pricing must match the approved Purchase Order.

Supplier shall not increase pricing or add any charge without prior written approval from IAS.

All freight charges, shipping charges, taxes, handling charges, credit card fees, processing fees, packaging fees, minimum order fees, expedite fees, fuel surcharges, tariff charges, or other additional charges must be communicated to IAS and approved in writing before shipment or fulfillment.

IAS is not responsible for any unapproved price increases, freight charges, taxes, substitutions, fees, or invoice amounts that do not match the approved Purchase Order.

5. FREIGHT, SHIPPING, AND DELIVERY CHARGES

If freight or shipping is not specifically listed and approved on the Purchase Order, Supplier must provide the freight cost to IAS and obtain written approval before shipment.

Supplier shall not ship using a more expensive carrier, freight class, delivery method, or expedited service without written approval from IAS.

Supplier is responsible for any additional freight, re-delivery, address correction, storage, handling, or re-routing charges caused by Supplier error, incorrect shipment, incorrect address, incorrect documentation, or failure to follow the Purchase Order instructions.

6. APPROVED SHIPPING ADDRESS

Supplier must ship only to the ship-to address listed on the IAS Purchase Order.

Shipments to any other address are not authorized unless approved by IAS in writing.

Supplier is responsible for all costs, delays, loss, tax issues, re-routing costs, and delivery issues caused by shipment to an incorrect or unauthorized address.

7. PACKING SLIPS AND SHIPMENT DOCUMENTS

All packing slips, shipment documents, bills of lading, and delivery paperwork must reference the IAS Purchase Order number.

Packing slips shall not include pricing unless specifically requested by IAS.

Shipment documents must match the approved Purchase Order, including part numbers, quantities, descriptions, and ship-to address.

8. INVOICES AND PAYMENT

Invoices must reference the IAS Purchase Order number and must match the approved Purchase Order pricing, freight, taxes, quantities, and payment terms.

IAS may reject or delay payment of invoices that do not reference the correct PO number, do not match the approved PO, include unapproved charges, or are missing required documentation.

Payment of an invoice does not waive IAS’s right to dispute incorrect, duplicate, nonconforming, defective, or unapproved charges.

9. TAXES

Supplier must calculate sales tax, use tax, and similar taxes based on the correct ship-to location and applicable law.

Supplier is responsible for correcting invoices where tax was charged incorrectly due to Supplier error, incorrect address usage, or failure to follow the Purchase Order.

IAS is not responsible for penalties, interest, or additional costs caused by Supplier’s incorrect tax calculation or use of an unauthorized address.

10. NO SUBSTITUTIONS

No substitutions, alternate brands, equivalent parts, revised models, rebuilt parts, refurbished parts, used parts, open-box items, gray-market items, or items with different specifications may be supplied without prior written approval from IAS.

If an item is unavailable, discontinued, backordered, delayed, or replaced by a newer model, Supplier must notify IAS before shipping any alternate item.

IAS may reject any unauthorized substitution at Supplier’s expense.

11. PARTIAL SHIPMENTS AND BACKORDERS

Supplier shall not make partial shipments or backorder items unless approved by IAS in writing.

If partial shipment is approved, Supplier must clearly identify shipped items, backordered items, expected delivery dates, and any additional freight charges before shipment.

IAS is not responsible for additional freight charges caused by unauthorized partial shipments.

12. DELIVERY DATES

Supplier must notify IAS immediately if Supplier cannot meet the requested or confirmed delivery date.

Delivery dates are material to IAS’s project schedules.

IAS may cancel any undelivered portion of the Purchase Order if delivery is delayed beyond the agreed date unless otherwise agreed in writing.

13. TITLE AND RISK OF LOSS

Unless otherwise stated on the Purchase Order, title and risk of loss remain with Supplier until Products are delivered to and received at the approved IAS ship-to location.

Supplier remains responsible for Products that are lost, damaged, misdelivered, incorrectly shipped, or delivered to an unauthorized address before receipt by IAS.

14. INSPECTION AND ACCEPTANCE

IAS has the right to inspect all Products and Services after delivery or completion.

Receipt of Products, payment, or use of Products does not constitute final acceptance.

IAS may reject Products or Services that are damaged, defective, incomplete, late, incorrect, substituted, counterfeit, not new, not genuine, not properly documented, or otherwise not in compliance with the Purchase Order.

15. REJECTION AND RETURNS

If Products or Services are rejected, Supplier shall, at IAS’s option, promptly replace the Products, repair the Products, re-perform the Services, issue a full credit or refund, or arrange return shipment at Supplier’s expense.

Supplier is responsible for all freight, handling, labor, removal, replacement, rework, and other reasonable costs caused by incorrect, defective, damaged, late, or nonconforming Products or Services.

16. WARRANTY

Supplier warrants that all Products supplied to IAS are new, genuine, merchantable, free from defects, free from liens, not counterfeit, and conform to all descriptions, specifications, drawings, samples, datasheets, quotes, and Purchase Order requirements.

Supplier further warrants that all Products are suitable for the intended purpose when that purpose is known to Supplier.

Supplier shall pass through all applicable manufacturer warranties to IAS and shall assist IAS with warranty claims, replacements, credits, repairs, or technical support.

17. COUNTERFEIT AND NON-GENUINE PRODUCTS

Supplier shall not provide counterfeit, altered, misrepresented, gray-market, unauthorized, or non-genuine Products.

Supplier is responsible for all costs, damages, replacement costs, project delays, customer claims, and related expenses caused by counterfeit or non-genuine Products.

18. PRODUCT DOCUMENTATION

Supplier shall provide all applicable manuals, datasheets, certificates of conformity, test reports, safety data sheets, calibration certificates, software licenses, warranty information, and other documentation requested by IAS or required for the supplied Products or Services.

19. SOFTWARE, LICENSES, PASSWORDS, AND ACCESS

Any software, firmware, passwords, license keys, activation codes, configuration files, programming files, or access credentials purchased by IAS must be provided to IAS unless specifically restricted in writing before purchase.

Supplier shall not lock IAS out of purchased systems, software, equipment, configuration access, or programming access unless such limitation was clearly disclosed and approved by IAS before purchase.

20. CONFIDENTIALITY

Supplier shall keep confidential all IAS drawings, quotes, pricing, customer information, project information, designs, programs, specifications, processes, and business information.

Supplier shall not disclose IAS information to any third party except as necessary to fulfill the Purchase Order.

21. IAS-OWNED MATERIALS AND INFORMATION

All drawings, specifications, samples, parts, programs, documents, tools, fixtures, materials, or information supplied by IAS remain the property of IAS.

Supplier shall use IAS property only for fulfilling the Purchase Order and shall return it upon request.

22. WORK PRODUCT AND CUSTOM DELIVERABLES

Unless otherwise agreed in writing, all custom drawings, schematics, programs, designs, documentation, reports, configuration files, and other deliverables specifically created for IAS under the Purchase Order shall be the property of IAS upon payment.

Supplier shall not reuse, sell, publish, or disclose custom IAS project materials without written approval from IAS.

23. SERVICES PERFORMED BY SUPPLIER

If Supplier performs Services, installation, troubleshooting, programming, fabrication, commissioning, or field work, Supplier shall perform the work in a professional and workmanlike manner using properly trained personnel.

Supplier is responsible for following all applicable safety rules, site rules, OSHA requirements, electrical codes, lockout/tagout requirements, and customer facility requirements.

24. INSURANCE FOR ON-SITE WORK

For any work performed at an IAS location, IAS customer site, or project site, Supplier shall maintain appropriate insurance coverage, including general liability, workers’ compensation, auto liability, and any other coverage reasonably required by IAS or the customer site.

Supplier shall provide proof of insurance upon request.

25. INDEMNIFICATION

Supplier agrees to indemnify, defend, and hold harmless IAS, its owners, employees, customers, and representatives from claims, damages, losses, costs, penalties, delays, injuries, property damage, defective products, warranty claims, liens, or expenses arising out of Supplier’s Products, Services, negligence, misconduct, breach of the Purchase Order, or failure to comply with these Supplier Purchase Terms and Conditions.

26. NO LIENS

Supplier shall not file or permit any lien, claim, or encumbrance against IAS, IAS’s customer, project property, equipment, or job site arising from Supplier’s work, Products, Services, subcontractors, or materials.

Supplier shall promptly remove any lien or claim caused by Supplier or Supplier’s subcontractors.

27. COMPLIANCE WITH LAWS

Supplier shall comply with all applicable federal, state, and local laws, regulations, codes, safety standards, export control laws, sanctions rules, labor laws, tax laws, and environmental requirements.

Supplier shall not provide Products or Services in violation of any applicable law or regulation.

28. ASSIGNMENT AND SUBCONTRACTING

Supplier shall not assign the Purchase Order or subcontract material portions of the work without prior written approval from IAS.

Supplier remains fully responsible for the acts, omissions, Products, and Services of any approved subcontractor.

29. CANCELLATION

IAS may cancel all or part of a Purchase Order before shipment or before Services are performed.

Supplier may not charge cancellation, restocking, or non-cancelable fees unless those fees were clearly disclosed in writing and approved by IAS before the Purchase Order was issued.

Custom, special-order, or non-returnable items must be clearly identified by Supplier before IAS issues the Purchase Order.

30. OVERPAYMENTS AND CREDITS

Any overpayment, duplicate payment, credit, rebate, refund, or billing correction owed to IAS shall be promptly refunded or credited to IAS.

IAS may offset credits, refunds, disputed amounts, or overpayments against amounts owed to Supplier.

31. DISPUTED AMOUNTS

IAS may withhold payment of any disputed amount, including charges related to incorrect pricing, unapproved freight, tax errors, substitutions, damaged goods, missing items, defective Products, or nonconforming Services.

Payment of undisputed amounts does not waive IAS’s right to dispute the remaining amount.

32. FORCE MAJEURE

Neither party shall be liable for delays caused by events beyond its reasonable control, provided the affected party gives prompt notice and makes reasonable efforts to reduce the delay.

This does not excuse Supplier’s obligation to notify IAS of delays, protect IAS-owned materials, or refund amounts for undelivered Products or unperformed Services.

33. GOVERNING LAW

These Supplier Purchase Terms and Conditions shall be governed by the laws of the State of Louisiana.

34. SEVERABILITY

If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.

35. ACCEPTANCE OF TERMS

Acceptance of any IAS Purchase Order, shipment of Products, performance of Services, ordering of materials, or issuance of an invoice constitutes full acceptance of these Supplier Purchase Terms and Conditions.

Industrial Automation Solutions LLC
Lafayette, Louisiana
📞 440-840-4180
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