SINCE 1982
Applicable to the sale of goods and/or services by USC Power Services (“Seller”)
All goods and/or services that USC Power Services (“Seller”) provides to any purchaser or customer (“Buyer”) are subject to these Terms and Conditions of Sale (“Seller’s Terms”). Any applicable quotation, proposal, confirmation of sale, sales order, purchase order acknowledgment, or invoice issued or accepted in writing by Seller (collectively, the “Sales Confirmation,” and together with Seller’s Terms, the “Sales Agreement”) constitutes the entire agreement between Seller and Buyer concerning the applicable transaction and supersedes prior or contemporaneous communications, understandings, negotiations, representations, and agreements relating to that transaction.
Seller’s Terms apply to all orders for goods and/or services and shall prevail over any inconsistent, additional, or different terms contained in Buyer’s purchase order, subcontract, portal, acknowledgment, or other document. Any such terms are expressly rejected and shall not bind Seller unless expressly accepted in a writing signed by Seller’s authorized representative.
Buyer’s issuance of a purchase order, acceptance of Seller’s quotation or Sales Confirmation, authorization for Seller to proceed, receipt of goods, or acceptance of services constitutes Buyer’s acceptance of the Sales Agreement. No modification, amendment, waiver, or course of dealing shall alter the Sales Agreement unless set forth in a written instrument signed by Seller’s authorized representative.
Changes to scope, specifications, drawings, quantities, shipment, delivery, schedule, site conditions, or other requirements must be documented in a written change order, revised quotation, or other written authorization acceptable to Seller. Seller is entitled to an equitable adjustment in price and schedule for any such change.
If concealed, unknown, unusual, or materially different physical or site conditions are encountered, Seller may suspend affected work and the price and schedule shall be equitably adjusted. Seller should submit a claim for adjustment within twenty (20) days after first observance when reasonably practicable.
Unless otherwise stated in writing, quotations are valid for thirty (30) days and prices are in U.S. Dollars. Prices are based on payment by check, ACH, or wire transfer and exclude freight, taxes, tariffs, duties, merchant fees, and similar charges. Buyer is responsible for such charges, except taxes imposed on Seller’s net income. If materials, components, equipment, freight, tariffs, taxes, regulations, or other costs beyond Seller’s reasonable control materially increase after quotation, Seller may equitably adjust the price.
Unless otherwise specified in writing, payment is due within thirty (30) days from invoice date. Past-due amounts are subject to finance charges up to the maximum lawful rate. Buyer shall reimburse Seller for reasonable collection costs, including attorneys’ fees. Seller may refuse credit/debit card payments; where lawful, accepted credit card payments may incur a three percent (3%) merchant fee.
Buyer shall not withhold, offset, backcharge, or reduce amounts due unless Seller agrees in writing. Seller may suspend performance, withhold shipment, cancel remaining performance, or terminate the Sales Agreement if Buyer fails to pay when due.
All orders are subject to Seller’s credit approval and are accepted only upon Seller’s written Sales Confirmation or commencement of performance. Buyer may not cancel or terminate an accepted order without Seller’s prior written consent. If Seller consents, Buyer shall pay Seller’s substantiated costs, commitments, work performed, and the applicable cancellation charge below.
| Category | Timing / Stage | Cancellation Charge |
| Goods – Non-Engineered | At least 90 days before scheduled delivery | 15% |
| Goods – Engineered | Before Seller submits drawings | 5% |
| Goods – Engineered | After Seller submits drawings | 20% |
| Goods – Engineered | After final release of drawings | 70% |
| Goods – Engineered | After production begins | 100% |
| Field Services | Within 7 days before onsite schedule | 15% |
| Field Services | Within 48 hours before onsite schedule | 25% |
| Field Services | Within 24 hours before onsite schedule | 50% |
| Field Services | Within 1 business day of planned site visit after mobilization/commitment | Up to 100% of committed costs |
Unless Seller agrees otherwise in writing, delivery of goods is EXW Seller’s chosen facility (Incoterms 2020), and risk of loss passes when goods are made available to Buyer. Buyer’s payment obligation is not conditioned on taking possession. Shipping and service dates are estimates. Seller may make partial shipments and invoice them separately. If Buyer fails to take possession, Seller may assess reasonable storage, handling, insurance, and related charges.
Buyer shall timely provide accurate information, drawings, specifications, decisions, approvals, licenses, permits, authorizations, safe access, suitable work areas, and cooperation reasonably required for Seller’s performance. Buyer shall maintain a safe working environment and correct unsafe conditions reported by Seller at Buyer’s expense.
Seller may stop or decline work when conditions are unsafe. Seller is not in breach and is not liable for delay, cost, or loss caused by Buyer, Owner, other contractors, or persons under Buyer’s control. Seller is entitled to an equitable adjustment for resulting delay, disruption, standby, remobilization, or additional work.
Seller shall not be liable for failure or delay caused by circumstances beyond Seller’s reasonable control, including acts of God, flood, fire, earthquake, explosion, epidemic, war, terrorism, civil unrest, governmental action, changes in law or regulation, tariffs, embargoes, labor disputes, transportation restraints, carrier delays, supply shortages, inability to obtain suitable materials, or utility/telecommunications failures. Time for performance shall be extended for the delay and its consequences, and Seller may equitably adjust price for resulting unavoidable material cost impacts.
Buyer shall inspect goods promptly. Unless Buyer gives written notice describing a claimed nonconformity within ten (10) days after delivery, goods are deemed accepted. Non-defective, non-customized goods may be returned only with Seller’s prior written authorization and are subject to a minimum twenty-five percent (25%) restocking fee plus freight and related charges. Customized, special-order, engineered, or Buyer-specific goods are non-returnable unless Seller agrees otherwise in writing.
Goods may be identified as: (a) AS-IS – sold as-is and with all faults, not necessarily tested or inspected, with no warranty; (b) E-OK – used goods cleaned and subjected to reasonable customary electrical tests, with no warranty unless expressly stated otherwise; (c) RECONDITIONED – processed to return to safe operating condition under available OEM instructions or reasonable industry standards and customary tests; (d) REMANUFACTURED – disassembled, remanufactured, and tested under available OEM specifications and reasonable industry standards; (e) SURPLUS UNUSED – never placed into service but not represented as new through OEM-approved channels; or (f) NEW – sold as new from an OEM or OEM-approved sales channel.
Seller’s services may include maintenance testing, acceptance testing, commissioning, engineering or power-system studies, inspection, quality assurance, and other services identified in the Sales Confirmation. Maintenance testing assesses suitability for continued service, maintenance condition, and reliability. Acceptance testing assesses suitability for initial energization and final acceptance. Engineering studies may include load flow, cable ampacity, short-circuit, coordination, incident energy, motor-starting, switching transient, reliability, grounding, harmonics, or other identified studies. Commissioning is the systematic process of documenting and placing newly installed or retrofitted electrical power equipment and systems into service.
Seller’s testing, inspection, commissioning, and quality-assurance services do not make Seller responsible for the design, construction, installation, means and methods, or code compliance of work performed by others except to the extent expressly included in Seller’s written scope.
Buyer shall disclose known hazardous materials, hazardous conditions, or regulated substances that may affect Seller’s personnel, goods, or services. Hazardous materials shipped by or on behalf of Buyer shall be properly classified, described, packaged, marked, labeled, documented, and transported in accordance with applicable law and Department of Transportation requirements. Seller may suspend work or refuse handling where hazards have not been properly disclosed or controlled; resulting costs and delays are Buyer’s responsibility unless caused by Seller’s negligence or willful misconduct.
Seller warrants that services will be performed in a professional and workmanlike manner by trained and qualified personnel in accordance with applicable industry standards. Buyer’s sole remedy for nonconforming services is re-performance within a reasonable time.
Unless a different written warranty is stated in the Sales Confirmation, eligible goods are warranted for one (1) year from Seller’s invoice date; goods manufactured by ArcSafe, if applicable and covered by the manufacturer’s program, are warranted for two (2) years from invoice date. AS-IS and E-OK goods carry no warranty.
Warranty coverage is void to the extent a defect results from untimely payment, accident, negligence, abuse, misuse, alteration, improper storage, maintenance or installation, abnormal operating conditions, unauthorized repair, or failure to follow instructions. Claims must be submitted in writing within ninety (90) days after discovery and within the applicable warranty period. Buyer shall provide access or return the item as Seller directs. Buyer is responsible for removal and reinstallation unless Seller agrees otherwise.
For covered goods, Buyer’s sole remedy is repair or replacement, at Seller’s option, of the nonconforming item and affected Seller-supplied portion. Third-party warranties remain separate and do not extend Seller’s warranty.
| Condition of Goods | Standard Warranty |
| AS-IS | No Warranty, express or implied |
| E-OK | No Warranty, express or implied |
| Reconditioned | 1 Year from invoice date |
| Remanufactured | 1 Year from invoice date |
| Surplus Unused | 1 Year from invoice date |
| New | 1 Year from invoice date |
| Goods manufactured by ArcSafe | 2 Years from invoice date |
If offered in Seller’s quotation, Buyer may purchase a twelve (12) month extended warranty at original purchase. It begins after the limited warranty expires and is subject to the same exclusions, remedies, and liability limitations. AS-IS goods, E-OK goods, and services are excluded unless Seller expressly agrees otherwise.
EXCEPT FOR EXPRESS WARRANTIES IN THE SALES AGREEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR LOSS OF USE, REVENUE, PROFIT, COST OF CAPITAL, OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, COLLATERAL, OR PUNITIVE DAMAGES, REGARDLESS OF THEORY OR FORESEEABILITY.
SELLER’S LIABILITY IS LIMITED TO SELLER’S SPECIFIC GOODS OR THE PORTION OF EQUIPMENT ACTUALLY SERVICED AND DOES NOT EXTEND TO ATTACHED, ADJACENT, OR INTERCONNECTED EQUIPMENT EXCEPT TO THE EXTENT DIRECTLY DAMAGED BY SELLER’S NEGLIGENCE OR WILLFUL MISCONDUCT. SELLER’S AGGREGATE LIABILITY SHALL NOT EXCEED ONE (1) TIMES THE AMOUNT PAID TO SELLER FOR THE SPECIFIC GOODS AND/OR SERVICES GIVING RISE TO THE CLAIM.
Confidential Information includes non-public technical, commercial, proprietary, trade-secret, design, methodology, procedure, specification, analysis, documentation, know-how, and intellectual-property information furnished by Seller. It excludes information Buyer proves is publicly available without breach, lawfully known before disclosure, or lawfully received from an unrestricted third party.
Seller retains all rights in its pre-existing and independently developed intellectual property, methods, procedures, protocols, know-how, templates, software, test methods, report formats, and proprietary materials. No license is granted except the limited right necessary for Buyer to use deliverables for their intended purpose. Buyer shall not reverse engineer Seller’s goods or proprietary materials or disclose/use Confidential Information outside the transaction without prior written consent.
If legally compelled to disclose Confidential Information, Buyer shall, where lawful, promptly notify Seller and disclose only what is legally required. Seller may seek injunctive relief for actual or threatened misuse. The immunity notice in 18 U.S.C. § 1833 applies to protected trade-secret disclosures.
To the maximum extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller and its officers, employees, agents, affiliates, and suppliers from claims, liabilities, damages, losses, costs, and reasonable attorneys’ fees arising from: Buyer’s breach; Buyer’s negligence or willful misconduct; misuse, storage, installation, operation, or maintenance of goods; unsafe site conditions; Buyer-provided designs, specifications, instructions, or customizations that infringe third-party rights; or acts/omissions of Buyer or persons under Buyer’s control, except to the extent finally determined to have been caused by Seller’s negligence or willful misconduct.
When Seller’s personnel enter Buyer’s or an Owner’s site, Seller will maintain insurance customary for the nature of its operations and any project-specific insurance expressly agreed in writing. Any additional-insured, waiver-of-subrogation, primary/non-contributory, professional liability, pollution-liability, or special coverage requirement applies only if expressly accepted by Seller in writing. Seller is an independent contractor and retains control over its personnel and means and methods of performing Seller’s scope.
In addition to other remedies, Seller may terminate the Sales Agreement upon written notice if Buyer fails to pay amounts when due and does not cure within five (5) days after written notice; materially fails to perform or comply with the Sales Agreement; becomes insolvent; files or becomes subject to bankruptcy, receivership, reorganization, or assignment for benefit of creditors; or creates conditions that make continued performance unsafe or unlawful. Buyer remains liable for goods delivered, services performed, commitments made, cancellation charges, and other amounts accrued through termination.
Each party shall comply with federal, state, and local laws applicable to its own performance. Seller will comply with applicable employment, workplace-safety, transportation, and other laws governing Seller’s operations. Seller’s acceptance of an order does not incorporate project-specific labor, wage, certified-payroll, flow-down, socioeconomic, federal-contract, or other special compliance obligations unless Seller expressly accepts them in writing.
Seller may assign the Sales Agreement, accounts receivable, or payment rights without Buyer’s consent. Buyer may not assign its rights, warranties, or obligations without Seller’s prior written consent. Any prohibited assignment or delegation is void to the extent permitted by law.
The Uniform Commercial Code, as adopted in the state where the applicable project is located, shall govern transactions in goods to the extent applicable. If the UCC has not been adopted or does not resolve an issue, the laws of the State of Alabama, without regard to conflict-of-laws principles, shall govern. Unless Seller expressly agrees otherwise in writing, venue for disputes shall lie in a court of competent jurisdiction in Alabama. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
No waiver of Seller’s rights or remedies is effective unless in writing and signed by Seller, and a waiver on one occasion is not a waiver on another. If any provision is held invalid or unenforceable, it shall be enforced to the maximum lawful extent and the remaining provisions remain in full force.
Notices, claims, demands, waivers, and other formal communications shall be in writing and sent to the addresses stated in the applicable Sales Confirmation or to another address designated in writing. Notice may be delivered personally, by nationally recognized overnight courier, certified or registered mail, or other written method expressly agreed by the parties. Email may be used as a courtesy copy unless the Sales Confirmation expressly permits email as formal notice.
Payment obligations, warranty limitations, confidentiality, intellectual-property rights, indemnification, limitation of liability, governing law, dispute provisions, and any terms that by their nature should survive shall survive completion, cancellation, or termination of the Sales Agreement.
