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Terms and Conditions

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STANDARD TERMS AND CONDITIONS

Last updated March 31st, 2025

SCOPE AND APPLICABILITY

These Standard Terms and Conditions (these “Terms”), together with the Terms of Use, shall apply to and govern (i) each transaction for the purchase and sale of goods, products and supplies (“Goods”) initiated by the submission of an order through POWER/MATION’s website or mobile application, (ii) any quotations, orders, and invoices made directly with POWER/MATION for any Goods, or (iii) any quotations, orders, and invoices made directly with POWER/MATION for any services provided by POWER/MATION (“Services”) (each and collectively or separately referred to as an “Order”). You (“Customer”) agree that by submitting any type of Order through the POWER/MATION website or mobile application or otherwise, you have read, understood, and agreed to be bound by these Terms and the Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND THE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM SUBMITTING AN ORDER THROUGH THE POWER/MATION WEBSITE. ANY ADDITIONAL, DIFFERENT OR CONFLICTING TERMS AND CONDITIONS ON ANY DOCUMENT, PURCHASER ORDER, NOTICE OR COMMUNICATION ISSUED BY YOU TO POWER/MATION AT ANY TIME ARE HEREBY OBJECTED TO AND REJECTED BY POWER/MATION, SHALL BE WHOLLY INAPPLICABLE TO YOUR ORDER, AND SHALL NOT BE BINDING IN ANY WAY ON POWER/MATION.

QUOTATIONS

A POWER/MATION quotation may be accepted by Customer in writing within thirty (30) days from its date or within the period of time otherwise stated in the quotation, whichever is less Verbal quotations are only valid on the calendar day on which they are given unless confirmed with a written quotation on that calendar day. All quoted and existing order prices are subject to change with written notice. Prices charged are those in effect at the time of quote or order unless written notice provided. Customer agrees to pay such prices, subject to any Customer specific pricing and transaction related charges. Prices may increase before shipment in the event POWER/MATION’s costs increase. If delivery is delayed at Buyer’s request beyond the originally scheduled delivery date, prices are subject to revision. Products invoiced and held by POWER/MATION’s at Customer’s request will be held at Customer’s sole risk and expense above and beyond the purchase price, including but not limited to storage and handling charges. A POWER/MATION quotation is an offer for Customer to buy. Customer’s acceptance of a POWER/MATION quotation is subject to these Standard Terms and Conditions. POWER/MATION is not required to accept Customer’s order. POWER/MATION reserves the right to refuse or cancel any order, even if POWER/MATION has already requested or received payment (any such payment received by POWER/MATION will be promptly returned). Any Customer purchase order shall not result in an agreement unless and until such order is accepted by POWER/MATION and acknowledged by it or its authorized representative, and such order or POWER/MATION acceptance shall be subject to these Standard Terms and Conditions. IN THE EVENT THAT CUSTOMER’S PURCHASE ORDER, ACCEPTANCE, OR OTHER WRITTEN COMMUNICATION STATES TERMS ADDITIONAL TO OR DIFFERENT FROM THESE STANDARD TERMS AND CONDITIONS, THESE STANDARD TERMS AND SHALL PREVAIL, AND THE TERMS AND CONDITIONS OF CUSTOMER’S PURCHASE ORDER, ACCEPTANCE, OR OTHER WRITTEN COMMUNICATION SHALL BE OF NO FORCE OR EFFECT.

ONLINE ORDERS

Customer’s submission of an Order through POWER/MATION’s website or mobile application is subject to these Terms. POWER/MATION is not required to accept Customer’s Order. As further specified in the Terms of Use, POWER/MATION reserves the right to refuse or cancel any Order, even if POWER/MATION has already requested or received payment (provided, such payment received by POWER/MATION will be promptly returned). Any Customer Order shall not result in an agreement unless and until such Order is accepted by POWER/MATION and acknowledged by it or its authorized representative, and such acceptance shall be subject to these Terms. Any acceptance by POWER/MATION shall be deemed to have occurred in the State of Minnesota. IN THE EVENT THAT THE CUSTOMER’S PURCHASE ORDER, ACCEPTANCE, OR OTHER WRITTEN COMMUNICATION STATES TERMS ADDITIONAL TO OR DIFFERENT FROM THESE TERMS, THESE TERMS SHALL PREVAIL, AND THE TERMS AND CONDITIONS OF THE CUSTOMER’S PURCHASE ORDER, ACCEPTANCE, OR OTHER WRITTEN COMMUNICATION SHALL BE OF NO FORCE OR EFFECT.

CHANGES:

A “Change Order” must be created to cover any changes or additions requested by Customer at any time during the order fulfilment of the Goods or performance of the Services. A Change Order may affect the sales price of the Goods and/or may impact the Services completion date.

CUSTOMER RESPONSIBILITIES

  • Abide by all applicable laws, regulations, and legal
  • Promptly notify POWER/MATION of any changes to the design of Customer’s product or related equipment after an Order has been placed.
  • Provide a primary and all necessary contacts to POWER/MATION that will handle all communications regarding the Goods or Services.
  • Provide knowledgeable personnel to attend design and/or project review meetings, and Customer will have a responsible member of Customer’s company to approve in writing all designs made by POWER/MATION.
  • Provide timely answers to
  • Provide timely supporting documentation when
  • Power/mation, at its discretion, may require customer witness and signoff acceptance of any “Specially Fabricated Good” in a facility of Power/mations choosing prior to shipment. In the event of this requirement, the customer must furnish an authorized representative to approve and accept the system as witnessed or document, in writing, the reasons for not accepting in which case subsequent acceptance sessions may be required. Costs associated with the attendance of a representative at any acceptance sessions are at the expense of the customer. The customer, at their discretion, may refuse this requirement. Upon refusal of this requirement, the customer agrees to accept the decision of the responsible Power/mation Engineer as the approval to ship the “Specially Fabricated Goods”.
  • Provide trained operators to safely and correctly operate
  • Provide a safe working environment for POWER/MATION personnel and POWER/MATION’s contractors during the installation and start-up of the Services.
  • Supply of and connection to utilities as (e.g. 120VAC, 60Hz).

CANCELLATION OF SERVICES

Cancellation of the Services or of any Specially Fabricated Goods will not relieve the Customer’s liability for payment for any such Order. In the event Customer finds it necessary to cancel the Order for Services or Specially Fabricated Goods before the completion or prior to the delivery, Customer will be held responsible for all liabilities incurred from the date of the Order acknowledgement up to the date of cancellation. Furthermore, Customer will be held responsible for liabilities incurred in termination of the Specially Fabricated Goods and/or Services included in a proposal, Incurred liabilities include, but are not limited to: Engineering, Engineering Design, Labor, Programming, Custom Fabrication, Project Specific Purchases, and non-returnable components.

ITEMS NOT INCLUDED IN QUOTE

Applicable sales tax will not be included in any quote; and will be billed accordingly.

Unless otherwise stated in a quote, any trouble shooting of power connections, field devices, network connections and communications, reject mechanisms, machine control systems, and/or other equipment not specified within the quote will be billed at POWER/MATION standard time and material rates.

Unless otherwise specified in a quote, travel and lodging will not be covered in any quote, and any travel and lodging expenses, if required, shall be billed accordingly.

PAYMENT TERMS

Unless otherwise stated on POWER/MATION’s invoice, payment shall be due within thirty (30) days from the date of POWER/MATION’s invoice. Payment for all Goods purchased through POWER/MATION’s website or mobile application shall be due in full at the time Customer’s Order is submitted. If Customer has applied for and been provided with a POWER/MATION line of credit, then, subject to any limitations on such line of credit and except as otherwise provided below, Customer’s payment shall be due within thirty (30) days from the date of POWER/MATION’s invoice (or such other period of time as expressly agreed to by POWER/MATION in a writing signed by its authorized representative). Payment for Goods and/or Services must be made in U.S. Dollars. Any amount payable by Customer and not paid when due shall bear interest, payable on demand, until such past-due amount is paid in full at the lower of 18.00% per annum or the highest rate allowed by law. Customers not fully paying open invoices in agreed upon terms are subject to being placed on hold and future orders being delayed. Customer agrees to pay all fees, costs and expenses incurred by POWER/MATION in collecting amounts due, including but not limited to attorney fees and expenses whether or not an action or other formal dispute resolution proceeding is commenced. All Customers paying via credit card subject to 3% handling charge. POWER/MATION reserves the right to change credit and payment terms when, in POWER/MATION’s opinion, Customer’s financial condition does not justify the making of any shipment or the provision of services on the terms specified herein. In such event, POWER/MATION may elect to make a shipment C.O.D. or on a cash in advance basis, suspend performance, or revoke its acceptance of Customer’s order. Customer credits not applied in 90 days will be applied to the oldest outstanding invoices or refunded to customer. If a manufacturer requires a deposit or payment in full at the time of order placement, those same requirements will be passed on to the Customer, which requirements Customer hereby accepts. Payments by Customer shall be applied first to POWER/MATION’s accrued unpaid costs of collection, then to accrued unpaid interest, and then to principal and other fees, charges, and costs. Any taxes or import duties imposed by the laws of any country, dominion, state, territory, province, municipality or other authority, which POWER/MATION may be required to pay or to reimburse or remit to others by reason of the ownership, use or sale of any goods or services delivered hereunder will be added to the purchase price, either as a separate item or included in the invoice price of the Goods or Services, or will be included in the online checkout or invoice price of the Goods, as the law may require or POWER/MATION may determine.

SHIPPING, TITLE, RISK OF LOSS, AND DELIVERY

Unless otherwise stated on POWER/MATION’s quotation or POWER/MATION’s order acknowledgment form, all shipments from POWER/MATION are made F.O.B. POWER/MATION’s shipping point. Title and risk of loss shall pass to Customer upon delivery to the carrier at POWER/MATION’s shipping point, unless shipping via POWER/MATION’s freight program or upon delivery to the carrier at the manufacturer’s shipping point if the Goods are shipped directly from the manufacturer to Customer. Unless agreed to in writing by Customer and POWER/MATION, Goods will be shipped by the method and via carrier that POWER/MATION believes dependable. The carrier is not an agent of POWER/MATION. POWER/MATION will not be liable for any damage to Goods while such Goods are in transit. POWER/MATION shall have no responsibility or liability for Goods shipped directly from the manufacturer.

ACCEPTANCE

Goods and services shall be inspected by Customer upon delivery and any use of the Goods and/or Services for purposes other than inspection or testing during this period shall be considered a complete acceptance by Customer (“Acceptance”). If the Goods and/or Services fail to conform in any way, the Customer shall notify POWER/MATION in writing within three (3) days of delivery, which notice must specify the nonconformity. Failing to provide such notification within three (3) days after delivery of the Goods and/or Services shall be conclusively deemed acceptance by customer in all respects.

DELIVERY DATES

Customer acknowledges and agrees that stated delivery schedules or dates are good faith estimates only and not a commitment to deliver on specific dates. Such delivery schedules or dates are approximate and are contingent on product availability, manufacturers’ estimated factory schedules, and certain other conditions prevailing at the time of placement of an Order or POWER/MATION will attempt to ship Goods or provide Services within any estimated times it provides, or as reflected at checkout when an Order is submitted on the website or mobile application, but will not be liable for any delay. POWER/MATION IN ANY EVENT SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR OTHERWISE, SUFFERED OR INCURRED BY CUSTOMER AS A RESULT OF ANY DELAY IN SHIPMENT, DELIVERY, OR PERFORMANCE, EVEN IF POWER/MATION WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Delay in delivery of any shipment of Goods or performance of any Services shall not relieve Customer of its obligations to accept and pay for such shipment, Goods, or any Services. If POWER/MATION learns that Goods cannot be shipped within the estimated times, POWER/MATION will attempt to notify Customer of the new estimated ship date. POWER/MATION reserves the right to make delivery and require payment in separate installments when due, without regard to subsequent deliveries. For items on backorder, POWER/MATION may ship whenever the Goods become available without notice to Customer.

RETURN POLICY

All claims for shortages or errors must be made before Acceptance is deemed to have occurred (as provided above), must be in writing, and must specify with particularity the nonconformity. Returns require prior written authorization from POWER/MATION and are subject to the then effective Return Material Policy of POWER/MATION and return fees (including without limitation applicable restocking fees) as provided on POWER/MATION’s web site at powermation.com/returns-policy. No credit or refunds will be given for Goods returned without prior written authorization from POWER/MATION. See return policy for items specifically excluded from returns.

EXCUSED PERFORMANCE

Performance by POWER/MATION is excused when there is any contingency beyond the reasonable control of POWER/MATION (including but not limited to Acts of God, inability to obtain materials or energy on terms considered practical by POWER/MATION, governmental actions, legislation or labor difficulties or pandemic) which interferes with POWER/MATION’s procurement or distribution of Goods or performance of Services hereunder. Without limiting the generality of the foregoing, Customer acknowledges and agrees that each of the following shall be deemed to be beyond POWER/MATION’s reasonable control: strikes, lockouts, or other labor disputes or difficulties (whether involving the workforce of POWER/MATION or any other person), failure of a utility service or transport or telecommunications network, inability to obtain materials or energy on terms considered practical by POWER/MATION, endemic, pandemic, acts of nature, fire, flood, tornado, storm, war, riot, civil commotion, malicious damage, any change in law or governmental order, rule, regulation or direction, accident, breakdown of machines or default of suppliers, carriers, sub-contractors or service providers. POWER/MATION’s contractual obligations may be modified by POWER/MATION as necessary to sustain business at a commercially practicable level, including but not limited to POWER/MATION’s use of alternate sources of supply and POWER/MATION’s cancellation or modification of existing Orders. POWER/MATION may impose surcharges due to sudden increases in POWER/MATION’s costs for obtaining transportation, fuel or Goods. Such surcharges will be added to the purchase price to be paid by Customer.

MANUFACTURERS WARRANTY

POWER/MATION (A) DOES NOT MANUFACTURE THE GOODS IT SELLS AND MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES THEREON OR WITH RESPECT THERETO AND SELLS THE GOODS AS-IS, WHERE-IS AND (B) MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES REGARDING ITS SERVICES OR THOSE OF ANY SUBCONTRACTOR AND PROVIDES ALL SUCH SERVICES AS-IS, WHERE-IS. (POWER/MATION MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR CONDITION, AND HEREBY DISCLAIMS ANY AND ALL SUCH IMPLIED WARRANTIES THAT MAY ARISE BY OPERATION OF LAW OR OTHERWISE. If there is a manufacturer’s warranty with respect to Goods acquired by Customer from POWER/MATION, POWER/MATION is not a party to such warranty and such warranty is between the manufacturer and the Customer, although POWER/MATION will reasonably assist with Customer’s efforts to pursue a manufacturer’s warranty.

POWER/MATION IMPLIED WARRANTY

Materials fabricated by POWER/MATION and related workmanship (the “Materials”) is guaranteed for one (1) year from the date of delivery (the “Warranty”); however, such Warranty explicitly excludes any commercially purchased components that are warranted by the original equipment manufacturers’ warranty and guarantees. Such Warranty is valid only under proper installation, use, care, and maintenance of the Materials. All defects must be reported to POWER/MATION within the warranty period, and must be attributable to faulty materials or workmanship. Any freight and/or labor associated with the replacement of the Materials is the responsibility of the Customer. Any tampering, modifications, additions, changes or work performed on the Materials not authorized in writing by POWER/MATION will null and void the Warranty and any obligation pertaining to its guarantee.

LIMITATION OF DAMAGES AND REMEDIES

UNDER NO CIRCUMSTANCES WILL POWER/MATION BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUE, BUSINESS OR OPPORTUNITY, OR ANY LOSS OCCASIONED BY DELAY IN DELIVERY OR PERFORMANCE) SUFFERED OR INCURRED BY CUSTOMER AS A RESULT OF OR IN CONNECTION WITH CUSTOMER’S ORDER, THE GOODS OR SERVICES PURCHASED THEREBY AND/OR ANY ACT OR FAILURE TO ACT BY POWER/MATION OR ITS EMPLOYEES, AGENTS OR CONTRACTORS (WHETHER SUCH DAMAGES ARISE FROM BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS FOR, OR LEGAL THEORY OF, LIABILITY. Customer’s sole remedies from POWER/MATION with respect to Goods or Services purchased hereunder shall be, to the extent applicable and qualifying (a) replacement of the Goods purchased hereunder in compliance with, and subject to, the terms of the paragraph entitled “Return Policy” above, or (b) if allowed in POWER/MATION’s sole discretion upon return of the Goods from Customer to POWER/MATION, a return of the pro-rated purchase price paid for the Goods or a credit (not to exceed the purchase price paid) against the unpaid purchase price of other goods delivered or to be delivered to Customer. FURTHERMORE AND WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL POWER/MATION’S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID TO POWER/MATION BY THE CUSTOMER FOR THE GOODS AND SERVICES. The foregoing is intended as a complete allocation of the risks between POWER/MATION and Customer, and Customer hereby agrees that the remedies set out herein are exclusive.

INDEMNIFICATION

To the fullest extent permitted by law, Customer shall indemnify, defend and hold harmless POWER/MATION from and against any and all damages, including without limitation any damage to or destruction of property of, or death of or bodily injury to, persons, , caused or contributed to by (i) the act or omission, fault, or negligence of Customer or any of Customer’s respective employees, agents, or representatives, under, in connection with, or otherwise relating to these Terms; or (ii) by the failure of Customer to comply with the terms of these Terms.

THIRD PARTY PROVIDERS AND ASSIGNMENT BY POWER/MATION

Customer acknowledges and agrees that POWER/MATION may use subcontractors and/or third parties for Services or Goods to be provided. No quotation or any offer to sell may be assigned by Customer in whole or in part without POWER/MATION’s prior written consent. Any attempted assignment by Customer without such consent shall be void.

GOVERNING LAW; JURISDICTION; NO JURY TRIAL

All Orders and these Terms shall be governed by, and construed in accordance with, the laws of the State of Minnesota without regard to its conflict of law provisions. [Customer (1) agrees that any suit, action or other legal proceeding arising out of or related to the sale of Goods or other performance by POWER/MATION to Customer shall be brought only in the Ramsey County, Minnesota District Court or the U.S. District Court for the Minnesota; (2) consents to the jurisdiction of each such court in any such suit, action or other legal proceeding; and (3) waives any objection which Customer may have to the venue of any suit, action or proceeding in any of such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. CUSTOMER WAIVES THE RIGHT TO A JURY TRIAL.]

TIME LIMIT FOR BRINGING ANY SUIT

In addition to the other limitations contained herein, any suit, action or other legal proceeding arising out of or related to the sale of Goods or other performance by POWER/MATION to Customer must be filed and formally commenced (and if not, shall be deemed irrevocably waived) within one (1) year following the date on which the Order was invoiced to which such proceeding relates was first submitted to POWER/MATION; provided, the foregoing time limit shall not apply to any suit, action or other legal proceeding brought by POWER/MATION to enforce Customer’s payment obligations hereunder or to collect any past-due amounts.

TERMINATION BY POWER/MATION

If Customer fails to fulfill any of its payment obligations, POWER/MATION may suspend performance and delivery. Any cost incurred by POWER/MATION due to such suspension, including but not limited to storage costs, shall be payable by Customer upon submission of POWER/MATION’s invoices. Performance of POWER/MATION’s obligations shall be extended during Customer’s non-fulfillment of any part of the payment terms (whether or not POWER/MATION suspends performance) and such additional time as may be necessary. If the Customer does not correct such failure in a time and manner satisfactory to POWER/MATION, POWER/MATION may, at its option, terminate the transaction as to Goods not delivered and services not yet performed. If Customer becomes bankrupt or insolvent, or if any proceeding is brought against Customer, voluntarily or involuntarily, under the bankruptcy laws or any insolvency laws, POWER/MATION shall be entitled to terminate the transaction as to Goods not delivered and services not yet performed. Customer shall pay POWER/MATION its reasonable termination charges in the event of any such termination. POWER/MATION’s rights under this paragraph are in addition to, and not in lieu of, any additional rights provided to POWER/MATION hereunder or by law or in equity.

CANCELED ORDERS

A Customer’s Order, once submitted through POWER/MATION’s website or mobile application, may only be canceled or altered by Customer with POWER/MATION’s express written consent. In the event that Customer cancels an Order for any reason, Customer will be charged a cancellation charge consisting of the percentage of the work performed and material costs incurred by POWER/MATION prior to the notice of termination from Customer compared to the purchase price, plus any actual direct costs incurred by POWER/MATION resulting from cancellation. Cancellation charges associated with Orders for custom goods or special orders specifically manufactured or sourced to Customer’s specification will equal the actual purchase price of the affected Goods.

ASSIGNMENT BY POWER/MATION

POWER/MATION may use subcontractors and/or third parties for services or Goods to be provided. No Order, quotation or any offer to sell may be assigned by Customer in whole or in part without POWER/MATION’s prior written consent. Any attempted assignment by Customer without such consent shall be void.

THIRD PARTY CONTRACT OBLIGATIONS OF CUSTOMER

In the event that Customer has obligated itself with any third party for the completion of any portion of any project in which POWER/MATION’s Goods or services will be used, Customer and POWER/MATION agree that POWER/MATION is not a party to such obligation, and POWER/MATION does not assume and shall not have any liability or obligation under or arising from any such obligation of the Customer. Customer releases and agrees to defend, indemnify, and hold POWER/MATION harmless for any claims or demands of any nature whatsoever related to any obligation, risk, liability or responsibility which was or is Customer’s under any contract, or which was assumed by Customer, towards any third party involving the Goods or services supplied by POWER/MATION.

AMENDMENT TO THESE TERMS

No alteration, variation, amendment, modification or waiver of any of these Terms between Customer and POWER/MATION shall be binding unless expressly stated in writing and signed by an authorized officer of POWER/MATION. POWER/MATION reserves the right to modify these Terms at any time and for any reason. POWER/MATION will alert customers to any such change by updating the “Last updated” date set forth above on these Terms. These Terms, as in effect at the time an Order is submitted, will govern the transaction initiated thereby.