TERMS AND CONDITIONS OF SALE AND FIELD SERVICES

INDUSTRIAL AUTOMATION SOLUTIONS LLC

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”).
  
  

• “Buyer” or “Customer” means the person, partnership, company, or corporation purchasing Products and/or Services from IAS.
  
  

• “Field Service” means installation, inspection, servicing, commissioning, programming, troubleshooting, alteration, repair, replacement, or technical assistance related to equipment or systems.
  
  

• “Products” means automation systems, panels, components, parts, materials, or equipment sold or supplied by IAS.
  
  

• “Service Order / Quote” means any written proposal, estimate, service order, or authorization to proceed issued by IAS.
  
  

2. SCOPE AND CONTRACT FORMATION

All Products and Field Services are offered solely under these Terms and Conditions. IAS expressly rejects any additional or different terms proposed by Buyer unless agreed to in writing by IAS.

Acceptance occurs upon Buyer’s written acceptance, authorization to proceed, direction to commence work, acceptance of Products or Services, or payment of any portion of an invoice.

These Terms and Conditions, together with the applicable Service Order or Quote, constitute the entire agreement between the parties.

3. FIELD SERVICE WARRANTY

IAS warrants that Field Services will be performed in accordance with generally accepted industry standards for services of a similar nature for a period of ninety (90) days from completion.

IAS’s sole obligation and Buyer’s exclusive remedy shall be, at IAS’s option, re-performance of the non-conforming portion of the Field Service.

4. PRODUCT WARRANTY

IAS transfers to Buyer any transferable manufacturer warranties applicable to Products sold. IAS makes no other warranties, express or implied.

ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

IAS’s sole obligation shall be, at its option, repair, replacement, or refund of the purchase price of the affected Product.

5. LIMITATION OF LIABILITY AND DOWNTIME DISCLAIMER

NOTWITHSTANDING ANYTHING TO THE CONTRARY, INDUSTRIAL AUTOMATION SOLUTIONS LLC (“IAS”) SHALL NOT BE LIABLE FOR ANY LOSS OF PRODUCTION, LOSS OF PRODUCT, LOSS OF USE, LOSS OF OPERATING TIME, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE, OR FAILURE TO MEET PRODUCTION OR DELIVERY SCHEDULES, WHETHER DIRECT OR INDIRECT.

IAS SHALL NOT BE RESPONSIBLE FOR SCRAPPED MATERIAL, SPOILED PRODUCT, REWORK, PROCESS INTERRUPTIONS, OR COSTS ASSOCIATED WITH PLANT DOWNTIME, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE.

IN NO EVENT SHALL IAS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

TOTAL LIABILITY ARISING FROM ANY CLAIM SHALL NOT EXCEED THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCTS OR FIELD SERVICES GIVING RISE TO THE CLAIM.

6. NON-CANCELABLE / NON-RETURNABLE PRODUCTS

Products that are custom-built, programmed, modified, special-order, or otherwise non-standard are Non-Cancelable and Non-Returnable once ordered.

7. COMPENSATION, INVOICING, AND PAYMENT

Buyer shall pay IAS for Field Services at the rates specified in the Service Order, including portal-to-portal travel time, lodging, and expenses.

Products are billed at the prices in effect at the time of shipment. Invoices are due Net 30, unless otherwise stated.

Past-due balances accrue interest at 18% APR or the maximum permitted by law.

8. TAXES

Buyer is responsible for all applicable sales, use, excise, and similar taxes unless Buyer provides a valid tax exemption certificate or direct payment certificate.

9. DELIVERY, TITLE, AND RISK OF LOSS

Title and risk of loss pass to Buyer upon delivery to the carrier unless otherwise stated. Delivery dates are estimates only.

10. FORCE MAJEURE

IAS shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, labor disputes, material shortages, transportation delays, governmental actions, or emergencies.

11. INTELLECTUAL PROPERTY

All software, programs, drawings, schematics, and documentation provided by IAS remain the intellectual property of IAS unless expressly transferred in writing.

12. INDEMNIFICATION

Buyer agrees to indemnify, defend, and hold IAS harmless from claims arising from misuse, improper application, unauthorized modification, or integration of Products or Services into Buyer’s systems.

13. EXPORT CONTROL COMPLIANCE

Buyer agrees to comply with all applicable U.S. export control and sanctions laws. IAS will not ship to restricted parties or embargoed regions.

14. GOVERNING LAW

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

15. NON-REFUNDABLE DOWN PAYMENTS

All down payments, deposits, or advance payments made to Industrial Automation Solutions LLC are non-refundable.

Down payments are applied toward scheduling, engineering, procurement of materials, and allocation of resources. In the event of cancellation, delay, suspension, or termination by Buyer for any reason, the down payment shall be forfeited and retained by IAS.

16. SEVERABILITY

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

17. ACCEPTANCE OF TERMS

Acceptance of any quote, service order, invoice, authorization to proceed, or payment constitutes full acceptance of these Terms and Conditions.

Industrial Automation Solutions LLC
Lafayette, Louisiana
📞 440-840-4180
© 2023 - 2026 Industrial Automation Solutions LLC