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SALES TERMS AND CONDITIONS

Sales Agreement

This Sales Agreement is between Buyer and Industrial Automation, and
incorporates the General Terms and Conditions for the Sale of Goods being
provided by Industrial Automation Co. (the “Terms”), and together they all
constitute the entire agreement between a Buyer and Industrial Automation in
connection with the purchase and sale of the Goods, and govern the purchase and
sale of the Goods (“Agreement”). In the event of any conflicts or ambiguities
between this Sales Confirmation and the Terms, the Sales Confirmation shall take
precedence.

GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS

1. Applicability.

a. These terms and conditions of sale (these “Terms”) are the only terms which
govern the sale of the goods (“Goods”) by Southern Property Consultants, LLC dba
Industrial Automation Co. (“Industrial Automation”) to buyer listed on the Sales
Confirmation (“Buyer”). Notwithstanding anything herein to the contrary, if a
written contract signed by both parties is in existence covering the sale of the
Goods covered hereby, the terms and conditions of said contract shall prevail to
the extent they are inconsistent with these Terms.

b. The accompanying confirmation of sale (the “Sales Confirmation” and these
Terms (collectively, this “Agreement”) comprise the entire agreement between the
parties, and supersede all prior or contemporaneous understandings, agreements,
negotiations, representations and warranties, and communications, both written
and oral. These Terms prevail over any of Buyer’s general terms and conditions
of purchase regardless whether or when Buyer has submitted its purchase order or
such terms. Fulfillment of Buyer’s order does not constitute acceptance of any
of Buyer’s terms and conditions and does not serve to modify or amend these
Terms.

2. Delivery.

a. The Goods will be delivered within a reasonable time after the receipt of
Buyer’s purchase order, subject to availability of finished Goods. Industrial
Automation shall not be liable for any delays, loss or damage in transit.

b. Unless otherwise agreed in writing by the parties, Industrial Automation
shall deliver the Goods to the Delivery Point using Industrial Automation’s
standard methods for packaging and shipping such Goods. Buyer shall take
delivery of the Goods within three (3) days of Industrial Automation’s written
notice that the Goods have been delivered to the Delivery Point. Buyer shall be
responsible for all loading costs and provide equipment and labor reasonably
suited for receipt of the Goods at the Delivery Point.

c. Industrial Automation may, in its sole discretion, without liability or
penalty, make partial shipments of Goods to Buyer. Each shipment will constitute
a separate sale, and Buyer shall pay for the units shipped whether such shipment
is in whole or partial fulfillment of Buyer’s purchase order.

d. If for any reason Buyer fails to accept delivery of any of the Goods on the
date fixed pursuant to Industrial Automation’s notice that the Goods have been
delivered at the Delivery Point, or if Industrial Automation is unable to
deliver the Goods at the Delivery Point on such date because Buyer has not
provided appropriate instructions, documents, licenses or authorizations: (i)
risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to
have been delivered; and (iii) Industrial Automation, at its option, may store
the Goods until Buyer picks them up, whereupon Buyer shall be liable for all
related costs and expenses (including, without limitation, storage and
insurance).

3. Non-Delivery.

a. The quantity of any installment of Goods as recorded by Industrial Automation
on dispatch from Industrial Automation’s place of business is conclusive
evidence of the quantity received by Buyer on delivery unless Buyer can provide
conclusive evidence proving the contrary.

b. The Industrial Automation shall not be liable for any non-delivery of Goods
(even if caused by Industrial Automation’s negligence) unless Buyer gives
written notice to Industrial Automation of the non-delivery within five (5) days
of the date when the Goods would in the ordinary course of events have been
received.

c. Any liability of Industrial Automation for non-delivery of the Goods shall
be limited to replacing the Goods within a reasonable time or adjusting the
invoice respecting such Goods to reflect the actual quantity delivered.

4. Quantity. If Industrial Automation delivers to Buyer a quantity of Goods of
up to ten percent (10%) more or less than the quantity set forth in the
Sales Confirmation, Buyer shall not be entitled to object to or reject the
Goods or any portion of them by reason of the surplus or shortfall and shall
pay for such Goods the price set forth in the Sales Confirmation adjusted
pro rata.

‌‌

5. Shipping Terms. Industrial Automation shall make delivery in accordance with
the terms on the face of the Sales Confirmation.

‌

6. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery
of the Goods at the Delivery Point. As collateral security for the payment
of the purchase price of the Goods, Buyer hereby grants to Industrial
Automation a lien on and security interest in and to all of the right, title
and interest of Buyer in, to and under the Goods, wherever located, and
whether now existing or hereafter arising or acquired from time to time, and
in all accessions thereto and replacements or modifications thereof, as well
as all proceeds (including insurance proceeds) of the foregoing. The
security interest granted under this provision constitutes a purchase money
security interest under the North Carolina Uniform Commercial Code.

7. Amendment and Modification. These Terms may only be amended or modified in a
writing which specifically states that it amends these Terms and is signed
by an authorized representative of each party.

8. Inspection and Rejection of Nonconforming Goods.

a. Buyer shall inspect the Goods within thirty (30) days of receipt
(“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it
notifies Industrial Automation in writing of any Nonconforming Goods during the
Inspection Period and furnishes such written evidence or other documentation as
reasonably required by Industrial Automation. “Nonconforming Goods” means only
the following: (i) product shipped is different than identified in Buyer’s
purchase order; or (ii) product’s label or packaging incorrectly identifies its
contents.

b. If Buyer timely notifies Industrial Automation of any Nonconforming Goods,
Industrial Automation shall, in its sole discretion, (i) replace such
Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price
for such Nonconforming Goods, together with any reasonable shipping and handling
expenses incurred by Buyer in connection therewith. Buyer shall ship, at its
expense and risk of loss, the Nonconforming Goods to Industrial Automation’s
facility located at 544 Pylon Drive, Raleigh, NC 27606. If Industrial Automation
exercises its option to replace Nonconforming Goods, Industrial Automation
shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer,
at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.

c. Buyer acknowledges and agrees that the remedies set forth in Section 8(a) are
Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as
provided under Section 8(a), all sales of Goods to Buyer are made on a one-way
basis and Buyer has no right to return Goods purchased under this Agreement to
Industrial Automation. It is the Buyer's responsibility to review the
Manufacturer's Recall Notices regarding its products on by signing up for
notifications from the product Manufacturer or by checking the product
Manufacturer's website on a regular basis for Recall Notices.

9. Price.

a. Buyer shall purchase the Goods from Industrial Automation at the price(s)
(the “Price(s)”) set forth in Industrial Automation’s published price list in
force as of the date that Industrial Automation accepts Buyer’s purchase order.

b. All Prices are exclusive of all sales, use and excise taxes, and any other
similar taxes, duties and charges of any kind imposed by any governmental
authority on any amounts payable by Buyer. Buyer shall be responsible for all
such charges, costs and taxes; provided, that, Buyer shall not be responsible
for any taxes imposed on, or with respect to, Industrial Automation’s income,
revenues, gross receipts, personnel or real or personal property or other
assets.

c. Buyer acknowledges that there is a twenty-five percent (25%) restocking fee
on returned Goods.

10. Payment Terms.

a. Buyer shall pay all invoiced amounts due to Industrial Automation within
thirty (30) days from the date of Industrial Automation’s invoice. Buyer shall
make all payments hereunder by wire transfer, check, or credit card and in US
dollars.

b. Buyer shall pay interest on all late payments at the lesser of the rate of
two percent (2.0%) per month or the highest rate permissible under applicable
law, calculated daily and compounded monthly. Buyer shall reimburse Industrial
Automation for all costs incurred in collecting any late payments, including,
without limitation, attorneys’ fees. In addition to all other remedies available
under these Terms or at law (which Industrial Automation does not waive by the
exercise of any rights hereunder), Industrial Automation shall be entitled to
suspend the delivery of any Goods if Buyer fails to pay any amounts when due
hereunder and such failure continues for thirty (30) days following written
notice thereof.

c. Buyer shall not withhold payment of any amounts due and payable by reason of
any set-off of any claim or dispute with Industrial Automation, whether relating
to Industrial Automation’s breach, bankruptcy or otherwise.

11. Limited Warranty.

a. Industrial Automation warrants to Buyer that for a period of two (2) years
from the date of shipment of the Goods (“Warranty Period”), that such Goods will
be free from material defects in material and workmanship.

b. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a), INDUSTRIAL AUTOMATION
MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A)
WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
(C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

c. Products manufactured by a third party (“Third Party Product”) may
constitute, contain, be contained in, incorporated into, attached to or packaged
together with, the Goods. Third Party Products are not covered by the warranty
in Section 11(1). For the avoidance of doubt, INDUSTRIAL AUTOMATION MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING
ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY
LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

d. The Industrial Automation shall not be liable for a breach of the warranty
set forth in Section 11(a) unless: (i) Buyer gives written notice of the defect,
reasonably described, to Industrial Automation within ten (10) days of the time
when Buyer discovers or ought to have discovered the defect; (ii) Industrial
Automation is given a reasonable opportunity after receiving the notice to
examine such Goods and Buyer (if requested to do so by Industrial Automation)
returns such Goods to Industrial Automation’s place of business at Industrial
Automation’s cost for the examination to take place there; and (iii) Industrial
Automation reasonably verifies Buyer’s claim that the Goods are defective.

e. The Industrial Automation shall not be liable for a breach of the warranty
set forth in Section 11(a) if: (i) Buyer makes any further use of such Goods
after giving such notice; (ii) the defect arises because Buyer failed to follow
Industrial Automation’s oral or written instructions as to the storage,
installation, commissioning, use or maintenance of the Goods; or (iii) Buyer
alters or repairs such Goods without the prior written consent of Industrial
Automation.

f. Subject to Section 11(d) and Section 11(e) above, with respect to any such
Goods during the Warranty Period, Industrial Automation shall, in its sole
discretion, either: (i) repair or replace such Goods (or the defective part) or
(ii) credit or refund the price of such Goods at the pro rata contract rate
provided that, if Industrial Automation so requests, Buyer shall, at Industrial
Automation’s expense, return such Goods to Industrial Automation.

g. THE REMEDIES SET FORTH IN SECTION 11(F) SHALL BE THE BUYER’S SOLE AND
EXCLUSIVE REMEDY AND INDUSTRIAL AUTOMATION’S ENTIRE LIABILITY FOR ANY BREACH OF
THE LIMITED WARRANTY SET FORTH IN SECTION 11(A).

h. Industrial Automation does not warrant to Buyer that it is an authorized
reseller or seller for the Goods sold to Buyer under these Terms. Industrial
Automation’s warranty set forth in this Section 11 is the only warranty that
applies to the Goods. The Buyer confirms that they have reviewed Industrial
Automation's Product Conditions.

i. Industrial Automation does not warrant to Buyer that its performance under
these Terms is in compliance with the laws, regulations, and ordinances of any
jurisdiction out of the United States.

j, Many products sold by Industrial Automation may have software installed.
However, Industrial Automation does not make any representations as to whether
any new surplus or refurbished products do or do not have any software,
including any firmware, installed, and for any such products that do have
software whether the software needs any updates, upgrades, or revisions.
Industrial Automation also does not make any representations about the ability
to obtain any updates, upgrades, or revisions to software, or install updates,
upgrades or revisions to any surplus or refurbished products. Industrial
Automation does not, and will not, obtain any software for any surplus and
refurbished products. Software, and any updates, upgrades, or revisions to
software may be subject to terms of a license, and it is the responsibility of
any one purchasing or using software, including any updates, upgrades, or
revisions to software, to follow the terms of that license.

12. Limitation of Liability.

a. IN NO EVENT SHALL INDUSTRIAL AUTOMATION BE LIABLE TO BUYER OR ANY THIRD
PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN
VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR
PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE
AND WHETHER OR NOT INDUSTRIAL AUTOMATION HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF
ITS ESSENTIAL PURPOSE.

b. IN NO EVENT SHALL INDUSTRIAL AUTOMATION’S AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE
AMOUNTS PAID TO INDUSTRIAL AUTOMATION FOR THE GOODS SOLD HEREUNDER.

13. Compliance with Law. Buyer shall comply with all applicable laws,
regulations, and ordinances. Buyer shall maintain in effect all the
licenses, permissions, authorizations, consents and permits that it needs
to carry out its obligations under this Agreement. Buyer shall comply with
all export and import laws of all countries involved in the sale of the
Goods under this Agreement or any resale of the Goods by Buyer. Buyer
assumes all responsibility for shipments of Goods requiring any government
import clearance. Industrial Automation may terminate this Agreement if any
governmental authority imposes antidumping or countervailing duties or any
other penalties on Goods.

‌

14. Termination. In addition to any remedies that may be provided under these
Terms, Industrial Automation may terminate this Agreement with immediate
effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount
when due under this Agreement and such failure continues for fifteen (15)
days after Buyer’s receipt of written notice of nonpayment; (ii) has not
otherwise performed or complied with any of these Terms, in whole or in
part; or (iii) becomes insolvent, files a petition for bankruptcy or
commences or has commenced against it proceedings relating to bankruptcy,
receivership, reorganization or assignment for the benefit of creditors.‌

15. Waiver. No waiver by Industrial Automation of any of the provisions of this
Agreement is effective unless explicitly set forth in writing and signed by
Industrial Automation. No failure to exercise, or delay in exercising, any
right, remedy, power or privilege arising from this Agreement operates, or
may be construed, as a waiver thereof. No single or partial exercise of any
right, remedy, power or privilege hereunder precludes any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.‌

16. Confidential Information. All non-public, confidential or proprietary
information of Industrial Automation, including but not limited to
specifications, samples, patterns, designs, plans, drawings, documents,
data, business operations, customer lists, pricing, discounts or rebates
(collectively, “Confidential Information”), disclosed by Industrial
Automation to Buyer, whether disclosed orally or disclosed or accessed in
written, electronic or other form or media, and whether or not marked,
designated or otherwise identified as “confidential” in connection with
this Agreement is confidential, solely for the use of performing this
Agreement and may not be disclosed or copied unless authorized in advance
by Industrial Automation in writing. Upon Industrial Automation’s request,
Buyer shall promptly return all Confidential Information received from
Industrial Automation. Industrial Automation shall be entitled to
injunctive relief for any violation of this Section. This Section does not
apply to information that is: (a) in the public domain; (b) known to Buyer
at the time of disclosure; or (c) rightfully obtained by Buyer on a
non-confidential basis from a third party. Buyer may disclose Confidential
Information as required to be disclosed by law, any regulatory agencies or
supervisory authorities, to the extent required to comply with that legal
obligation, provided that Buyer promptly notify Industrial Automation of
such obligation, unless otherwise prohibited by such law or legal
obligation

17. Force Majeure. No party shall be liable or responsible to the other party,
nor be deemed to have defaulted under or breached this Agreement, for any
failure or delay in fulfilling or performing any term of this Agreement
(except for any obligations of Buyer to make payments to Industrial
Automation hereunder), when and to the extent such failure or delay is
caused by or results from acts beyond the impacted party’s (“Impacted
Party”) reasonable control, including, without limitation, the following
force majeure events (each, a “Force Majeure Event”): (a) acts of God; (b)
flood, fire, earthquake, epidemic, or explosion; (c) war, invasion,
hostilities (whether war is declared or not), terrorist threats or acts,
riot or other civil unrest; (d) government order, law, or actions; (e)
embargoes or blockades in effect on or after the date of this Agreement;
(f) national or regional emergency; (g) strikes, labor stoppages or
slowdowns, or other industrial disturbances; (h) shortage of adequate power
or transportation facilities; (i) other similar events beyond the
reasonable control of the Impacted Party. The Impacted Party shall give
notice within five (5) days of the Force Majeure Event to the other party,
stating the period of time the occurrence is expected to continue. The
Impacted Party shall use diligent efforts to end the failure or delay and
ensure the effects of such Force Majeure Event are minimized. The Impacted
Party shall resume the performance of its obligations as soon as reasonably
practicable after the removal of the cause. In the event that the Impacted
Party’s failure or delay remains uncured for a period of thirty (30) days
following written notice given by it under this Section 18, either
party/the other party may thereafter terminate this Agreement upon five (5)
days’ written notice.

18. Assignment. Buyer shall not assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of
Industrial Automation. Industrial Automation may assign any of its rights
or delegate any of its obligations to any affiliate or to any person
acquiring all or substantially all of seller’s assets without buyer’s
consent. Any purported assignment or delegation in violation of this
Section is null and void. No assignment or delegation relieves Buyer of any
of its obligations under this Agreement.

19. Relationship of the Parties. The relationship between the parties is that
of independent contractors. Nothing contained in this Agreement shall be
construed as creating any agency, partnership, joint venture or other form
of joint enterprise, employment or fiduciary relationship between the
parties, and neither party shall have authority to contract for or bind the
other party in any manner whatsoever.

20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto and their respective successors and permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy of
any nature whatsoever under or by reason of these Terms.

21. Governing Law. All matters arising out of or relating to this Agreement is
governed by and construed in accordance with the internal laws of the State
of North Carolina without giving effect to any choice or conflict of law
provision or rule (whether of the State of North Carolina or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than those of the State of North Carolina.

22. Submission to Jurisdiction. Any legal suit, action or proceeding arising
out of or relating to this Agreement shall be instituted in the federal
courts of the United States of America or the courts of the State of North
Carolina in each case located in the City of Raleigh and County of Wake,
and each party irrevocably submits to the exclusive jurisdiction of such
courts in any such suit, action or proceeding.

23. Notices. All notices, request, consents, claims, demands, waivers and other
communications hereunder (each, a “Notice”) shall be in writing and
addressed to the parties at the addresses set forth on the face of the
Sales Confirmation or to such other address that may be designated by the
receiving party in writing. All Notices shall be delivered by personal
delivery, nationally recognized overnight courier (with all fees pre-paid),
facsimile (with confirmation of transmission) or certified or registered
mail (in each case, return receipt requested, postage prepaid). Except as
otherwise provided in this Agreement, a Notice is effective only (a) upon
receipt of the receiving party, and (b) if the party giving the Notice has
complied with the requirements of this Section.

24. Severability. If any term or provision of this Agreement is invalid,
illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this
Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction.

25. Survival. Provisions of these Terms which by their nature should apply
beyond their terms will remain in force after any termination or expiration
of this Agreement including, but not limited to, the following provisions:
Insurance, Compliance with Laws, Confidential Information, Governing Law,
Submission to Jurisdiction, and Survival.

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About Us

Industrial Automation Co. provides reliable automation spares with great
customer service right when you need them.

(877) 727-8757
sales@iac.us.com

544 Pylon Drive
Raleigh, NC 27606

--------------------------------------------------------------------------------

Industrial Automation Co. provides reliable automation spares with great
customer service right when you need them. The surplus and refurbished products
sold on this website are sourced by Industrial Automation Co. through
independent suppliers. Industrial Automation Co. is not an authorized
distributor for, or representative of, the manufacturers listed on this website.
We do not make any claims as to any quality control measures applied to any of
the products listed on this website – these products may vary as to their
country of origin, including accessories, packaging, and other material related
to the product. Manufacturers may not provide technical assistance and software
licenses may be void. This website has not been endorsed or approved by any
manufacturer or tradename listed herein. Any depictions, designated trademarks,
brand names, or brands listed on this website are the property of their
respective owners.

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