Terms and Conditions of Sale
Effective Date: October 7, 2026
Last Updated: October 7, 2026
Control Systems America, Inc. (“CSA”) sells products to customers under the following Terms and Conditions. Any modifications to the following must be requested and approved by CSA in writing prior to any sale. Terms and Conditions are subject to change without notice, and all terms in effect at the time of sale will apply. As CSA is a distributor and not a manufacturer of products, please refer to each product’s manufacturer for their Terms and Conditions of Sale and Warranties.
1. Sales Policy
A. Each order must be a single release for immediate shipment to a single destination. Unless instructed otherwise, partial shipments may be made. There may be multiple invoices per Purchase Order (PO). All orders must be submitted via email to sales@controlsamerica.com. Verbal orders will not be accepted.
B. All POs must include the customer’s name, PO number, project/job name, billing and ship-to addresses, consignee’s contact information (email address and phone number), full part number, quantity, and preferred shipping method.
C. CSA will confirm customer order submissions via email with an Order Acknowledgement.
D. CSA will pre-pay and add freight charges to each applicable invoice. Available carrier options depend on shipping location and customer preference. All orders will be shipped using the most economical method, determined by CSA. Any freight-collect charges billed back to CSA will be invoiced to the customer’s CSA account. All invoices may include a $5.00 handling fee regardless of freight payment method.
E. Any taxes which CSA may be required to pay or collect with respect to the sale, purchase, delivery, use, or consumption of any product covered hereby shall be for the account of the Customer and shall be added to the purchase price, unless appropriate paperwork is in place (e.g., Resale or Exempt Certificate).
2. Shipping Policy
A. Any discrepancies in shipments must be brought to the attention of CSA within five business days of receipt of shipment. The packing slip enclosed within the shipment must be referenced.
B. Unless otherwise agreed in writing, all shipments are FCA the point of shipment (Incoterms 2020), freight prepaid and added. Products may ship from CSA’s facility in Camas, WA or be drop-shipped directly from a manufacturer’s or supplier’s facility. Risk of loss passes to the Customer when the products are delivered to the carrier at the point of shipment, whether that point is CSA’s facility or the manufacturer’s or supplier’s facility. Transit insurance is highly recommended.
C. CSA assumes no liability for damage or loss of product shipments. Claims for loss or damage in transit must be submitted to the carrier by the customer. Please notify CSA of product damaged in transit within five business days of receipt, regardless of carrier. Do not return the shipment to CSA. All shipments must be unpacked and inspected by the customer immediately upon receipt. If damage is not apparent until the shipment is unpacked, the customer must request inspection by the carrier’s agent and file with the carrier. Any external evidence of loss or damage must be noted on the freight bill or carrier’s receipt and signed by the carrier’s agent. Failure to do this may result in the carrier’s refusal to honor the claim.
D. Promises on delivery of products are subject to prior sale. Delivery dates are not guaranteed and are estimated based on CSA’s immediate receipt of all required information supplied by the customer. CSA will, in good faith, attempt to meet estimated delivery dates, but does not accept responsibility for delays resulting from circumstances outside of reasonable control. Delivery transit time may vary by country and city.
E. Insurance is not offered on any shipments by CSA unless prior arrangements have been made. Customer is responsible for all insurance costs incurred by CSA.
3. Payment Terms
A. All invoices are payable in US dollars only. CSA will accept business checks, wire transfers, ACH, and credit card payments.
B. Payment terms are Pre-Pay by default unless an open account is established. A credit application must be submitted for open account consideration.
C. Open Accounts: (a) payment terms are Net-30 days; (b) past due invoices may incur a finance charge of 18% per annum (1.5% per month); (c) returned checks are subject to a $35.00 fee.
D. Accounts exceeding 60 days past due will be subject to shipment restrictions, suspension of supply, and potential account revocation.
E. Accounts exceeding 90 days past due will be subject to third-party collections and/or legal action at the customer’s expense. All proceedings related to these Terms and Conditions shall be conducted in a court of competent jurisdiction in Clark County, Washington.
F. The Customer is responsible for all fees associated with wire transfers and credit card payments, including banking fees and intermediary fees.
4. Pricing
A. Large quantity orders may be quoted with additional discounts.
B. Pricing from vendors is subject to change without notice. Always refer to each vendor’s website or a written quote to verify pricing.
5. Returns (Warranty, Restock, or Repair)
A. All returned products must be accompanied by an RMA number issued by CSA.
B. All returned products must be prepaid, shipped, and packaged properly.
C. Returns resulting from CSA’s errors will be credited in full and will not be subject to restocking fees.
6. Returns for Credit
A. Returned products must be new, unused, and received in original packaging to be eligible for credit.
B. Products are not eligible for return after 90 days from the initial date of purchase.
C. A restocking fee of up to 40% may apply. Please contact sales@controlsamerica.com to inquire about each manufacturer’s fees and applicable policies.
7. Returns for Non-Warranty Repair and Replacement
A. CSA will provide a replacement or repaired product as directed by the manufacturer.
B. If a product is deemed reasonable to repair and does not fall under warranty, a price will be quoted for the repair, and the customer must issue a PO to formally approve the quoted repair cost.
C. Items returned for warranty replacement that are found to have undergone an installation or modification that violates the manufacturer’s warranty terms will be treated as a non-warranty product return.
D. If a product is deemed non-warranty, it may be returned to the customer at their own expense or scrapped.
8. Returns for Warranty Repair and Replacement
A. CSA acts solely as a distributor of products manufactured by other companies; therefore, liability for breach of warranty claims shall be limited to the manufacturer. No manufacturer warranties will apply to products that are in any way altered or modified following the customer’s receipt. CSA does not offer a labor warranty for replacement of parts.
B. Warranty periods vary per product. Refer to each vendor/manufacturer’s warranty policy.
C. Returned products may be repaired, replaced, or credited under warranty.
D. CSA will provide repaired or replacement products as directed by the manufacturer.
E. A replacement may also be requested in advance by PO only. Advance replacements will be billed for.
F. Upon receipt, product will be returned to the manufacturer for warranty evaluation. Products may be shipped directly to the manufacturer by the customer per instruction by CSA.
G. Standard lead time for warranty evaluation may take 2-4 weeks or longer from the date of the manufacturer’s receipt.
H. Replacements and/or credits will be issued upon confirmation that the product is covered under warranty.
I. Testing, repair, and/or replacement of product confirmed under warranty is free of charge. Product replacements will be issued to the customer at no cost using the most economical shipping method determined by CSA. If the customer requests a shipping method outside of CSA’s recommendation, the customer will be billed according to their preference.
9. Product Selection and Suitability
A. CSA fills orders as submitted by the Customer. Unless CSA expressly agrees in writing to select products for an application, the Customer is responsible for selecting the products ordered and for determining that they are suitable for the Customer’s application, system, and site conditions, including compatibility with existing equipment, controllers, protocols, and software.
B. Where products are ordered against a specification, drawing, submittal, or equipment schedule prepared by the Customer or by an engineer, architect, or design professional, CSA supplies the products identified and does not warrant the adequacy, accuracy, or suitability of that specification or selection. CSA is not the Engineer of Record and does not perform professional engineering design.
C. The Customer is responsible for furnishing complete and accurate ordering information, including full part numbers, model and revision numbers, quantities, voltages, and configuration and software requirements. CSA is entitled to rely on the information furnished without independent verification, and product substitutions require the Customer’s written approval.
D. The Customer is solely responsible for the transportation, handling, storage, installation, wiring, configuration, integration, commissioning, operation, and maintenance of the products after delivery.
10. Warranties and Disclaimer
Products 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. CSA is a distributor and not a manufacturer, and does not independently warrant any product. THERE ARE NO EXPRESS WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION HEREIN. CSA DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CSA does not warrant that any product will achieve any particular performance, energy, comfort, or process result, which depends on the design, the application, installation by others, and conditions outside CSA’s control.
11. Limitation of Liability
To the maximum extent permitted by law, CSA’s total aggregate liability arising out of or relating to these Terms and Conditions or to any product sold, whether based in contract, warranty, tort (including negligence), strict liability, or otherwise, shall not exceed the purchase price paid to CSA for the product giving rise to the claim. 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 goods, even if advised of the possibility of such damages. The limitations in this Section apply to all claims of any kind, 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.
12. Embedded and Third-Party Software and Licensing
A. Products may contain or require embedded firmware, operating software, drivers, or third-party platform software, including Tridium Niagara framework software and related modules and drivers. Such software is licensed, not sold, 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 are the responsibility of the Customer unless expressly included in CSA’s written quotation. The Customer is responsible for maintaining current licenses and any support or maintenance agreements required for continued operation. CSA is not responsible for loss of functionality resulting from expired, lapsed, or non-transferred licenses.
C. The Customer shall not reverse engineer, decompile, copy, or redistribute embedded or third-party software except as permitted by the applicable license.
13. Title to Products and Risk of Loss
A. Until CSA has been paid in full for the products sold to Customer, CSA shall retain title to and maintain a security interest in such goods, including any proceeds therefrom. Customer shall be solely responsible for transportation, handling, installation, and use of the products upon delivery to the carrier at the point of shipment, whether CSA’s facility in Camas, WA or a manufacturer’s or supplier’s facility for drop-shipped products (FCA the point of shipment, Incoterms 2020).
B. For shipments outside the United States, the Customer is the importer of record and is responsible for all export and import formalities and for all duties, taxes, tariffs, and fees imposed in the destination country. CSA will provide reasonable documentation to support export and import clearance.
14. Custom Products
A. Custom products may be subject to minimum order quantities, special handling charges, and/or other conditions stipulated by our suppliers.
B. Custom products may incur cancellation charges once an order is placed and may also be subject to a restricted return policy.
15. Order Cancellation and Changes
A. Orders for standard (non-custom) products may be canceled or changed only with CSA’s written approval prior to shipment. Once a product has shipped, the order is governed by the returns provisions above.
B. Cancellations or changes may be subject to restocking, handling, or supplier charges. Custom products are governed by Section 14.
16. Claims Period
Except for claims for nonpayment, any claim or action arising out of or relating to these Terms and Conditions or to any product sold must be brought within one (1) year after the date of delivery of the product giving rise to the claim, except where a longer period is required by applicable law. This Section does not extend any manufacturer warranty period, and shipment discrepancy and transit damage claims remain subject to the notice periods in Section 2.
17. Suspension of Supply for Non-Payment
If the Customer fails to pay any undisputed amount when due, CSA may, in addition to the remedies in Section 3 and its other remedies at law, withhold shipment, suspend performance on open orders, place the account on hold, and require prepayment or other assurance of payment, in each case upon notice and without liability and without waiving any right to payment.
18. Confidentiality
Each party may receive confidential or proprietary information of the other, including the Customer’s project information and CSA’s quotations, pricing, and sourcing information. Each party will use the other’s confidential information only as needed to perform or use the order and will not disclose it to third parties except as required by law or to personnel and suppliers 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.
19. 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 or network failures. Delivery dates will be extended by a period equal to the duration of the delay.
20. Indemnification
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 the Customer’s handling, installation, integration, use, or resale of the products, or out of any specification or product selection furnished by the Customer or its design professional, except to the extent caused by CSA’s gross negligence or willful misconduct.
21. Relationship to Other CSA Agreements
These Terms and Conditions govern the sale of products by CSA. Controls and BAS engineering services performed by CSA, including integration, programming, commissioning, training, submittals, drawings, and support, are governed by CSA’s Controls / BAS Engineering Services Terms and Conditions, and ongoing service is governed by the applicable Service Maintenance Agreement. Where a single order or project includes both products and services, these Terms and Conditions apply to the products and the applicable services terms apply to the services. In the event of a conflict as to services, the services terms control; in the event of a conflict as to products, these Terms and Conditions control.
22. Governing Law
These Terms and Conditions, and any dispute arising out of or relating to them or to any product sold, 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.
23. General
A. Entire Agreement. These Terms and Conditions, together with CSA’s written quotation and Order Acknowledgement, are the entire agreement between the parties regarding the products sold and supersede all prior or contemporaneous quotations, representations, and understandings on the subject.
B. Order of Precedence. In the event of a conflict, these Terms and Conditions control over the Customer’s purchase order and over CSA’s quotation, except where CSA 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 order documents or as otherwise designated in writing, and are effective on receipt.
G. Survival. Provisions that by their nature should survive delivery, completion, or termination, including those addressing warranties and disclaimer, limitation of liability, the claims period, indemnification, software licensing, confidentiality, and governing law, survive.
24. Acceptance of These Terms and Conditions
Shipment of any products or commencement of work pursuant to a PO shall be deemed acceptance of these Terms and Conditions by the Customer. Unless otherwise explicitly agreed to by CSA and the Customer in writing, these Terms and Conditions supersede any terms and conditions submitted via the Customer’s PO to CSA.
Contact
Control Systems America, Inc. 4901 NW Camas Meadows Dr., Camas, WA 98607 Phone: +1 (360) 892-1299 Email: support@controlsamerica.com