Terms & Conditions

1. Acceptance

Seller (IPSA) accepts Buyer’s order for the goods, products, and/or equipment described herein, provided that such acceptance is expressly conditioned upon Buyer’s agreement to these Terms and Conditions. Any terms or conditions contained in Buyer’s purchase order that add to, differ from, or conflict with these Terms shall not be binding on Seller unless expressly agreed to in writing by Seller. Commencement of performance or delivery shall not be construed as acceptance of any conflicting or additional terms.

2. Shipment

Unless otherwise specifically agreed in writing, all prices are based on materials packed for domestic shipment and delivery F.O.B. point of shipment. Shipping dates are approximate and contingent upon the prompt receipt of all necessary information from Buyer. Risk of loss transfer to Buyer upon delivery to the carrier at the point of shipment. Buyer shall be responsible for all transportation and delivery charges to the final destination unless otherwise specified in the purchase order.

3. Prices

Prices stated are based on a firm fixed quotation from IPSA, within validity period, and not subject to change without change order agreed or force majeure provisions detailed in Paragraph 9.

4. Payment

Payment terms are Net 30, No Discount. Seller may make partial shipments, and payment for each such shipment shall be due in accordance with the payment terms stated herein. All sales are subject to credit approval. Payment milestones are to be negotiated and specified on the purchase order. If Buyer fails to make timely payment, Seller may suspend further performance or deliveries until such default is remedied.

5. Taxes

All quoted prices are exclusive of applicable taxes, including, but not limited to, sales, use, excise, and value-added taxes. All Customs duties are to be paid by the buyer. If Seller is required to pay any such taxes, they will be invoiced separately, and Buyer agrees to pay such amounts in accordance with the applicable payment terms.

6. Security Interest and Default

Seller retains a security interest in all goods, products, and/or equipment delivered under this Agreement until the total purchase price—including all applicable taxes, delivery charges, and fees—is paid in full. Buyer agrees to execute any additional documentation reasonably required to perfect or enforce such security interest. Seller is authorized to file any necessary financing statements to protect its interest.

If Buyer refuses delivery or defaults on any obligation under this Agreement, Seller may retain any payments received and withhold or reclaim possession of the goods. The value of such retained goods or payments may be applied to Seller’s damages. If delivery has already occurred, Seller may, without notice, declare all amounts immediately due and repossess the goods in accordance with applicable law. All remedies are cumulative and in addition to those available at law or equity.

7. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Seller, its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from:

a) Buyer’s use, installation, or modification of the goods;

b) Any misuse or improper application of the goods;

c) Buyer’s violation of any applicable laws or regulations;

d) Third-party claims for damages or injuries resulting from Buyer’s use of the goods;

e) Buyer’s failure to comply with the terms of this Agreement.

This indemnity obligation shall survive the termination or expiration of this Agreement.

8. Warranty

A manufacturer’s warranty shall be provided with all electronic or mechanical equipment supplied. Consumable items—including, but not limited to, filter elements, fuses, contactors, and relays—are excluded from warranty coverage unless otherwise specified in writing.

9. Delays and Force Majeure

Seller shall not be liable for any loss or damage resulting from delays in delivery or manufacturing caused by circumstances beyond its reasonable control. Such events include, but are not limited to:

  • Acts of God (including natural disasters);

  • Acts or omissions of Buyer;

  • Acts of civil or military authorities;

  • Compliance with laws, regulations, orders, or directives of any government agency;

  • Fires, embargoes, war, riots, or factory shutdowns;

  • Transportation delays;

  • Inability to obtain necessary labor, materials, or manufacturing facilities.


Seller shall be entitled to a reasonable extension of the delivery schedule for any such delay. Receipt of goods by Buyer constitutes a waiver of all claims for damages due to such delay. In no event shall either party be liable for special, incidental, or consequential damages related to any delay.

10. Postponement

Buyer may not postpone scheduled deliveries without Seller’s prior written consent. If postponement is permitted, pricing may be adjusted based on current rates and applicable quantity discounts. Buyer may also be responsible for storage or handling charges incurred due to postponement.

11. Termination

Buyer may cancel an order, reduce quantities, or revise specifications only with Seller’s prior written consent. If cancellation or modification is approved, Buyer shall be liable for all reasonable cancellation charges, including costs incurred, work performed, and commitments made. Buyer agrees to indemnify and hold Seller harmless from all resulting losses, costs, or damages.

12. Equipment Performance

Any representations regarding performance characteristics of the goods—including production rates, efficiency, or capacity—are estimates only and not guarantees unless expressly agreed to in writing by Seller. Actual performance may vary depending on site-specific conditions. Seller shall not be liable for losses or expenses incurred by Buyer due to reliance on such estimates, except to the extent expressly warranted in writing.

13. Entire Agreement and Governing Law

These Terms and Conditions constitute the complete and exclusive agreement between the parties, superseding all prior or contemporaneous communications or agreements. No waiver, modification, or addition shall be binding unless in writing and signed by an authorized representative of Seller.

In the event of a conflict between Buyer’s purchase order and these Terms, these Terms shall govern.

This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding shall be brought exclusively in the state or federal courts located in Houston, Texas and Buyer consents to the jurisdiction and venue of such courts.

14. Order of Precedence

If any of the terms of purchase are in conflict, the following order of precedence shall apply:

  1. Purchase Order

  2. IPSA Quotation

  3. Mutual Terms of Purchase