TERMS AND CONDITIONS OF SALE AND FIELD SERVICES

INDUSTRIAL AUTOMATION SOLUTIONS LLC

Effective Date: January 1, 2023

Last Updated: March 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.

The Service Order or Quote describes the intended scope, functionality, and general system approach, but shall not be interpreted as requiring IAS to use the exact component brands, model numbers, quantities, or configurations listed where IAS provides equivalent or improved functionality. 

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, PAYMENT, PURCHASE ORDERS 

Buyer shall pay Industrial Automation Solutions, LLC (“IAS”) for all Field Services at the rates specified in the applicable Service Order, including portal-to-portal travel time, lodging, and reimbursable expenses.

Products are billed at prices in effect at the time of shipment. Unless otherwise stated in writing, all invoices are due Net 30 from the invoice date.

For projects or orders with a total value exceeding $15,000.00 USD, a non-refundable deposit of fifty percent (50%) of the total project cost is due upon written approval, execution of the Service Order, or submission of a purchase order, whichever occurs first. The remaining fifty percent (50%) balance is due upon project completion and prior to final system handoff, delivery of final documentation, or system acceptance, unless otherwise agreed to in writing by IAS.

All Purchase Orders (POs) submitted to Industrial Automation Solutions LLC (“IAS”) constitute a binding agreement and authorization to proceed with procurement, engineering, and/or fabrication activities.

Once a PO is received and accepted by IAS, it is non-cancelable except upon written agreement by IAS.

In the event that a PO is canceled after acceptance, the customer agrees to the following:

The customer shall be responsible for full payment of all costs incurred by IAS, including but not limited to purchased materials, equipment, engineering time, programming time, labor, and any third-party commitments.

At a minimum, the customer agrees to pay 50% of the total PO value or the total cost of purchased components and incurred expenses, whichever is greater.

Any custom, non-returnable, or special-order items will be billed at 100% of their cost.

IAS reserves the right to continue work and enforce the terms of the original agreement unless a cancellation is formally approved in writing.

8. Late Payment and Remedies

Past-due balances shall accrue interest at a rate of 18% per annum (1.5% per month), calculated daily, or the maximum rate permitted by law, whichever is less.

In addition to accrued interest, IAS may assess a late payment administrative fee of $150 per invoice.

IAS reserves the right to suspend services, pause work, withhold system handoff, documentation, software, remote access, passwords, reports, or other deliverables.

 programming files, or access until all outstanding balances are paid in full.

Buyer shall be responsible for all reasonable collection costs, including attorneys’ fees, court costs, and collection agency fees, incurred by IAS in enforcing payment.

9. 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.

10. 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.

Any freight, shipping, delivery, handling, fuel surcharge, liftgate, storage, special delivery, or carrier-related charge shown on a Quote is an estimate unless expressly stated in writing as a fixed shipping price.

Customer is responsible for actual and reasonable freight, shipping, delivery, and carrier-related charges incurred by IAS. If actual shipping or freight costs differ from the amount shown on the Quote, IAS may invoice Customer for the actual cost incurred, including reasonable handling or administrative costs.

IAS is not responsible for increased shipping costs caused by carrier rate changes, fuel surcharges, freight reclassification, delivery location requirements, incorrect shipping information, limited-access delivery, missed delivery, storage, special handling, expedited shipping, vendor shipping changes, or other carrier-related charges outside IAS’s control.

11. 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, utility issues, shipping delays, third-party vendor delays, governmental actions, or emergencies.

12. INTELLECTUAL PROPERTY

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

13. 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.

14. 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.

15. GOVERNING LAW

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

16. 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.

17. ENGINEERING REVISIONS, SUBSTITUTIONS, AND SYSTEM IMPROVEMENTS

Customer acknowledges that automation, controls, instrumentation, and process systems may require engineering adjustments, component substitutions, design revisions, or configuration changes during procurement, fabrication, programming, installation, commissioning, or startup.

IAS reserves the right to substitute, combine, modify, or replace proposed components, instruments, devices, materials, software methods, control strategies, or system layouts with equivalent or improved alternatives when IAS determines, in its reasonable technical judgment, that such changes improve system performance, reliability, availability, safety, serviceability, integration, lead time, or overall functionality.

Such substitutions or revisions may include, but are not limited to, replacing multiple instruments with a combined-function device, changing sensor types, changing control hardware, modifying wiring methods, revising panel layouts, updating programming methods, or using alternate manufacturers or model numbers.

Any substituted or revised component shall be commercially reasonable and intended to provide substantially similar or improved functionality compared to the originally proposed item. Minor engineering revisions, substitutions, or improvements shall not be considered a change in scope, breach of the Quote, or grounds for cancellation, refund, back charge, or rejection of the Products or Services.

IAS will not be required to obtain prior written approval for substitutions or revisions that do not materially reduce the intended functionality of the system. Changes that materially reduce system capability or materially increase the contract price shall require written approval from Customer.

18. NETWORK, INTERNET CONNECTION, AND REMOTE ACCESS

Customer acknowledges that certain IAS systems may require a reliable internet, network, cellular, Wi-Fi, Ethernet, or server connection for full functionality, including but not limited to remote access, monitoring, alerts, reporting, diagnostics, updates, backups, support, and data transmission.

Unless otherwise stated in writing, Customer is responsible for providing and maintaining the required internet connection, network connection, firewall permissions, cabling, routers, switches, cellular service, IP addresses, usernames, passwords, and any other site network infrastructure necessary for the system to operate as intended.

IAS shall not be responsible for limited functionality, missed notifications, unavailable remote access, delayed support, loss of data transmission, unavailable reports, or additional service costs caused by unavailable, restricted, unreliable, or improperly configured internet, network, cellular, server, or third-party communication services.

Failure by Customer to provide or maintain required connectivity shall not be considered a defect, warranty issue, or failure of IAS’s Products or Services.

20. CUSTOMER SITE READINESS, EXISTING EQUIPMENT, AND ADDITIONAL WORK

Customer is responsible for ensuring that the work area, utilities, power, network access, internet access, equipment access, shutdown windows, permits, piping, drains, water, air, lift equipment, safety access, and other site conditions required for IAS to perform the work are ready and available as scheduled.

IAS is not responsible for defects, failures, unsafe conditions, obsolete equipment, incorrect wiring, undocumented changes, network restrictions, damaged components, or performance limitations related to Customer-provided equipment, existing equipment, existing wiring, existing programming, existing panels, existing mechanical systems, or third-party systems unless specifically included in the Quote.

Any work not expressly included in the applicable Quote or Service Order, including additional troubleshooting, programming, wiring, documentation, training, return trips, design changes, added devices, customer-requested changes, or work caused by site conditions, shall be considered additional work and may be billed at IAS’s standard rates plus materials and expenses unless otherwise agreed to in writing.

21. SEVERABILITY

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

22. ACCEPTANCE OF TERMS

Acceptance of any quote, service order, invoice, authorization to proceed, purchase order, Product, Field Service, 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