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Sales Order Terms & Conditions

The following Terms and Conditions (hereinafter “Agreement”) constitute an integral part of any offer made by USAutomation to sell goods to a proposed Buyer (hereinafter “Buyer”). Buyer’s acceptance of goods pursuant to any resulting Sales Order shall operate as assent and an agreement by Buyer to all terms and conditions contained in this Agreement.

1. Sales Prices. Prices listed on the Sales Order do not include any city, state, or federal excise taxes and when applicable, those taxes will be listed as a separate charge to be paid by Buyer. If an exemption from a tax is claimed, supporting documents must be furnished by Buyer prior to delivery. Any and all sales quotations provided by USAutomation to Buyer shall automatically expire thirty (30) calendar days from the date issued.
2. Delivery and Risk of Loss. All goods shall be shipped at Buyer's expense and all shipments under the Sales Order are F.O.B. USAutomation's warehouse in Anaheim, CA. All risk of loss shall pass to Buyer at time of shipment regardless of the method of shipment that may be elected by Buyer. All products on the Sales Order must be accepted by USAutomation within 12 months of the Sales Order commencement date.
3. Terms of Payment. All payments shall be due thirty (30) days after the date of USAutomation's invoice. All payments made after thirty (30) days from the date of the invoice shall be subject to a service charge of one and one-half percent (1.5%) per month based on the outstanding balance.
4. Cancellations. Buyer may not cancel or change a Purchase Order or Sales Order without the written consent of USAutomation and in no case if the product is scheduled to ship within thirty (30) days of the request. If Buyer desires to cancel or change an open order, Buyer must deliver a written request for cancellation to USAutomation's office. USAutomation shall be entitled to cancellation charges equal to the cost of work completed and/or custom materials purchased.
5. Nonconforming Goods. Buyer shall inspect all goods delivered by USAutomation, and notify USAutomation, in writing, within ten (10) days describing the nature of any nonconformity. USAutomation shall have the right and option to repair or replace any nonconforming goods. The failure of Buyer to notify USAutomation in writing that the goods are nonconforming within ten (10) days of delivery, shall constitute acceptance of the goods and Buyer shall be liable to USAutomation for the total Sales Order price.
6. Warranties. Seller warrants that goods supplied pursuant to the Sales Order shall conform to the description therein stated and shall be free from defects in material or workmanship. This warranty shall be effective for a period of one (1) year from the date of delivery of the goods to Buyer. The Seller disclaims all other warranties, express or implied, oral or written, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.
7. Special Orders. If any goods are manufactured by USAutomation, or it’s suppliers, to meet Buyer's particular specifications or requirements, Buyer shall indemnify and hold USAutomation harmless from any and all claims arising from the purchase, use, or sale of the special goods, and from any related costs, attorneys’ fees, expenses, or liabilities incurred by USAutomation.
8. Law and Procedure. This Agreement, the Sales Orders to which it applies, and the transaction described therein shall be subject to, construed under and enforced according to the laws of the State of California.
9. Remedies. In the event that Buyer is in default or otherwise breaches the Sales Order or this Agreement, USAutomation shall be entitled to pursue any and all remedies, legal or equable including an action to recover the total Sales Order price, as well as its costs of enforcing the Salse Order, including, without limitation, its attorneys’ fees. In the event that USAutomation is in default or otherwise breaches the Sales Order, the liability of USAutomation to Buyer for such breach or default shall be limited to the replacement value of the goods under the Salse Order which is the sole and exclusive remedy of Buyer for any such breach or default.