TERMS & Conditions
Terms & Conditions for Cates Control Systems, Inc.
These Terms and Conditions (the “Terms”) apply to all transactions involving Cates Control Systems, Inc. (“Cates”), whether Cates is acting as (i) a seller of goods and/or services (Sales Transactions) or (ii) a purchaser of goods and/or services from a supplier, vendor, subcontractor, or manufacturer (Purchasing Transactions). These Terms are intended to be dual-purpose and shall be interpreted according to Cates’ role in the applicable transaction.
Website Use. These Terms govern Sales Transactions and Purchasing Transactions only. They do not govern general visitor access to or use of the website at www.cates.com (the “Site”). Any person’s access to or use of the Site, including browsing the Site and submitting web forms, is governed by the separate Website Terms of Use posted on the Site, which includes a binding arbitration provision and a class action waiver and which controls with respect to use of the Site. Nothing in these Terms is intended to serve as, or to create, the website terms of use, and a visitor’s use of the Site does not make that visitor a Buyer or Vendor under these Terms.
I. DEFINITIONS
II. SALES TRANSACTIONS (WHEN CATES IS SELLER)
The following provisions apply when Cates sells goods and/or services. Sections 1 through 14 below govern whenever Cates is acting as the Seller.
1. PRICES AND DELIVERY
All prices and service charges, unless otherwise noted in writing by Cates, are net exworks Cates’s plant and are subject to change without notice to conform to Cates’ published price list in effect at the time of shipment. Delivery shall be deemed to occur and risk of loss shall pass to Buyer upon delivery to the carrier. Cates reserves the right to make partial shipments and will render invoices accordingly.
2. PAYMENT TERMS
Terms are subject to the approval of Cates’ credit department prior to shipment, and the Buyer agrees with respect to its obligation for payment, that:
a. if in Cates’s sole judgment Buyer’s financial condition or other conditions do not justify shipment on normal credit terms, Cates may require full or partial payment in advance;
b. after the products are shipped, it will pay to Cates the amount of the invoice in accordance with the terms of payment stated thereon, with interest at the rate of 1.5 percent per month on any late payment;
c. after the invoice is issued, if in Cates’ sole judgment Buyer’s financial condition in any way becomes impaired or jeopardized, the invoice shall become immediately due and payable; and
d. except where expressly prohibited by law, Buyer will, in event of default, pay Cates’ cost of collecting any amount due under these Terms and Conditions including, without limitation, court costs and reasonable attorneys’ fees. In addition to the purchase price, the Buyer agrees to pay the amount of any sales, use, occupation, excise or similar tax applicable to the transaction.
Credit Card Payments. If Buyer elects to pay any invoice by credit card, Buyer agrees that a processing fee equal to three percent (3%) of the total invoice amount shall be added to the invoice and shall be due and payable at the time of payment. Such fee is intended to offset merchant processing costs and shall not be considered a penalty. Cates reserves the right to reject credit card payments that do not include the applicable processing fee.
3. CANCELLATION OR DELAY
In the event of cancellation by the Buyer, or a change initiated by the Buyer that results in a partial cancellation or delay, of an order for products that are to be specifically constructed or adapted for the Buyer’s use, the Buyer agrees that it shall confirm such cancellation or change in writing and shall reimburse Cates for all actual costs and damages incurred, including but not limited to, engineering, fabrication expenses, restocking fees, order price for all products or services that have been completed in accordance with Buyer’s order and not previously paid for, the actual cost of work-in-progress, and raw materials expenses incurred by Cates in complying with such cancellation or change.
4. CHANGE ORDERS
The Buyer may request (in writing) changes to be made in the design or construction of the product being specifically constructed or adapted for the Buyer’s use, which request shall be subject to Cates’ acceptance in its sole discretion. If Cates accepts such request, it shall provide to Buyer an adjustment in the purchase price, which adjustment shall include any revisions to shipping dates and the estimated date of completion of the project. Upon Buyer’s written acceptance of the adjustment(s) and revision(s), Cates shall proceed with completion of the project in accordance with the revised plans. Cates reserves the right to substitute like components of equal quality with those called for in the specifications or plans.
5. PLANS AND SPECIFICATIONS
Specifications, plans, blueprints, or similar Cates proprietary products received with the finished goods purchased by Buyer are, and shall remain, property of Cates. They shall not be reproduced, transmitted, or otherwise disclosed to any person not connected with Buyer’s organization, nor delivered to a competitor of Cates.
6. FORCE MAJEURE
Cates shall not be liable for any loss, damage, delay, or failure of delivery resulting from fire, embargo, strikes, riot or civil commotion, differences with workmen, inability to obtain materials, casualties, delays in transportation, or any other causes of a similar nature to those named above, all of which are beyond Cates’s reasonable control, nor shall Cates be liable for consequential damages including, without limitation, lost profits that may result from any delay whatsoever.
7. SAFETY DEVICES
Safety devices are not included as part of Cates’ sale of products, unless the Buyer has specifically requested (and Cates has agreed) otherwise in writing. Unless otherwise agreed to by the parties in writing, the price of such safety devices is not included in Cates’ proposals. Cates recommends that safety devices be made a part of the products sold by Cates and that Buyer should purchase such safety devices as a part of its purchase of the products from Cates. If Buyer fails to request or purchase such safety devices, such failure shall be at Buyer’s risk. Buyer agrees to indemnify Cates and hold it harmless from any claim, demand, or cause of action asserted against Cates by any person or entity, and any loss and expenses including, without limitation, attorneys’ fees, incurred by Cates by reason of same, which relates, directly or indirectly, to the lack of safety devices.
8. LIMITED WARRANTY, DISCLAIMER & LIMITATION OF REMEDIES (INCLUDING SOFTWARE)
CATES warrants to the original Buyer only that all products or parts manufactured by Cates shall be free of defects in materials and workmanship for a period of one (1) year from the date of shipment, when used according to Cates’ recommended usages. Cates engineering, software, programming and labor have limited warranties, if any. For on-site software installations and start-ups, system verification by the Buyer’s plant personnel is considered acceptance of the system and any subsequent on-site trips will be at additional cost to the Buyer. Reasonable remote support by telephone, email, or similar means will be provided for ninety (90) days if software bugs are found. If Cates does not perform the start-up, any warranty provided by Cates shall be effective for ninety (90) days after shipment from Cates’ facility. Other conditions may apply.
If Buyer discovers within the applicable warranty period a defect in material, workmanship, engineering, software, programming or labor, Buyer must promptly notify Cates in writing in accordance with these Terms and Conditions. All written notifications must be received by Cates not later than (a) thirteen (13) months from shipment for defects in materials or workmanship of products manufactured by Cates, and (b) four (4) months from delivery for defects in engineering, software, programming, or labor. Any action or suit for breach of warranty must be commenced within eighteen (18) months following delivery of the affected goods or services.
Software, Programming, and Systems Integration Clarification. To the extent Cates provides software, firmware, programming, configuration, system integration, or related services (collectively, “Software Services”), Cates warrants solely that such Software Services shall substantially conform to the written specifications expressly agreed to by Cates. Buyer acknowledges that Software Services are not warranted to be uninterrupted, error-free, or compatible with third-party systems not expressly approved by Cates in writing. Any modifications or use outside the agreed specifications, or by persons other than Cates, shall void all warranties.
Exclusive Remedies. In the event of any liability on the part of Cates in contract, tort, or otherwise, Buyer’s exclusive remedies shall be, at Cates’ sole option: (1) repair by Cates; (2) replacement in kind by Cates of any nonconforming items, provided such items are returned with shipping prepaid by Buyer; or (3) refund of the purchase price paid to Cates for the affected deliverable.
Buyer agrees that, except where specifically prohibited by law, Cates’ entire liability in contract, tort, or otherwise for any losses or damages resulting from defective goods or services, or from any other cause, shall be strictly limited to the purchase price paid to Cates for the deliverable(s) with respect to which losses or damages are claimed, plus any transportation charges actually paid by Buyer. In no event shall Cates be liable for any incidental or consequential damages, including without limitation lost profits.
This warranty shall be void if products or services are misused, improperly installed, inappropriately stored, operated beyond rated limitations, damaged, neglected, altered, repaired, or modified by anyone other than personnel authorized by Cates. Should material leakage occur, Cates shall have no liability for such leakage, and Buyer agrees to indemnify Cates for any consequential injuries or damages arising therefrom.
Cates does not warrant any products not manufactured by Cates. For products and components not manufactured by Cates, Cates’ warranty is limited solely to the original manufacturer’s warranty, if any, which shall be passed through to Buyer.
THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ERROR-FREE OPERATION ARE EXPRESSLY DISCLAIMED.
9. INDEMNIFICATION
The Buyer agrees to indemnify, defend, and hold harmless Cates and all of its respective owners, officers, directors, affiliates, agents and employees from and against any and all claims, suits, actions, proceedings, liabilities, damages, losses, costs, attorneys’ fees, and expenses that Cates may incur, suffer, or become liable for, directly or indirectly, arising from Buyer’s breach, misrepresentation, negligence, or misuse of products or services.
10. RETURNED GOODS
All sales are final. Products shall not be returned without written permission from Cates. Non-defective returns are subject to a twenty-five percent (25%) restocking fee and all expenses necessary to restore products to salable condition.
11. SOFTWARE / INTELLECTUAL PROPERTY OWNERSHIP (SELLER)
Background Intellectual Property. Cates shall retain all right, title, and interest in and to any and all intellectual property, including but not limited to software, firmware, source code, object code, libraries, function blocks, templates, standard configurations, know-how, methodologies, tools, documentation, drawings, specifications, and works of authorship that (a) were developed or owned by Cates prior to the applicable project, or (b) are developed independently of the project and are of general application across multiple customers or projects (collectively, “Background IP”), whether or not such Background IP is incorporated into, used in, or delivered as part of the project.
Project-Specific Deliverables. To the extent Cates creates software, documentation, or other work product specifically and uniquely for Buyer under a project (“Project Deliverables”), ownership of such Project Deliverables shall remain with Cates until all invoices related to the project have been paid in full.
License Grant. Upon receipt by Cates of full payment of all amounts due, Cates grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Project Deliverables and any incorporated Background IP solely for Buyer’s internal operation of the specific system delivered by Cates at the specific facility identified in the applicable purchase order or proposal. No license is granted for use on additional systems, production lines, facilities, or projects without Cates’ prior written consent.
Restrictions. Buyer shall not, and shall not permit any third party to: (a) sell, sublicense, disclose, distribute, or make available any Cates software or documentation to any third party; (b) use Cates software for the benefit of any competitor of Cates; or (c) copy or reuse Cates software or documentation for any purpose beyond the scope of the license granted herein.
Third-Party Modifications. Buyer may engage third parties to modify or add to Cates’ software solely for Buyer’s internal use, provided that such third parties execute confidentiality and non-disclosure agreements acceptable to Cates. Buyer shall own only those additions or modifications created by such third parties, excluding any underlying Cates Background IP, which shall remain the exclusive property of Cates.
No Implied Transfer. Payment for goods or services does not convey ownership of any intellectual property rights except for the limited license expressly granted herein. All rights not expressly granted to Buyer are reserved by Cates.
Survival and Remedies. The provisions of this Section 11 shall survive completion, termination, or expiration of the project and these Terms. Buyer acknowledges that unauthorized use or disclosure of Cates’ intellectual property would cause irreparable harm for which monetary damages may be inadequate, and Cates shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
12. DISPUTE RESOLUTION
Cates and Buyer agree to attempt amicable resolution of disputes through discussion, escalation to senior representatives, and non-binding mediation in Dallas County, Texas prior to litigation, except for injunctive relief.
13. NOTICE
Any notice shall be in writing and delivered by overnight express or certified mail to the address specified on the applicable purchase order and shall be deemed received as set forth therein.
14. MISCELLANEOUS
These Terms constitute the complete and exclusive agreement between the parties and supersede all prior communications. Amendments must be in writing signed by both parties. These Terms control over conflicting documents.
III. PURCHASING TRANSACTIONS (WHEN CATES IS BUYER)
The following provisions apply whenever Cates purchases goods and/or services from a supplier, vendor, subcontractor, fabricator, panel shop, software provider, or other third party (collectively, “Vendor”), including but not limited to control panels, instrumentation, electrical components, software, programming, engineering services, fabrication, and on-site labor.
These Purchasing Terms are intended to align Vendor obligations with Cates’ obligations to its customers and to protect Cates from downstream risk.
15. ACCEPTANCE, FLOW-DOWN, AND ORDER OF PRECEDENCE
Any purchase order issued by Cates (“PO”) is expressly conditioned upon Vendor’s acceptance of these Terms. Any additional or different terms proposed by Vendor, whether contained in quotations, acknowledgments, invoices, shrink-wrap, click-through terms, or otherwise, are expressly rejected unless agreed to in a written document signed by an authorized officer of Cates.
Vendor acknowledges that Cates may be supplying goods and/or services to an end customer. Vendor agrees that all applicable customer contract requirements, specifications, schedules, and warranty obligations communicated to Vendor shall flow down and apply to Vendor’s performance to the extent relevant to Vendor’s scope of work.
16. PRICES, PAYMENT, AND SETOFF
Prices shall be firm, fixed, and not subject to escalation. Unless otherwise stated in writing, payment terms shall be net thirty (30) days from Cates’ receipt of a correct and complete invoice. Cates may withhold payment, without penalty, for nonconforming or disputed goods or services and may set off any amounts owed by Vendor against amounts payable.
17. DELIVERY, SCHEDULE, AND RISK OF LOSS
Time is of the essence. Vendor shall meet all delivery and milestone dates specified in the PO. Title and risk of loss shall pass to Cates only upon delivery, inspection, and acceptance at the designated Cates or customer location. Vendor shall bear all risk of loss, damage, or delay prior to acceptance, including delays caused by subcontractors or suppliers.
18. INSPECTION, TESTING, AND ACCEPTANCE
All goods and services are subject to inspection, testing, and acceptance by Cates and/or Cates’ customer. Acceptance shall occur only after successful inspection and, where applicable, factory acceptance testing (FAT), site acceptance testing (SAT), or system commissioning. Payment shall not constitute acceptance.
19. WARRANTIES
Vendor warrants that all goods and services shall:
Warranty periods shall be no less than one (1) year from final acceptance by Cates or Cates’ customer, whichever is later, and shall extend to any repaired or replaced items.
20. SOFTWARE AND INTELLECTUAL PROPERTY
To the extent Vendor provides software, programming, firmware, configuration files, or documentation, Vendor grants Cates a perpetual, irrevocable, royalty-free license to use, modify, integrate, sublicense, and provide such software to Cates’ customers as necessary to perform and support Cates’ projects. Any work product created specifically for Cates shall be deemed a work made for hire and owned exclusively by Cates.
21. INDEMNIFICATION
Vendor shall defend, indemnify, and hold harmless Cates, its owners, officers, directors, employees, agents, and customers from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
22. LIMITATION OF LIABILITY
No limitation of liability, exclusion of damages, or disclaimer proposed by Vendor shall apply to Vendor’s warranty obligations, indemnification obligations, or claims involving bodily injury, death, property damage, cybersecurity incidents, or intellectual property infringement.
23. TERMINATION AND COVER
Cates may terminate any PO, in whole or in part, for convenience or for cause upon written notice. In the event of termination for cause, Cates may procure substitute goods or services and Vendor shall be liable for any excess costs incurred. Vendor shall not be entitled to lost profits or consequential damages.
24. CONFIDENTIALITY AND DATA SECURITY
Vendor shall maintain the confidentiality of all Cates and customer information and shall implement commercially reasonable administrative, technical, and physical safeguards to protect such information from unauthorized access or disclosure.
25. INSURANCE AND COMPLIANCE
Vendor shall maintain insurance coverage with financially sound insurers, including at a minimum:
Vendor shall comply with all applicable safety rules, site requirements, and customer policies when performing on-site work.
26. NO LIENS AND LIEN WAIVERS
Vendor represents and warrants that all goods and services shall be provided free and clear of all liens, claims, and encumbrances. Vendor shall promptly pay all subcontractors, laborers, and suppliers and shall indemnify Cates against any mechanic’s, materialman’s, or similar liens. Upon request, Vendor shall provide lien waivers in a form reasonably acceptable to Cates.
27. SOFTWARE REUSE AND LIBRARY RIGHTS
To the extent Vendor incorporates pre-existing software, firmware, function blocks, libraries, or templates into deliverables for Cates, Vendor grants Cates a perpetual, royalty-free, transferable license to use, reuse, modify, and integrate such elements in other Cates projects and for customer support purposes, without additional fees.
IV. GENERAL PROVISIONS (APPLICABLE TO ALL TRANSACTIONS)
28. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.
29. DISPUTE RESOLUTION
The dispute resolution procedures set forth in Section 12 shall apply to all disputes, whether arising from Sales Transactions or Purchasing Transactions.
30. ENTIRE AGREEMENT
These Terms, together with applicable purchase orders, proposals, and written amendments signed by Cates, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements.
31. SEVERABILITY AND WAIVER
If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver.
Cates Control Systems, Inc.
4001 East Plano Parkway, Suite 500
Plano, TX 75074
Rev 08-15-2026
