Terms, Conditions, Shipping & Return Policy
Click here for an Automation Distribution Inc. RMA Form
Use of our website represents your acceptance of all terms and conditions. Order confirmation does not signify our acceptance of your order nor does it constitute confirmation of our offer to sell. AutomationDistribution.com reserves the right to accept or decline your order for any reason.
These Terms and Conditions, the Sales Order, and all documents incorporated by reference herein constitute the complete and exclusive statement of the terms of the agreement governing the sale of certain goods and/or services described in the Sales Order by Automation Distribution Inc. to the Buyer.
These Terms and Conditions shall exclusively govern and apply to the transaction described on the Sales Order, whether Buyer’s order was received by Seller via phone, email purchase order, or other means. Acceptance of Buyer’s purchase order for the Equipment is expressly made conditional on Buyer’s assent to the terms and conditions contained herein, regardless of whether they are in addition to or different from the terms contained in Buyer’s purchase order. Automation Distribution Inc. hereby objects to and rejects any additional or different terms contained in any subsequent acceptance, acknowledgement or other forms received from Buyer related to the transaction covered by Quote or Sales Order.
Buyer’s assent to these Terms and Conditions shall be conclusively evidenced by the Buyer’s acceptance of the Equipment upon delivery or any other action indicating an intent to be bound.
No waiver, modification of or addition to these Terms and Conditions or of the Sales Order shall be of any force or effect unless signed by an officer of Automation Distribution Inc. There are no oral understandings or agreements between Buyer and Automation Distribution Inc. No amendments, changes, revisions or waivers hereof in whole or in part shall have any force or effect unless set forth in writing and signed by the parties hereto.
BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT AUTOMATION DISTRIBUTION INC, HAS SET ITS PRICES AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND OTHER TERMS AND CONDITIONS SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN BUYER AND AUTOMATION DISTRIBUTION INC. AND FORM A BASIS OF THIS BARGAIN BETWEEN THE PARTIES.
For automationdistribution.com Website Users & Website Orders:
Use of our website represents your acceptance of all terms and conditions. Order confirmation does not signify our acceptance of your order nor does it constitute confirmation of our offer to sell. AutomationDistribution.com reserves the right to accept or decline your order for any reason.
Orders from our warehouse stock generally ship within 48 hours. Any specifically noted shipping times represent the manufacturers’ estimated production or shipping schedules for longer lead time orders. Automation Distribution does not assume responsibility for late shipments due to manufacturer delays or delays at the carrier. Your order will ship as it becomes available. No orders are shipped on weekends or holidays. When specific product numbers have been obsoleted and a drop-in replacement is available, your order will be updated to reflect such updates. Should there be a price difference in these items, we will contact you to collect the difference prior to processing your order.
If any item on your order is out of stock, we will inform you of the outage and update you as to the anticipated availability. We make every attempt to ship all products contained in the order at the same time.
You may supply your UPS or FedEx account number at checkout in the notes section of the order. To ensure that your account number is supplied and valid, your credit card will be authorized for a shipping fee, which will be refunded at the time your order is processed as long as you have supplied your valid shipping account number as intended. Should a shipping account number not be supplied or be invalid, the shipping cost of your order will be charged.
Product images are provided for reference only. Actual products may appear differently depending on options assigned.
We reserve the right to make changes to our website and these conditions at any time.
BINDING EFFECT; ASSIGNMENT
These Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, personal representatives, successors and assigns; however, Buyer shall not assign its rights or duties hereunder without the prior written consent of Automation Distribution Inc.
BLANKET PURCHASE ORDERS
In the event that Buyer issues to Automation Distribution Inc. a blanket purchase order or any purchase order or purchase agreement requesting that Automation Distribution Inc. stock a quantity of Equipment to be released by Buyer through subsequent purchase orders (a “Blanket Order”), Buyer shall be obligated to accept delivery of the full quantity of Equipment listed thereon prior to the Blanket Order’s expiration; or in the absence of a termination date listed on the Blanket Order, within 12 months of Automation Distribution Inc.’s acceptance of the Blanket Order.
Blanket Order(s) are subject to any quoted minimum release/shipment quantity.
If Buyer delays a Blanket Order release/shipment, equipment allocated to such release/shipment can, at Automation Distribution Inc.’s discretion, be allocated elsewhere. Should this re-allocation cause a shortage in subsequent releases/shipments, said shortage shall not cause Automation Distribution Inc. to be in breach of the Blanket Order agreement.
CONFIDENTIAL INFORMATION
Any information related to the Equipment provided by Automation Distribution Inc. to Buyer, including but not limited to, technical documentation, product specifications and information, software and electronic data, shall be deemed to be Confidential Information. Without Automation Distribution Inc.’s express written consent, Confidential Information shall not be disclosed to third parties or used for any purpose other than that for which it has been provided.
COPIES OF INVOICES, PROOF OF DELIVERY
If a copy of an invoice or proof of delivery is required, please contact Automation Distribution Inc.
FORCE MAJEURE
In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to any act of god, fire, casualty, flood, war, epidemic, destruction of production facilities, riot, insurrection, or any other cause beyond the reasonable control of the party invoking this section, such party’s performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences, provided that such party shall use commercially reasonable efforts to mitigate the effects of such occurrences, and such party shall give prompt written notice to the other party thereof; provided, however, that in no event will this clause apply to excuse any payment obligation of Buyer.
GOVERNING LAW
This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement and all contemplated transactions shall be instituted exclusively in the state courts located in Doylestown, Pennsylvania, or federal courts located in Philadelphia, Pennsylvania. EACH PARTY IRREVOCABLY: (A) SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS; (B) WAIVES ANY OBJECTION TO SUCH COURTS BASED ON VENUE OR INCONVENIENCE; AND (C) WAIVES ANY RIGHT TO TRIAL BY JURY. Service of process, summons, notice or other document by certified or registered mail, return receipt requested and postage prepaid shall be effective service of process for any suit, action, or other proceeding brought in any such court. Automation Distribution Inc. shall be entitled to collect from Buyer all legal fees and costs incurred by Automation Distribution Inc. in connection with the enforcement of this Agreement by Automation Distribution Inc. including but not limited to the payment of all amounts due to Automation Distribution Inc.
INDEMNITY
From time to time, Automation Distribution Inc. or its affiliates may enter Buyer’s premises for purposes of installing and /or servicing the Equipment. Except for losses directly caused by the gross negligence or willful misconduct of Automation Distribution Inc. while on Buyer’ premises, Automation Distribution Inc. shall not have any liability to Buyer or any third parties arising out of their presence or activities on Buyer’s premises, and Buyer agrees to indemnify and hold harmless Automation Distribution Inc. for all such losses or claims. In addition, Buyer shall release, indemnify, defend and hold harmless Automation Distribution Inc. from and against all claims, suits, judgments, costs, losses, expenses (including attorneys’ fees) and liabilities arising from or related to infringement (actual or claimed) of patents, copyrights or trademarks arising from compliance with Buyer’s design, specifications or instructions and the fulfillment of Buyer’s order, as well as from any breach by Buyer of these Terms and Conditions.
INSTALLATION AND SERVICE
Unless otherwise expressly stated in the applicable purchase order, the Equipment shall be installed by Buyer and at Buyer’s expense. Upon request, Automation Distribution Inc. will provide a competent technician to perform or supervise the installation and/or setting up of the Equipment. Buyer agrees to pay Automation Distribution Inc.’s normal rates, then in effect, for all installation and service charges other than charges specifically included in Automation Distribution Inc.’s Quotation. In addition, Buyer agrees to pay all reasonable costs and expenses related to the installation and/or service, including, but not limited to, travel costs. Automation Distribution Inc. shall not be liable for personal injury or damage to property occurring during the course of or related to the technician’s presence at Buyer’s premises. If applicable, Buyer shall provide, at its expense, all connections and utilities necessary for operating the Equipment, including but not limited to electricity and air. Automation Distribution Inc. shall have no liability or responsibility for the acts of Buyer’s employees, contractors or agents, or for the performance of any Equipment not installed or set up under the supervision of Automation Distribution Inc’s technician. Automation Distribution Inc. will not be responsible for damage or deterioration to the Equipment due to Buyer’s storage of the Equipment prior to installation and operation.
PAYMENT TERMS
Terms of payment are listed on the face of the Sales Order. All invoices are due and payable in cash in US Dollars. In the event Buyer’s payments become delinquent, Automation Distribution Inc. shall have the right to withhold future deliveries and consider all unpaid amounts for prior deliveries immediately due and payable in addition to any other rights and remedies Automation Distribution Inc. may have under law. Such remedies may include, but are not limited to, all costs and expenses incurred by Automation Distribution Inc. arising from Buyer’s failure to pay, interest on the unpaid amount and reasonable attorneys’ fees. Each shipment shall be considered a separate and independent transaction and payment therefor shall be made accordingly.
Buyer hereby grants to Automation Distribution Inc. a purchase money security interest in the Equipment, services and/or equipment supplied hereunder. In the event Buyer fails to make any payment when due, Automation Distribution Inc. shall be entitled, in its sole discretion, to declare all obligations of Buyer immediately due and payable, whereupon Automation Distribution Inc. shall have all the rights and remedies of a secured party under applicable law. Upon Automation Distribution Inc.’s request, Buyer agrees to execute all documents which Automation Distribution Inc. deems necessary or appropriate to create, perfect and maintain its security interest under applicable law.
Credit:
Automation Distribution Inc. requires the completion of a credit application to evaluate the extension of credit. Automation Distribution Inc. reserves the right to change or suspend credit terms or require advance payment and the right to revoke any credit extended to Buyer for failure to pay when due or for any other reason at Automation Distribution Inc.’s sole discretion. In such event(s), all subsequent shipments shall be prepaid before delivery at Automation Distribution Inc.’s option.
Payment terms are NET 30 DAY unless otherwise stated in writing.
When making payments, please indicate the invoice number(s) on your check or electronic payment advise. Automation Distribution Inc. will not apply payments toward an invoice without your specific instructions. Any payments that do not specifically indicate where all amounts are to be applied will be left as an unapplied payment on your account.
ACH remittance is available. Please email accounting@automationdistribution.com for details.
Automation Distribution Inc. does not recognize “Debit Memos”. If you have a dispute on a price, a discount, or a shipment, please contact your Customer Service Representative for assistance in resolving the issue.
First Order/Initial Purchase Payment Policy:
Automation Distribution Inc. reserves the right to require up to 100% of the payment for your first order (initial purchase) to be processed via credit card and reserves the right to receive that payment in advance of shipment of the order.
PAYMENT INSTRUCTIONS (ESTABLISHMENT AND/OR CHANGE OF) RESPONSIBILITY FOR VERIFICATION
Automation Distribution Inc. recognizes that there is a substantial risk of fraud in online and electronic payments (i.e. email account hacks, look-alike email addresses, identity theft and masking, deep fakes, and confidential).
TO AVOID LOSS DUE TO FRAUD IN THE PAYMENT OF AMOUNTS DUE TO AUTOMATION DISTRIBUTION INC. BUYER IS REQUIRED TO ABIDE STRICTLY BY THE FOLLOWING PAYMENT PROCEDURES - WHICH ARE AN EXPRESS TERM AND CONDITION OF SALE - IN CONNECTION WITH THE PAYMENT OF AMOUNTS DUE TO AUTOMATION DISTRIBUTION INC.
If Buyer is paying an amount due by wire or ACH transfer, such payments may only be made to Automation Distribution Inc. after Buyer completes the following process:
If Buyer receives a written or verbal notice or communication indicating payment instructions (or a change thereof), Buyer is solely responsible for verifying the authenticity of the payment instructions with Automation Distribution Inc. before initiating any payment. Do not attempt to communicate with us using an email address or phone number contained in the notice or communication.
Buyer’s obligation to verify the authenticity can only be made by abiding strictly by the following process:
1. Contact our Accounting Department and Verify Authenticity. Buyer must contact our accounting department at 215-997-5595 ext. 14. In contacting our Accounting Department on that phone number, Buyer must verify identity by providing us with the date of a payment that you have made to Automation Distribution Inc. within the past two years, and asking our accounting department to confirm the amount of that payment and the products or services for which such payment was made.
2. Verify the Authenticity of the Change in Payment Instructions. If our Accounting Department correctly confirms the amount of the payment and the products or services for which such payment was made, Buyer must ask to confirm to Buyer the details of the new payment instructions and the reason for such change in payment instructions.
3. Send and Confirm Receipt of Micropayment. If our Accounting Department correctly confirms to Buyer the details of the new payment instructions then Buyer must send a micropayment (an amount from $0.01 to $100.00) in accordance with the new payment instructions, and after the payment has been sent Buyer must contact our Accounting Department and ask to confirm to you the amount of the micropayment. If our Accounting Department correctly confirms to Buyer the amount of the micropayment then Buyer may pay the balance of the invoice in accordance with the new payment instructions.
Buyer must abide by the same procedure in the event of any future change in payment instructions.
BUYER WILL BE SOLELY RESPONSIBLE FOR ANY PAYMENTS BUYER MAKES BASED ON FRAUDULENT OR UNAUTHORIZED PAYMENT INSTRUCTIONS. BUYER MUST ABIDE STRICTLY BY THE PROCEDURES OUTLINED ABOVE IN THE EVENT OF ANY PURPORTED CHANGE IN PAYMENT INSTRUCTIONS. BY INITIATING PAYMENT WITHOUT ABIDING STRICTLY BY SUCH PROCEDURES, SUCH PAYMENT WILL NOT BE CREDITED AGAINST BUYER’S ACCOUNT AT AUTOMATION DISTRIBUTION INC., AND BUYER ASSUMES FULL RESPONSIBILITY AND LIABILITY FOR ANY LOSS OR DAMAGES ARISING FROM THE PAYMENT.
IN SHORT, IF AUTOMATION DISTRIBUTION INC. DOES NOT RECEIVE PAYMENT OF AN AMOUNT DUE THEN PAYMENT HAS NOT BEEN MADE, REGARDLESS OF WHETHER BUYER INITIATED A PAYMENT, AND BUYER WILL REMAIN LIABLE FOR THE PAYMENT EVEN IF THAT MEANS BUYER MUST MAKE THE PAYMENT TWICE.
PROPERTY DAMAGE AND PERSONAL INJURY
Automation Distribution Inc. will not be responsible for any loss or injury resulting, directly or indirectly, from the assembly, installation, use or operation of the Equipment, Retrofitted Machine, New System, or End Product, regardless of any connection between the Equipment and such loss or injury. Buyer agrees to assume all responsibility for any and all defects in or hazards associated with the Equipment, Retrofitted Machine, New System, or End Product upon delivery thereof to the Buyer or to a common carrier.
Buyer expressly agrees, as a condition of the purchase of the Equipment, that it will indemnify and hold Automation Distribution Inc. harmless from and against any and all losses, expenses, demands, and claims that may be hereafter at any time asserted by Buyer, any subsequent owner or user of the Equipment, Retrofitted Machine, New System, or End Product, or any agent or employee of Buyer, such owner or user, or by any third party, because of injury or illness (including death), or property damage, actual or alleged, arising from any purported defect in the Equipment, Retrofitted Machine, New System, or End Product, or by reason of their use, operation, maintenance, possession or disposition, except in the case of gross negligence or willful misconduct on the part of Automation Distribution Inc. At the election of Automation Distribution Inc., Buyer agrees to defend any suit, action or cause of action brought against Automation Distribution Inc., its agents or employees, based on any such actual or alleged injury, illness, or damage and to pay all damages, costs and expenses (including attorney’s fees) in connection therewith or resulting therefrom.
QUOTATIONS
Any of Automation Distribution Inc.’s quotations, including price quotations, shall be subject to change without notice.
RETURN, CANCELLATION & EXCHANGE POLICY
Once confirmed by Automation Distribution Inc., Buyer’s order shall not be subject to cancellation or changes by Buyer without Automation Distribution Inc.’s written consent.
No cancellations or returns will be accepted on cylinders, actuators, special order, or build to order items.
No returns will be accepted on orders shipped outside the U.S
Items marked Final Sale are not returnable.
Automation Distribution can exchange returnable (not marked non-cancellable & non-returnable or “NC/NR”) products purchased from us that are in new, unused condition up to thirty (30) days from the date of delivery. Returns, exchanges, and cancellations are subject to a 30% restocking fee plus shipping. Cancellations received prior to the original order being processed may, at Automation Distribution Inc.’s discretion, not be subject to the restocking fee plus shipping.
Products sold by Automation Distribution Inc. are brand new and come with the factory warranties (unless otherwise noted). Defective product claims must be reported within thirty (30) days of delivery. Please contact us to obtain a Return Material Authorization prior to sending your return. Items returned without prior authorization will not be refunded nor returned to the sender. Shipping is the customer's responsibility except in the event of an error on our part.
Cancellation Policy:
Standard Product:
On most standard products, your order may be canceled at any time prior to shipment. The cancellation may be subject to restocking charges. If it is too late for cancellation, it may be possible to return the product under our Returns, Cancellation & Exchange Policy.
Specialty Product:
A product that requires assembly, machining, or is a specialty product, may be cancelled prior to production. However, if production has already begun, product cannot be cancelled.
Return Material Authorization (RMA):
Customer RMAs must be submitted within 30 days of issuance by Automation Distribution Inc.
To return product, you must obtain a Return Material Authorization (RMA) Number from a Customer Service Representative. The completed RMA Form and your Purchase Order Number, with RMA Number referenced, must be included with the product. The RMA Number must appear on the outside of the package and specific reason for return must be provided. Material must be unused, in original packaging, and in saleable condition. All returns shall be freight prepaid. Please Note: Non-standard cylinders, custom manifolds, and other made-to-order products will not be considered for return. Product that has been modified or altered in any way and products for which no record of purchase can be provided are subject to be returned to the customer at their expense.
For product returned due to a mis-shipment, over-shipment, or damage in transit, there is no re-stocking charge for the return. Otherwise, a 30% restocking fee plus the original cost of shipping will be charged.
No returns of used items will be accepted.
Once the product has been received by Automation Distribution Inc., a credit memo will be issued. You may deduct your credit from your next payment. Please reference the credit memo number.
Nonstock Equipment can be returned as long as Automation Distribution Inc. has authorization from the factory to return. The amount of restocking charges will be determined from the factory upon acceptance (minimum 30%). Credit for non-stock items will be issued after Automation Distribution Inc. has received credit from the vendor/factory. Handling & restocking charges, plus all freight costs, will apply.
SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity of the remaining provisions. Failure by either Party to enforce any term will not be deemed a waiver of future enforcement of that or any other term. The terms and conditions stated herein are declared to be severable. These Terms and Conditions may not be modified by any custom or course of dealing between the parties.
SHIPMENT & DELIVERY
Delivery dates are approximate and based upon prompt receipt of all necessary information from Buyer. Automation Distribution Inc. shall not be liable for any damages for failure to deliver the Equipment within a stipulated or requested timeframe. Shipments are made either from the Equipment manufacturer or Automation Distribution Inc.’s warehouse, FOB Origin. Buyer is responsible for all rigging, draying, insurance, and transportation charges. Damages or shortages must be reported to Automation Distribution Inc. and signed for at time of delivery. If the shipment or delivery of the Equipment is delayed by Buyer for any reason, Buyer agrees to reimburse Automation Distribution Inc. for any resulting storage costs and other additional expenses.
All freight will be charged F.O.B. Origin.
Risk of loss to the Equipment shall pass to Buyer when such Equipment has been delivered to the carrier for shipment. Shipments are not insured against loss unless specifically requested by Buyer and the cost of such insurance shall be added to Buyer’s order. Title shall pass to Buyer upon payment in full. Automation Distribution Inc. reserves the right to make delivery installments. All such installments shall be separately invoiced and paid for when due, without regard to subsequent deliveries. Automation Distribution Inc. shall be entitled to payment from Buyer regardless of whether Buyer accepts the goods from the carrier. Delay in delivery of an installment shall not relieve Buyer of the obligation to accept remaining deliveries.
SOFTWARE
In the event the Equipment covered by Buyer’s order includes or incorporates any software used for its control or operation, regardless of manufacturer, Buyer’s rights with respect to such software shall be governed by the terms of the software provider. Any data or software authored by Automation Distribution Inc. in connection with the Equipment or as part of Buyer’s order shall remain the property of Automation Distribution Inc., and Buyer shall be granted a nonexclusive license to use such data and software. Unless expressly agreed in writing by Automation Distribution Inc., any and all data or software authored by Automation Distribution Inc. in connection with the Equipment or as part of Buyer’s order shall be treated by Buyer as Confidential Information proprietary to Automation Distribution Inc.
TAXES
Quoted prices do not include any applicable taxes. Buyer is responsible for such taxes and shall reimburse Automation Distribution, Inc. for all taxes, duties, fees or other charges which Automation Distribution Inc. may be required to pay in order to complete the production, sale, or delivery of the Equipment.
WARRANTIES
Products sold by Automation Distribution Inc. are brand new and come with the factory warranties (unless otherwise noted). Automation Distribution Inc. will transfer to buyer any warranties extended by the manufacturer. All express warranties and implied warranties of merchantability and of fitness for particular purpose are hereby disclaimed. There are no warranties, express or implied, which extend beyond this description. All liability for consequential, exemplary, incidental, indirect, punitive, and special damages resulting from the use of the products are disclaimed. In no event shall Automation Distribution Inc. or it’s supplier(s) be liable for consequential or special damages arising out of a defect in material or workmanship, or for any damages resulting from incorrectly assembled parts or devices that have been installed by personnel not authorized by Automation Distribution Inc.
THIS INCLUDES ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, LIABILITY HEREUNDER SHALL BE LIMITED TO THE PURCHASE PRICE OF THE EQUIPMENT WITH RESPECT TO WHICH LIABILITY IS CLAIMED, WHETHER OR NOT THE CLAIM IS BASED ON NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, ANY ACTION FOR ALLEGED BREACH BY AUTOMATION DISTRIBUTION INC. OF THE CONTRACT BETWEEN THE PARTIES SHALL BE BARRED UNLESS COMMENCED BY BUYER WITHIN ONE (1) YEAR FROM THE DATE SUCH CAUSE OF ACTION ACCRUED.
V2025
Updated: 1/27/25
