Controls / BAS Engineering Services Terms and Conditions

Effective Date: October 7, 2026

Last Updated: October 7, 2026

Control Systems America, Inc. (“CSA”) provides building automation system (“BAS”) controls integration, programming, configuration, commissioning support, and related implementation services (the “Services”) to its customers under the following Terms and Conditions. In these Terms and Conditions, “engineering services” refers to CSA’s controls and BAS integration, programming, and implementation work, and does not mean, and shall not be construed as, professional engineering design services or any service requiring a licensed professional engineer. Any modification to these Terms and Conditions must be requested and approved by CSA in writing prior to the start of the Services. These Terms and Conditions apply to the Services and are separate from CSA’s Terms and Conditions of Sale, which govern any products or hardware sold by CSA.

1. Scope of Services

A. The Services to be performed by CSA are those expressly described in CSA’s written proposal, quotation, or scope of work for the project (the “Proposal”). The Proposal, together with these Terms and Conditions, forms the agreement between CSA and the Customer for the Services. In the event of a conflict, these Terms and Conditions control over the Proposal except where the Proposal expressly states otherwise in writing.

B. The engineering services CSA provides include, as applicable and as identified in the Proposal: BACnet and Modbus integration; remote commissioning; graphics and Tridium Niagara front-end graphics; end-user training and site-specific training; support and technical support; submittal documents and as-builts; programming; Service Maintenance Agreements; requested engineering changes; drawings; and network diagrams; together with related controls and BAS integration services. Not every project includes every service. The Services for a given project are only those stated in the Proposal.

C. CSA implements, integrates, programs, and configures the BAS in accordance with the project documents furnished to CSA under Section 3. Any work, deliverable, or service not expressly included in the Proposal is excluded and, if requested, will be performed only under a written change order pursuant to Section 4.

2. Role of CSA; CSA Is Not the Engineer of Record

A. CSA performs the Services as a controls contractor and system integrator that implements a design prepared by others. CSA is not the Engineer of Record, the design professional, or the specifying engineer for the project. CSA does not perform professional engineering design, and does not prepare, stamp, seal, or take professional responsibility for design documents, drawings, specifications, or calculations.

B. CSA performs the Services based on, and in reliance upon, the specifications, sequences of operations, design intent, control and mechanical drawings, points lists, and other design documents prepared and issued by the Customer or by the Customer’s engineer, architect, design professional, or Engineer of Record (collectively, the “Design Documents”).

C. CSA does not warrant, represent, or guarantee that the Design Documents, including the written specifications and sequences of operations as prepared by the Engineer of Record or other design professional, are correct, complete, code-compliant, or capable of achieving the Customer’s intended comfort, energy, process, or performance outcomes. Responsibility for the adequacy, accuracy, completeness, suitability, and code compliance of the design, specifications, and sequences of operations rests with the Engineer of Record or design professional who prepared them, and not with CSA. CSA’s responsibility is limited to implementing the furnished Design Documents in a workmanlike manner consistent with the standard of care in Section 11.

D. CSA implements each sequence of operations as written in the Design Documents. If a sequence of operations, as written, does not produce the Customer’s intended result, that condition reflects the design and not CSA’s implementation. At the Customer’s direction and under a written change order, CSA may assist in identifying and implementing revisions; however, revising or correcting the design, specifications, or sequences of operations remains the responsibility of the Engineer of Record or design professional.

E. If, in the course of the Services, CSA becomes aware of an apparent error, omission, ambiguity, or conflict in the Design Documents, CSA will bring it to the Customer’s attention. CSA has no duty, however, to independently review, audit, verify, or validate the Design Documents for adequacy, constructability, or code compliance, and CSA’s reliance on the Design Documents does not transfer design responsibility to CSA or make CSA the Engineer of Record.

3. Customer-Furnished Information and Responsibilities

A. The Customer shall furnish to CSA, at no cost to CSA and in a timely manner, the most current, complete, and accurate project information reasonably necessary for the Services, including without limitation: the latest specifications and sequences of operations; current control, mechanical, and electrical drawings; points lists and control schedules; equipment schedules, model numbers, cut sheets, and manufacturer data; controller, software, firmware, and integration/protocol specifications; network architecture and any IT or cybersecurity requirements; and all design revisions, addenda, and change directives.

B. The Customer is responsible for keeping the furnished information current and for promptly notifying CSA in writing of any change, revision, or addendum. CSA is entitled to rely on the most recent information furnished by the Customer without independent verification, and CSA is not responsible for confirming that the Customer has provided the latest or correct version.

C. The Customer shall also provide, in a timely manner: safe and adequate site access; valid remote access credentials, which the Customer shall maintain for the duration of the Services; coordination with other trades, vendors, and the Engineer of Record; energized and operational equipment and utilities as needed; and timely decisions, responses, and approvals.

D. CSA is not responsible for, and shall not be liable for, any delay, deficiency, rework, or additional cost arising from information or materials that are incomplete, inaccurate, outdated, inconsistent, or not furnished when needed, or from the Customer’s failure to meet its responsibilities under this Section. Any such condition may entitle CSA to an equitable adjustment of price and schedule under Section 4.

4. Change Orders

A. Any change in the scope of the Services, in the Design Documents or other furnished information, in site or existing conditions, or in the Customer’s direction, and any additional work requested by the Customer, shall be authorized by a written change order signed by both parties describing the change and any adjustment to price and schedule.

B. CSA is not obligated to perform work outside the Proposal until a change order is approved in writing. Verbal authorizations are not binding on CSA unless later confirmed in writing.

5. Existing Equipment and Conditions Outside CSA’s Control

A. Where the Services involve existing, legacy, or third-party systems, controllers, wiring, or software not installed by CSA, CSA does not warrant the condition, accuracy, documentation, or continued operation of those systems. CSA relies on the Customer’s representations and furnished documentation regarding existing conditions, and time spent addressing undocumented, undisclosed, or nonconforming existing conditions may be handled as a change order under Section 4.

B. CSA controls, integrates with, and communicates with mechanical, electrical, and other equipment that CSA did not manufacture, furnish, or install. CSA is not responsible for the age, condition, performance, maintenance, or malfunction of existing or third-party mechanical equipment, actuators, valves, dampers, sensors, or devices, and CSA does not warrant that equipment which is worn, failed, undersized, improperly installed, or at the end of its service life can be successfully controlled or will perform as intended.

C. CSA is not responsible for wiring, terminations, or field connections performed by others, or for pre-existing wiring errors, mislabeled or undocumented points, or nonconforming field installation. Identifying, correcting, or troubleshooting such conditions is outside the Proposal and may be handled as a change order under Section 4.

D. CSA is not responsible for information technology, network, Internet, or telecommunications systems, or for their availability, configuration, security, bandwidth, or performance, including firewalls, VPNs, switches, cabling, and remote access provided or maintained by the Customer or others. Any loss or interruption of network, Internet, or remote access may delay the Services and is not a defect in CSA’s work.

E. CSA is not responsible for electrical power quality or availability, including outages, surges, brownouts, phase loss, grounding problems, or inadequate or unstable power, or for any resulting effect on equipment, controllers, or the BAS.

F. CSA is not responsible for design flaws, errors, or omissions in the Design Documents, specifications, or sequences of operations prepared by others, or for any resulting deficiency in system operation or performance. As provided in Section 2, responsibility for the design rests with the Engineer of Record or design professional who prepared it, and CSA’s implementation of a flawed or deficient design in accordance with these Terms and Conditions is not a defect in CSA’s work.

G. The conditions described in this Section are outside CSA’s control and responsibility. Any failure, delay, or additional work arising from them is not a breach of these Terms and Conditions by CSA and may entitle CSA to an equitable adjustment of price and schedule under Section 4.

6. Codes, Permits, and Regulatory Compliance

Responsibility for the design’s compliance with applicable building, mechanical, electrical, energy, and life-safety codes, and for obtaining permits and any required code or regulatory sign-off, rests with the Customer and the Engineer of Record or design professional, and not with CSA. For regulated facilities, including cannabis cultivation and processing sites, the Customer is responsible for compliance with all applicable state and local licensing, environmental, and regulatory requirements. CSA implements the furnished Design Documents and does not certify or warrant the code or regulatory compliance of the design or the facility.

7. Site Access and Safety

A. The Customer shall provide CSA safe, timely, and adequate access to the site and to the equipment, systems, and areas where the Services are performed, together with a safe working environment that complies with applicable health and safety requirements.

B. The Customer is responsible for coordinating and performing any required lockout/tagout and energy-control procedures, for de-energizing equipment when required, and for disclosing to CSA in advance any known hazards, including electrical, mechanical, chemical, biological, or environmental hazards present at the site. CSA may decline or suspend work where site conditions are unsafe, without liability and subject to an equitable adjustment under Section 4.

8. Remote Access, Cybersecurity, and Network Security

A. Where the Services include remote commissioning, remote programming, or remote support, the Customer shall provide and maintain secure, reliable remote access and the network connectivity necessary for the Services for their duration.

B. The Customer is responsible for the security of its own networks, systems, and facilities, including firewalls, VPNs, credentials, endpoint protection, patching, monitoring, and physical security. CSA is not responsible for, and shall not be liable for, unauthorized access, intrusion, malware, ransomware, denial of service, corruption, or loss of data affecting the BAS or the Customer’s systems, whether reaching them through the Customer’s network, remote access, connected devices, or third parties.

C. CSA will use commercially reasonable care in its own remote access practices but does not warrant that the BAS or any connected system is or will remain secure against cyber threats, which depend on factors outside CSA’s control.

9. Third-Party Software and Licensing

A. The BAS and the Services may require third-party software, drivers, and platforms, including Tridium Niagara framework software and related modules and drivers. Such third-party software is licensed by its manufacturer or licensor under that party’s license and end-user terms, which govern its use, and is not warranted by CSA.

B. License, host identifier, activation, subscription, and renewal fees for third-party software are the responsibility of the Customer unless expressly included in the Proposal. The Customer is responsible for maintaining the current licenses and any support or maintenance agreements required for continued operation of the BAS. CSA is not responsible for loss of functionality resulting from expired, lapsed, or non-transferred third-party licenses.

10. Data and Backups

Programming, graphics, configuration files, databases, and other data reside on controllers, servers, and devices that can fail or be altered. The Customer is responsible for maintaining current backups of the BAS programming, configuration, and data, including before any work by others. CSA is not responsible for the loss, corruption, or recovery of data or configuration, including loss caused by equipment failure, power or network events, or acts of the Customer or third parties. On request, and under the Proposal or a change order, CSA can provide or assist with backups.

11. Standard of Care

CSA will perform the Services with the degree of skill and care ordinarily exercised, under similar circumstances and in the same locality, by competent controls and BAS integration contractors performing services of a similar nature. This standard is the sole and exclusive standard applicable to the Services. Except as expressly stated in these Terms and Conditions, CSA makes no warranties, express or implied, regarding the Services, and CSA expressly disclaims any implied warranty of merchantability and any implied warranty of fitness for a particular purpose. CSA does not guarantee any particular energy, comfort, process, or performance result, which depends on the Design Documents, the equipment, and conditions outside CSA’s control.

12. Substantial Completion and Acceptance of the Services

A. “Substantial Completion” means the point at which the Services, or a defined phase of them, are sufficiently complete in accordance with the Proposal so that the BAS can be used for its intended purpose, notwithstanding minor items remaining to be completed or corrected.

B. The Services, or a phase of them, shall be deemed accepted upon the earliest of: the Customer’s written acceptance; the Customer’s beneficial use or operation of the BAS; or the Customer’s failure to deliver a written list of specific, good-faith deficiencies within ten (10) days after CSA notifies the Customer that the Services or phase are substantially complete. Acceptance does not waive the workmanship warranty in Section 13.

13. Workmanship Warranty; Equipment and Software

A. CSA warrants that its own workmanship in performing the Services (its installation, integration, and programming labor) will be free from defects in workmanship for a period of twelve (12) months from Substantial Completion of the Services (Section 12). CSA’s sole obligation, and the Customer’s exclusive remedy, for a breach of this workmanship warranty is, at CSA’s option, re-performance or correction of the defective workmanship.

B. Equipment, materials, controllers, and software are warranted, if at all, solely by their respective manufacturers under the manufacturers’ warranties, which are passed through to the Customer to the extent transferable. As a distributor and integrator, and not a manufacturer, CSA does not independently warrant equipment, materials, or software, and will reasonably assist the Customer in pursuing manufacturer warranty claims.

C. This warranty does not cover, and CSA is not responsible for, conditions arising from the Design Documents or sequences of operations as furnished; Customer-furnished information, equipment, or software; changes in conditions, use, or occupancy; alteration, repair, or reprogramming by others; failure of existing or third-party systems; loss of utilities, network, or remote access; or failure to perform required maintenance.

14. Limitation of Liability

To the maximum extent permitted by law, CSA’s total aggregate liability arising out of or relating to the Services, whether based in contract, warranty, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees actually paid to CSA for the Services under the applicable Proposal. In no event shall CSA be liable for any incidental, indirect, consequential, special, or punitive damages, or for lost profits, lost revenue, lost data, loss of use, business interruption, or the cost of substitute services, even if advised of the possibility of such damages. The limitations in this Section do not apply to liability arising from CSA’s gross negligence, willful misconduct, or fraud, and apply only to the extent permitted by applicable law.

15. Claims Period

Any claim or action arising out of or relating to the Services must be brought within one (1) year after Substantial Completion of the Services or after the act or omission giving rise to the claim, whichever occurs first, except where a longer period is required by applicable law.

16. Indemnification

A. CSA shall indemnify, defend, and hold harmless the Customer from and against third-party claims for bodily injury or damage to tangible property to the extent caused by CSA’s negligence or willful misconduct in performing the Services, subject to the limitations in Section 14.

B. The Customer shall indemnify, defend, and hold harmless CSA and its officers, employees, and agents from and against any third-party claims, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: the Design Documents, specifications, or sequences of operations furnished for the project; information, equipment, or software furnished by the Customer; CSA’s implementation of the furnished Design Documents in accordance with these Terms and Conditions; or the Customer’s or a third party’s use, operation, modification, or reprogramming of the Services or deliverables, except to the extent caused by CSA’s gross negligence or willful misconduct.

17. Insurance

CSA maintains commercial general liability insurance and such other coverage as CSA deems appropriate for its operations, and will furnish a certificate of insurance to the Customer on written request. Any additional, project-specific, or higher-limit insurance, or any additional-insured or waiver-of-subrogation requirement, requested by the Customer must be identified in the Proposal and may be subject to an adjustment of price.

18. Instruments of Service; Intellectual Property

A. Programming, control sequences as implemented, configuration files, graphics, and as-built documentation prepared by CSA in performing the Services (the “Deliverables”) are instruments of service. Upon full payment, CSA grants the Customer a non-exclusive license to use the Deliverables for the operation, maintenance, and repair of the BAS at the project for which they were prepared.

B. CSA retains all right, title, and interest in its pre-existing tools, libraries, templates, standard programming blocks, methodologies, and know-how, and nothing in these Terms and Conditions transfers ownership of those items to the Customer.

C. Any reuse of the Deliverables on another project, any use by a third party, or any modification or reprogramming of the Deliverables by anyone other than CSA is at the sole risk of the party doing so and without liability to CSA, and the Customer shall defend and indemnify CSA against claims arising from such reuse or modification as provided in Section 16.

19. Confidentiality

Each party may receive confidential or proprietary information of the other, including the Customer’s facility and system information and CSA’s programming, methods, pricing, and know-how. Each party will use the other’s confidential information only as needed to perform or use the Services and will not disclose it to third parties except as required by law or to personnel and subcontractors bound by comparable obligations. This Section does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is rightfully obtained from another source. CSA’s Deliverables and pre-existing materials remain subject to Section 18.

20. Payment

A. Fees for the Services are as stated in the Proposal. Unless the Proposal states otherwise, invoices are payable in US dollars, and the Customer is responsible for all fees associated with wire transfers and credit card payments, including banking and intermediary fees.

B. Unless otherwise stated in the Proposal, invoices are due upon receipt. Past due amounts may incur a finance charge of 18% per annum (1.5% per month) or the maximum permitted by law, whichever is less. The Customer is responsible for CSA’s reasonable costs of collection, including attorneys’ fees.

21. Suspension of Services for Non-Payment

If the Customer fails to pay any undisputed amount when due, CSA may, in addition to its other remedies, suspend the Services and any remote access or support upon written notice, without liability and without waiving any right to payment. CSA will resume the Services after past-due amounts are paid, and the schedule and price may be equitably adjusted under Section 4 for the effect of the suspension.

22. Force Majeure

CSA shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, supplier or manufacturer delays, transportation or freight disruptions, shortages, pandemics, governmental actions, or utility, network, or telecommunications failures. Times for performance will be extended by a period equal to the duration of the delay.

23. Termination

Either party may terminate the Services for material breach that remains uncured for fifteen (15) days after written notice. Upon any termination, the Customer shall pay CSA for all Services satisfactorily performed and all non-cancellable commitments incurred through the termination date. The provisions of these Terms and Conditions that by their nature should survive termination shall survive as provided in Section 26.

24. Independent Contractor

CSA performs the Services as an independent contractor. Nothing in these Terms and Conditions creates any partnership, joint venture, employment, or agency relationship between the parties. CSA is responsible for and controls the means, methods, sequences, and procedures of its own work.

25. Governing Law; Venue

These Terms and Conditions, and any dispute arising out of or relating to them or to the Services, are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. Venue for any such dispute shall lie in a court of competent jurisdiction in Clark County, Washington.

26. General

A. Entire Agreement. These Terms and Conditions, together with the Proposal, are the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous proposals, representations, and understandings on the subject.

B. Order of Precedence. In the event of a conflict, these Terms and Conditions control over the Proposal except where the Proposal expressly states otherwise in a specific, signed writing.

C. Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.

D. Waiver. No waiver of any provision or breach is effective unless in writing, and no waiver operates as a waiver of any other or future breach.

E. Assignment. Neither party may assign these Terms and Conditions without the other’s written consent, except that CSA may assign to an affiliate or in connection with a merger or sale of its business. These Terms and Conditions bind and benefit the parties and their permitted successors and assigns.

F. Notices. Notices must be in writing and sent to the parties at the addresses stated in the Proposal or as otherwise designated in writing, and are effective on receipt.

G. Survival. Provisions that by their nature should survive completion or termination, including those addressing CSA’s role, the exclusions, cybersecurity, data, warranty, limitation of liability, the claims period, indemnification, intellectual property, confidentiality, and governing law, survive.

27. Acceptance of These Terms and Conditions

The Customer’s authorization to proceed, issuance of a purchase order, or acceptance of the benefit of the Services shall be deemed acceptance of these Terms and Conditions. Unless otherwise expressly agreed by CSA and the Customer in writing, these Terms and Conditions, together with the Proposal, supersede any conflicting terms submitted by the Customer, including terms in a purchase order.

Contact

Control Systems America, Inc. 4901 NW Camas Meadows Dr., Camas, WA 98607 Phone: +1 (360) 892-1299 Email: support@controlsamerica.com