Legal and Terms
PCI CONTROLS
Terms and Conditions of Agreement for PCI Controls Sales Orders
1. Controlling Provisions
PCI Controls (the “Seller”) acknowledges the order, P.O. Number listed on front, of the addressee of this Acknowledgement (the “Buyer”) and agrees to sell the products and/or services described herein (the “Products”) on the following terms and conditions set forth herein (the “Agreement”).
2. Terms and Prices
(a) Terms of payment on all orders are subject to the approval of Seller’s credit department and, unless otherwise stated, are net 30 days from the date of invoice without regard to the date of delivery of Products. Seller reserves the right to charge a late payment fee of 1-1/2% per month for all amounts not paid in full within 30 days from the date of invoice.
(b) Prices and deliveries are F.O.B. Seller’s plant unless otherwise stated and risk of loss shall pass to Buyer upon delivery to the Carrier.
(c) Buyer shall pay directly to the appropriate government authority all sales, use and any other local, state or federal taxes which arise from the sale or delivery of the Products or the execution of any contract of sale and will reimburse Seller for any such payment made by Seller.
(d) Not withstanding any other provisions of this Acknowledgement, the prices of any Products are subject to increase by Seller to reflect increased costs of labor, raw materials, component parts, overhead and other expenses.
(e) Upon failure of Buyer to pay any amount when due, Seller may, at its option and without prejudice to any other remedies or rights it may have, suspend further shipments and deliveries to Seller. Seller shall be entitled to reasonable counsel fees, costs and expenses relative to enforcing the terms of the Agreement or defending its rights hereunder.
3. Shipping Date and Delivery
(a) Buyer’s receipt of any Products delivered by Seller shall be an unqualified acceptance of any waiver by Buyer of any and all claims with respect to such products on the earliest to occur of (i) payment for the Products or (ii) failure of Seller to receive notice of shortages or defects in the products within 15 business days of their delivery to Buyer.
(b) The Shipping date and delivery estimated are subject to adjustment due to any priorities or allocations necessitated by government orders or regulations and the time and manner of delivery is subject to adjustment due to any delay on the part of Buyer in supplying necessary data, or any changes therein at Buyer’s insistence, and to delays caused by any cause beyond Seller’s reasonable control. Delay in delivery for any of the aforementioned causes shall extend the terms of delivery hereunder by a period equal to the length of such delay. Seller shall be compensated for any and all extra costs and expenses occasioned by delays attributable to Buyer.
(c) EVERY EFFORT WILL BE MADE TO FILL ORDERS WITHIN THE TIME STATED, BUT UNDER NO CIRCUMSTANCES WILL SELLER BE RESPONSIBLE FOR UNDO CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR OWING TO ANY DELAYS IN DELIVERY WHATEVER.
4. Cancellations, Changes or Alterations
(a) Orders placed cannot be cancelled or altered nor can deliveries of Products completed or in process be extended beyond original specified delivery dates, except with Seller’s consent and upon terms which will indemnify Seller against loss.
(b) Products returned without permission will not be accepted for credit and will be returned to Buyer F.O.B. Seller’s plant.
(c) The delivery schedule of an order cannot normally be extended more than six months beyond the date of the first scheduled delivery. If Buyer requests an extension of the delivery schedule beyond the date of the first scheduled delivery, Seller reserves the right to increase the price of ordered products or to substitute other products in place of the Products.
(d) Any claim based on the receipt of damaged Products must be filed with the carrier which delivered the Products. Seller will not allow credit for the return of damaged Products.
(e) Seller will not accept the return of any Products unless Buyer obtains Seller’s prior written authorization. Seller may, at its option, accept other returned Products subject to a 30% re-stocking charge for the inspection and repackaging.
5. Disclaimer of Warranties and/or Limitation
(a) Seller warrants the Products herein described comply with the written specifications supplies by Buyer on its purchase order as acknowledged by Seller. This warranty is void in case of damage in transit, negligence, abuse, abnormal usage, misuse, accidents or improper maintenance. There are no representations as to the capacity or performance of the Products sold hereunder except as set forth in the written specifications, if any, and such representations are expressly conditioned upon the correctness of the data furnished by Buyer and upon the Products being properly installed and maintained.
(b) Buyer acknowledges that all performance specifications concerning Seller’s Products are fully and completely set forth in written documentation previously supplied by Buyer. Buyer acknowledges that it has not relied on any other information other than said written documents in purchasing Seller’s Products. Buyer has performed its own due diligence relative to the Products intended use. As such, Buyer specifically disclaims all warranties of any nature, whether express or implied, specified under the Uniform Commercial Code including, but not limited to the following:
(1) Warranty of merchantability (13 PA C.S.A. 2314);
(2) Warranty of fitness for a particular purpose (13 PA C.S.A. 2315).
Seller’s warranties do not extend beyond those set forth in writing by Seller.
(c) Seller’s sole obligation under this warranty shall be, upon prompt notice to Buyer of any defects and inspection, if required, by Seller, to replace F.O.B. Seller’s plant or, or Seller’s option, allow credit for any defective Products expressly warranted herein against defects by Seller. It is expressly agreed that this remedy, replacement or credit, at Seller’s option, is Buyer’s exclusive remedy under this warranty. In no event shall Seller be liable for consequential damages.
(d) On materials furnished by Seller, but manufactured by others, the written warranty of the manufacturer, if any, will be assigned to Buyer. Seller shall not be liable for any special, incidental, resulting, or consequential damages (whether caused by or resulting from Seller’s negligence or breach) directly or indirectly arising from the use, inability to use, attempted use, failure to deliver or delay in delivery of, or from any defect in, or any breach by or failure to conform of the Products, or any replacement thereof, ordered from Seller for use in conjunction therewith, or from any cause whatsoever.
(e) Seller, in its manufacturing and sale of these Products, will assume no liability as to possible infringement of patents by virtue of the use of said Products in combination with the other elements or structures.
6. Compliance with Laws
Seller certifies that the Products will be produced in accordance with the Fair Labor Standards Act of 1938, as amended.
7. Entire Agreement
The parties agree that there are no understandings, agreements or representations, express or implied, not specified herein or in Seller’s quotation, and that these instruments contain the entire agreement between the Seller and Buyer, and that consequently, no course of prior dealings and no usage of the trade shall be relevant to supplement or explain any of the terms used in the Acknowledgement.
Buyer acknowledges that it has CAREFULLY READ AND REVIEWED THIS AGREEMENT and has received a copy hereof.
Buyer acknowledges that seller has recommended that Buyer consult with its legal counsel prior to signing this Agreement, as this Agreement shall be legally binding and limits Buyer’s rights and remedies.
8. Governing Law
This contract will be construed according to the laws of the State of Pennsylvania. This Agreement constitutes a valid and binding contract construed under the laws of the Commonwealth of Pennsylvania. Buyer hereby submits to the exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania in resolving any dispute or claims by or against each party hereto.
Update to PCI Sales Terms and Conditions: Tariff Disclaimer
Tariff Notice
As of May 29, 2026, PCI Controls has neither received reimbursement for tariffs, duties, or other governmental charges paid by or to PCI Controls, nor issued reimbursement, credits, rebates, or refunds for any tariff-related charges to any customer, supplier, or other party.
Any tariff, duty, customs charge, surcharge, tax, governmental fee, brokerage fees, port charges, or similar charge included in a quotation, proposal, sales order, invoice, or other transaction document shall be deemed earned upon payment and shall not be subject to refund, credit, rebate, adjustment, offset or reimbursement unless PCI Controls receives a corresponding reimbursement from the applicable supplier, governmental authority, or other source and elects, in its sole and absolute discretion, to provide a credit or reimbursement to the customer.
PCI Controls makes no representation or warranty, either express or implied that any tariff-related charge will be refunded, credited, reduced, or reimbursed, regardless of any future governmental action, court ruling, or regulatory determination; and Customers acknowledge and agree that it has not relied on any such representations or warranties herein.
PCI Controls continues to monitor applicable legal, regulatory, and governmental developments and reserves the right to modify its policies, pricing, and practices regarding tariff-related matters, without notice, as additional guidance becomes available.
Customers seeking information regarding potential tariff refunds, credits, exclusions, exemptions, reimbursements, or other relief programs are encouraged to consult the appropriate governmental agencies and regulatory authorities directly to determine eligibility, filing requirements, and application procedures. PCI Controls shall have no obligation to pursue, obtain, process, administer, or distribute any such claims, refunds, credits, or reimbursements on behalf of any customer.
Notwithstanding any terms and conditions set forth above, Customers shall be solely responsible for all tariffs, duties, customs charges, import or export fees, governmental surcharges, and related costs imposed on or affecting products purchased from PCI Conrols, regardless of when imposed or assessed, and shall indemnify, defend, and hold harmless PCI Controls and its officers, directors, members, managers, employees, agents, affiliates, successors, and assigns from and against all claims, liabilities, losses, penalties, fines, duties, tariffs, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to claims by Customer or any downstream purchasers relating to tariffs, duties, origin, customs compliance or trade restrictions.