PROTRONIX CONTROLS, LLC – TERMS AND CONDITIONS
Waiver:
A waiver by either Protronix Controls, LLC ("Seller") or the Buyer of any breach of the provisions herein shall not be deemed a waiver of any future compliance with those provisions. All provisions shall remain in full force and effect.
Notices:
All notices shall be sent by a nationally recognized overnight courier to the following address:
Protronix Controls, LLC
1168 West 500 North
Centerville, UT 84014
Such notices shall be effective on the date of actual delivery.
Signature and Binding Effect:
The parties acknowledge that, if required, a signature may be in the form of a facsimile (including digital or electronic formats), which shall satisfy the requirement of both writing and signature to be binding. Otherwise, the agreement shall be binding in accordance with its terms without the necessity of a physical signature.
Entire Agreement:
This agreement constitutes the entire agreement between the parties and supersedes any prior oral or written agreements or understandings. If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full power and effect. A seller’s failure to exercise or enforce any of its rights shall not constitute a waiver of such rights and all such rights shall remain in effect.
1. Governing Terms
These Terms and Conditions take precedence over any additional or different terms and conditions submitted by Buyer, to which notice of objection is hereby given. Acceptance by Buyer is expressly limited to these Terms and Conditions.
Neither Seller’s commencement of performance nor delivery shall be construed as acceptance of any terms or conditions that are additional to or different from those stated herein.
2. Acceptance
These Terms and Conditions are incorporated into Seller’s order acceptance. This document constitutes an exact copy of the Buyer’s order as accepted by Seller and processed by Protronix Controls, LLC.
It is the responsibility of Buyer to carefully compare this acknowledgement with Buyer’s original purchase order and Seller’s quotation (if applicable). Any terms not specifically set forth in this acknowledgement are deemed objected to by Seller, regardless of their presence in Buyer’s purchase order.
Buyer’s purchase order is accepted only on the condition that Buyer accepts all terms and conditions set forth in this document. If Buyer does not accept these terms, Buyer must notify Seller immediately in writing. Failure to provide such notification shall constitute full acceptance of these terms and conditions.
3. Credit Terms
Credit shall not be assumed or implied and must be expressly authorized by an authorized representative of Protronix Controls, LLC (“Seller”).
A credit arrangement will only be considered upon submission and approval of a Credit Application completed and signed by an authorized Company Officer of the Buyer. Upon approval, the standard payment terms shall be Net 30 days from the date of the invoice unless otherwise stated on invoice.
The purpose of extending credit is to accommodate customers in good standing by allowing them to make payment within agreed terms.
Failure to adhere to the agreed payment terms may result in revocation of credit privileges and/or delays in future shipments.
4. Signature and Binding Effect
The parties acknowledge and agree that, if a signature is required, it may be provided in the form of a facsimile, electronic signature, or other legally recognized format. Such signatures shall satisfy any requirement for “writing" and shall be considered legally binding.
Notwithstanding the absence of a physical signature, these Terms and Conditions shall be binding upon the parties in accordance with the terms set forth herein upon Buyer’s acceptance of the order or receipt of goods.
5. Cancellations The contract formed by Seller’s acceptance of Buyer’s order, as acknowledged herein, may not be cancelled, terminated, or modified, in whole or in part, by Buyer without the prior written consent of Seller. Noncancellable, non-returnable or custom items cannot be cancelled. Once raw materials are in process, Buyer may not delay or suspend release of goods unless authorized in writing by Seller. Any approved cancellation, termination, or modification shall be subject to terms and conditions agreed upon by the parties, including full protection of Seller against all direct and consequential losses incurred because of such changes.
6. Delivery
Manufacture, shipment, and delivery of goods shall be subject to any applicable prohibitions, restrictions, or regulations imposed by federal, state, or local governments, or any of their subdivisions or agencies.
Seller shall not be liable for any delay or failure to perform, in whole or in part, that is directly or indirectly caused by or resulting from events beyond its reasonable control, including but not limited to:
Acts of God
War or armed conflict
Embargoes
Acts of civil or military authorities
National emergencies
Insurrection or riots
Natural disasters, including floods or fires
Labor disputes, strikes, or work stoppages
Accidents or casualties
Inability to procure necessary supplies or raw materials
Delays in transportation or carrier shortages
In any such event, Seller's performance shall be deemed suspended for the duration of such circumstances, without liability or penalty.
7. Transportation and Delivery Price Changes
Transportation and delivery prices are subject to change without notice. All orders are accepted subject to Protronix Controls, LLC’s prices in effect at the time of shipment.
Any changes in freight rates or transportation charges used by Seller to compute the prices and charges shown on this acknowledgment, which occurs after the date of this acknowledgment, shall be at Buyer’s expense.
If Buyer changes the point of delivery from the originally agreed F.O.B. (Free on Board) location, any resulting increase or decrease in freight or transportation charges shall be the sole responsibility of Buyer.
Seller shall not be liable for any transportation-related charges incurred at the destination, including but not limited to spotting, switching, drayage, demurrage, pier unloading charges, or any similar local delivery expenses.
8. Market Price Changes
In the event of market fluctuations or changes in the cost of raw materials beyond the control of Seller during the manufacturing process, Seller reserves the right to adjust material prices to reflect such increased costs.
Causes may include, but are not limited to:
Increases in the cost of raw materials
Supply chain disruptions
Regulatory changes
Economic instability
Currency fluctuations
Taxes: Seller shall provide Buyer with reasonable notice of any such price adjustments. The adjusted pricing shall apply to all affected orders in process at the time of the change.
Use tax
Excise tax
Value-added tax (VAT)
Any other similar taxes or governmental charges
Unless otherwise agreed in writing, prices quoted by Seller do not include taxes. Any such taxes, when applicable, will be billed to and payable by Buyer.
9. Purchase Orders
Protronix Controls LLC does not accept verbal orders or email communications as valid purchase orders. All orders must be submitted with an official purchase order from the customer that includes accurate pricing and agreed-upon terms. If there are discrepancies in pricing or terms, the customer will be required to submit a revised purchase order with the correct information. Orders will not be processed until a revised and accurate purchase order has been received and approved.
10. Customer Stock
Due to the unique nature of the products sold by Protronix Controls LLC, any customer requesting that inventory be held in stock will be required to sign a Stocking Agreement with Protronix Controls LLC. This agreement will be valid for a period of up to one (1) year. Upon expiration of the agreement, the customer will be contacted, and any remaining stocked items held by Protronix Controls LLC will be shipped to the customer.
11. Acceptance of Terms and Conditions – Protronix Controls, LLC
The buyer expressly consents to the terms and conditions contained in this acceptance. Such consent is deemed given upon the earlier of the following:
Three (3) days from the date of this acknowledgment, or
The date on which manufacturing begins for the item(s) ordered.
The buyer agrees that this acceptance, including all terms and conditions stated herein, shall constitute the complete, final, and exclusive agreement between Buyer and Seller with respect to this order.
No waiver, alteration, or modification of these terms shall be binding unless expressly agreed to in writing by an Authorized Representative of Protronix Controls, LLC.
12. Payment Terms – Protronix Controls, LLC
Net 30: Payment is due within 30 days from the date of the invoice.
Credit Hold: Accounts that are 31 days past due will be placed on credit hold until payment is received, and the account is brought current.
Late Payments:
Any invoice amount not paid within 60 days of the due date will incur a finance charge of 1.5% per month (equivalent to 18% annual percentage rate).
Finance charges will continue to accrue monthly until the balance is paid in full.
Under no circumstances will the finance charge exceed the maximum rate allowed by law.
Nonpayment Policy:
If an account remains unpaid after 120 days, Protronix Controls, LLC reserves the right to pursue legal action.
Delinquent accounts will be subject to:
All accrued interest
Attorney’s fees
Court filing fees.
Collection costs include charges for delivery, processing, and administrative effort.
Protronix Controls, LLC will file with the appropriate County Small Claims Court to recover all outstanding amounts.
13. Duty Fees and Tariffs
Any duty fees or tariffs incurred by Protronix Controls LLC in connection with a customer’s order will be passed through to the customer without markup. These charges will typically appear as separate line items on the invoice unless otherwise agreed to in writing.
Please note that some vendors may include tariff charges within their product pricing and do not itemize them separately. In such cases, Protronix Controls LLC has no control over how these costs are presented. Customers will be informed at the time of quotation whether tariff-related costs are included in the product price or will be listed as separate charges.
Tariff charges will not be applied to a customer’s order until Protronix Controls LLC receives the applicable cost details from our vendors. For clarity, Protronix Controls LLC does NOT add any additional fees or markups to the duty or tariff charges billed by our vendors.
14. Sales Tax – Protronix Controls, LLC
Protronix Controls, LLC collects sales tax based on the shipping origin and applicable state and local tax laws:
Davis County, Utah and Idaho State taxes are collected at the current rates.
Sales tax is based on the location from which the product is shipped, which is typically Centerville, UT.
Tax-Exempt Purchases:
To qualify as tax-exempt, a valid exemption certificate must be on file with Protronix Controls, LLC prior to order processing:
Utah: Submit a completed TC-721 form.
Idaho: Submit a completed ST-101 form.
No tax exemption will be honored without a properly completed and recorded certificate. This is required by law for all tax-exempt purchases.
15.Shipping & Liability:
Ownership of products remains with Protronix Controls, LLC, until the shipment arrives at the customer’s designated site. If a shipment is lost or damaged in transit, Protronix Controls, LLC will file the claim with the carrier. Once the items are received at the customer’s location, full responsibility, and ownership transfers to the customer.
16.Credit Card Payments – Protronix Controls, LLC
A surcharge fee will be applied to all credit card transactions to cover processing costs:
3% fee for American Express
2% fee for Visa and Mastercard
By choosing to pay with a credit card, the customer acknowledges and accepts these fees. These surcharges will appear as separate line items on your invoice or receipt.
17.Warranties – Protronix Controls, LLC
Product warranties begin on the date of shipment to Protronix Controls, LLC, not when the customer receives the parts.
All warranties—whether for custom or standard parts, and whether expressed or implied—are strictly limited to the individual manufacturer’s warranty. This includes both the duration of the warranty, and the specific items covered under each manufacturer’s terms.
Protronix Controls, LLC, does not extend or modify manufacturer warranties in any way.
18.Blanket Order Policy – Protronix Controls, LLC
All blanket orders placed with Protronix Controls LLC must be fulfilled within one year from the date of the blanket order. At the one-year mark, any open items will be automatically shipped to the customer.
When placing a blanket order, all scheduled ship dates must be included at the time of order placement. If adjustments to ship dates are needed, Protronix Controls LLC requires a minimum of 21 business days’ advance notice. All changes must be approved by both Protronix Controls, LLC and the vendor. Please note that some vendors do not permit changes to scheduled ship dates. In such cases, Protronix Controls LLC will notify the customer accordingly.
Customers are responsible for:
Any applicable tariffs, duty fees, and inbound/outbound shipping costs
Surcharges imposed by vendors on blanket orders
Additionally, some vendors may not guarantee pricing throughout the blanket order period. If such a price increase occurs during the term of the blanket, the customer will be required to pay the updated, higher price.
19. Order Cancellation Policy
Orders placed for custom, non-returnable, or non-cancellable items cannot be cancelled once submitted to our vendor. All other orders will be reviewed on a case-by-case basis. Please note that some vendors do not permit Protronix Controls LLC to cancel orders once they have been placed, regardless of the order type.
20. Return for Credit Policy – Protronix Controls, LLC
As part of our commitment to customer service, Protronix Controls, LLC assists with the return of items only if all Return Merchandise Authorization (RMA) rules and regulations are followed and approved according to established guidelines.
Credit-Only Policy:
Protronix Controls, LLC, does not issue refunds in the form of cash, check, or ACH deposit for returned items. Instead, all approved returns will result in a credit applied toward future purchases of equipment sold by Protronix Controls, LLC.
This policy exists because we do not charge service fees for processing RMAs, and these administrative costs are not built into product pricing.
Returns/RMAs – Protronix Controls, LLC
All orders are processed in accordance with Protronix Controls, LLC’s terms and conditions, regardless of whether the product is under manufacturer’s warranty.
Used items are non-returnable, unless there is a warranty issue.
Custom, non-returnable, and non-cancellable orders cannot be returned under any circumstance.
Items with written-on boxes or packaging cannot be returned for credit.
All returns require a valid Return Merchandise Authorization (RMA) number, issued by an authorized representative of Protronix Controls, LLC.
Returns without an RMA number will not be accepted and will be returned to the customer at their expense.
All returns are subject to restocking fees and shipping costs, which are the customer’s responsibility.
Credit will not be issued to the customer until Protronix Controls, LLC receives credit from the vendor.
To initiate a return:
A. Call 1-801-683-3133 and ask for the Return Authorization representative.
B. Or visit www.protronixcontrols.com, click the SERVICES tab, select RMA – Return Merchandise Authorization, scroll to the bottom of the page, and click “Download RMA Form” for a downloadable version.
The form must be completely filled out and emailed to: orders@protronixcontrols.com.
Incomplete forms will delay processing.
Please Note: Submission of a completed RMA form does not guarantee approval. It only initiates the review process to determine eligibility and the next steps.
Eligibility and Conditions:
Customers may recover the cost of returned items only when the following conditions are met:
The return is authorized by Protronix Controls, LLC’s Return Merchandise Authorization (RMA) process
All required documentation is accurately completed and submitted
The return is approved within the rules and regulations of the RMA policy
Vendor and or Protronix Controls LLC approves return
Once approved, the issued credit can be used to purchase other products available through Protronix Controls, LLC. Any restocking fees or applicable shipping fees will be deducted from the credit.