These terms and conditions ("Agreement") constitute a legally binding contract between Power Plus  Controls, Inc. ("Power Plus Controls," "we," "us," or "our") and the customer ("Customer," "you," or "your"). By placing an order or engaging in any transaction with Power Plus Controls, you agree to abide  by and be bound by the terms and conditions outlined below: 

 

1. Orders and Acceptance: 

• All orders placed with Power Plus Controls are subject to acceptance by us. 

• We reserve the right to refuse or cancel any order at our discretion. 

 

2. Pricing and Payment: 

• Prices for products and services are stated in the current price list and are subject to  change without notice. 

• Payment terms are as specified in the invoice or as agreed upon between the parties.

• For orders exceeding $100,000, the payment terms shall be as follows: 

1. 20% of the total order amount shall be due at the time of order acknowledgement. 

2. 30% of the total order amount shall be due at the time of order release for manufacturing, with payment net 10 days from the date of order release. 

3. The remaining balance shall be due upon shipment of the products, with payment net 30 days from the date of shipment. 

• Any taxes, duties, or other charges related to the purchase will be the responsibility of  the Customer. 

• Power Plus Controls reserves the right to update its quote or price in the event of any  increase in tariffs, levies, duties, freight, or importation cost or charges, supplier pricing or surcharges, or a material exchange rate fluctuation. 

 

3. Shipping and Delivery: 

• Estimated delivery dates are provided upon order confirmation. 

• Risk of loss or damage to products passes to the Customer upon delivery. 

• Power Plus Controls is not responsible for delays caused by factors beyond our control,  including, but not limited to, acts of nature, transportation delays, or customs issues.

• In the event that, after the date of this Agreement, any change in applicable laws,  regulations, tariffs, duties, or import/export restrictions—including any new or increased taxes, duties, or fees, or other governmental or regulatory requirements  (collectively, "Regulatory Changes")—results in increased costs to Seller in fulfilling its  obligations under this Agreement, Seller shall have the right to pass through any such  increased costs directly to Buyer. Upon the occurrence of any Regulatory Changes,  Seller shall notify Buyer in writing of the nature of the Regulatory Change and the  additional costs incurred as a result. Buyer agrees to pay Seller for all additional costs  arising from Regulatory Changes, including but not limited to additional taxes, tariffs,  duties, fees, or other charges. Such costs shall be added to the amounts payable by  Buyer, and Buyer shall pay such additional costs within 30 days of receipt of an invoice  detailing the additional charge. 

 

4. Warranties and Returns: 

• Power Plus Controls warrants that products will be free from defects in materials and  workmanship under normal use for a period of time specified in the product documentation or as required by law. If a product is found to be defective, the Customer must notify us within the warranty period and follow our return and replacement procedures. 

 

5. Intellectual Property: 

• All intellectual property rights, including but not limited to patents, trademarks,  copyrights, and trade secrets, related to the products and services provided by Power  Plus Controls are owned by Power Plus Controls or its licensors. 

 

6. Limitation of Liability: 

• To the fullest extent permitted by law, Power Plus Controls shall not be liable for any  indirect, incidental, consequential, special, or punitive damages, including but not limited to, loss of profits or business interruption, arising out of or in connection with  the use or inability to use our products or services. 

 

7. Indemnification: 

• The Customer agrees to indemnify, defend, and hold harmless Power Plus Controls and  its officers, directors, employees, and agents from and against any claims, losses, liabilities, expenses, damages, and costs, including reasonable attorneys' fees, arising  from or related to the Customer's use of our products or services. 

 

8. Governing Law and Jurisdiction: 

• This Agreement shall be governed by and construed in accordance with the laws of the  jurisdiction where Power Plus Controls is located (Georgia), without regard to conflict of  law principles. 

• Any disputes arising under or in connection with this Agreement shall be subject to the  exclusive jurisdiction of the courts in the aforementioned jurisdiction.

 

9. Modification of Terms: 

• Power Plus Controls reserves the right to modify or amend these terms and conditions  at any time without prior notice. 

 

10. Entire Agreement: 

• This Agreement constitutes the entire agreement between the parties and supersedes  all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral. 

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11. Cancellation Charges: 

• In the event that the Customer wishes to cancel an order after it has been confirmed,  cancellation charges will apply based on the stage of order processing: 

• If the cancellation is made within 5 business days of the order acknowledgement, no  cancellation charges will apply, and any payments made will be fully refunded. 

• If the cancellation is made after 5 business days of the order acknowledgement but  before the order release for manufacturing, a cancellation charge equal to 10% of the  total order amount will apply. Any payments made beyond this cancellation charge will  be refunded. 

• If the cancellation is made after the order has been released for manufacturing, the  Customer will be responsible for a cancellation charge equal to 30% of the total order  amount. Any payments made beyond this cancellation charge will be refunded. 

• If the cancellation is made after the products have been manufactured and are ready for  shipment, the Customer will be responsible for the full payment of the order amount,  and no refunds will be provided. 

• Cancellation requests must be submitted in writing and acknowledged by Power Plus  Controls to be considered valid. 

• The cancellation charges are intended to cover costs associated with order processing,  manufacturing, and other related expenses incurred up to the point of cancellation. 

• Power Plus Controls reserves the right to waive or modify cancellation charges in  exceptional circumstances, at its sole discretion. 

• The Customer acknowledges and agrees to the aforementioned cancellation charges and  conditions as part of the order placement process. ​

By engaging in any transaction with Power Plus Controls, you acknowledge that you have read,  understood, and agreed to the cancellation charges outlined in this section. If you do not agree  with any part of these cancellation charges, please refrain from placing an order with Power Plus  Controls. 

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12. Confidentiality: 

• Both parties acknowledge that during the course of their business relationship,  confidential information may be disclosed to each other. "Confidential information"  refers to non-public information, including but not limited to technical data, proprietary  business processes, trade secrets, pricing structures, customer lists, and any other information deemed confidential by either party. Both Power Plus Controls and the Customer agree to maintain the confidentiality of any  confidential information received from the other party. 

• The receiving party shall use the same degree of care to protect the disclosing party's  confidential information as it uses to protect its own confidential information of a similar  nature, but in no event less than reasonable care. 

• Confidential information shall not be disclosed to any third party without the prior  written consent of the disclosing party. 

• The obligations of confidentiality shall not apply to information that: 

• Is or becomes publicly available without breach of this Agreement; 

• Is rightfully known to the receiving party prior to receipt from the disclosing party; 

• Is independently developed by the receiving party without the use of the disclosing  party's confidential information; or 

• Is rightfully obtained by the receiving party from a third party without breach of any  confidentiality obligations. 

• The obligations of confidentiality shall survive the termination or expiration of this  Agreement for a period of 2 years. 

• Either party may disclose the other party's confidential information to its employees,  contractors, and agents who have a need to know such information for the purpose of  fulfilling their obligations under this Agreement. However,such employees, contractors,  and agents must be bound by confidentiality obligations no less restrictive than those set forth in this Agreement. 

• Any violation of the confidentiality obligations outlined in this section may result in immediate termination of this Agreement and legal action seeking damages or injunctive  relief, as appropriate. 

• The obligations of confidentiality are in addition to any other non-disclosure or  confidentiality agreements that may exist between the parties. 

• Both parties acknowledge and agree to the terms and conditions of confidentiality set  forth in this section. This confidentiality clause shall remain in effect even after the termination or expiration of this Agreement. 

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By engaging in any transaction with Power Plus Controls, you acknowledge that you have read, understood, and agreed to these terms and conditions. If you do not agree with any part of these terms,  please do not proceed with any transactions with Power Plus Controls.