Terms & Conditions
UPDATED JULY 15TH, 2026
**The following Terms & Conditions are subject to change with or without notice, for the most current Terms & Conditions please review this page as often as needed.**
ORBIT industrial services & maintenance
TERMS & CONDITIONS – AGREEMENT – READ FULL AGREEMENT
PREFACE:
ORBIT provides written quotes as needed for inspections, repairs, installations, etc.. Quotes reflect our best estimate based on the information and site conditions available at the time of issuance. Actual invoicing can be on a “Time & Material” or “Quoted” basis for services rendered as noted on the quote provided. If work is completed, paused, or the customer instructs ORBIT to stop work for any reason, the customer remains responsible for all charges incurred to that point, including labor time (portal-to-portal), diagnostics, travel, mobilization, demobilization, materials/parts, consumables, rentals, subcontracted services, and applicable taxes/fees, billed at the Quoted Rates. Special-order parts and non-returnable materials authorized by the customer are billable once procured.
Quote Acceptance; Purchase Orders; Prime or Sub Contract Flow-Down, see #11
Upon written approval of any quote, Customer shall, if required by its internal policies, issue a valid purchase order number (“PO#”). Approval of the quote shall constitute Customer’s acknowledgment that it has reviewed, understood, and agreed to be bound by all terms and conditions set forth in the quote or this “Terms & Conditions” document, including any referenced or incorporated documents and to ORBIT Industrials Standard Terms of Net 45 Days. We do not accept Terms outside our normal Net 45 Days terms and our Terms Supersede all other Payment Terms. Any request for Terms other than what is stated here ORBIT would need to sign off on a “Modified Terms Agreement”, this must be called out on a separate sheet and be separate from any contract.
Where ORBIT’s quote is approved in connection with, or is contingent upon, a prime contract or subcontract, ORBIT reserves the right, upon review of such prime contract or subcontract, to revise the quote, pricing, schedule, and/or scope of work to reflect any additional obligations, requirements, risks, or compliance measures that were not expressly included in the original request for quote or the defined scope of work. Any such revisions shall be documented in writing and shall require Approval prior to execution of prime contract or sub-contract agreement.
Billing: Customer will be invoiced for all labor and materials incurred to date, whether or not the job reaches completion, at quoted rates (including travel/diagnostics), plus taxes/fees. Our terms are clearly stated on our Invoices and must be paid accordingly to avoid Finance Charges.
SERVICE CALLS – MINIMUM BILLING
Regular Business Hours 7:00am – 3:30pm
During Regular Hours = 2 Hours Minimum
After Regular Hours = 4 Hour Minimum
TERMS AND CONDITIONS AGREEMENT
ORBIT industrial services & maintenance
All quotations, proposals, sales, services, and transactions by ORBIT Industrial Services & Maintenance (“ORBIT”) are expressly subject to the following Terms and Conditions.
1. QUOTATIONS AND VALIDITY
All quotations issued by ORBIT are valid for thirty (30) calendar days from the date of issuance unless otherwise stated in writing. Quotations may be withdrawn, revised, or canceled by ORBIT at any time prior to written acceptance by Customer.
Quoted pricing is based upon labor rates, material costs, supplier pricing, freight charges, tariffs, taxes, and product availability existing on the date of quotation.
2. PRICE ADJUSTMENTS
If, after issuance of a quotation or acceptance of an order, ORBIT experiences any increase in labor, materials, freight, tariffs, duties, taxes, governmental fees, supplier costs, or any other expense beyond ORBIT’s reasonable control, ORBIT reserves the right to make a reasonable price adjustment upon written notice to Customer.
Customer’s continued acceptance of goods, services, or performance after notice shall constitute acceptance of the revised pricing.
3. INSPECTIONS
Inspection reports reflect conditions observed at the time of inspection only and are not guarantees of future performance or continued compliance.
4. ORDER ACCEPTANCE / UCC BATTLE OF FORMS
No order shall be binding upon ORBIT unless accepted in writing by ORBIT.
Customer may place an order only by:
(a) issuing a written Purchase Order; or
(b) providing written approval of ORBIT’s quotation.
Acceptance of Customer’s order is expressly conditioned upon Customer’s assent to these Terms and Conditions. Any additional, inconsistent, or different terms contained in any purchase order, acknowledgment, confirmation, vendor portal, or other Customer document are objected to and rejected and shall not become part of any agreement unless expressly accepted in a separate writing signed by an authorized representative of ORBIT.
5. PAYMENT TERMS
Unless otherwise agreed in writing, payment is due pursuant to the invoice terms stated by ORBIT .
If Customer elects to pay by credit card, ORBIT charges a processing fee only to the extent permitted by applicable law and card network rules. This additional fee will be added to the Invoice Total owed to ORBIT industrial services & maintenance.
Customer shall timely pay all undisputed amounts due.
**NOTE: If your quote was Processed & Approved and marked with “Special Terms for Example:” 50% due upon approval, 25% due upon material shipping, and 25% due upon completion of job. These terms must be carried forward to any contract to meet payment requirements, failure to carry forward the Quoted & Approved “TERMS” into any contact, subcontract, etc.. Shall result in the quote and any obligation ORBIT industrial services and maintenance has for the project, equipment, parts, job completion deadline, etc.. to be NULL & VOID.
6. LATE PAYMENTS / INTEREST
Any undisputed amount not paid when due shall accrue interest from the due date until paid at the lesser of:
(a) one and one-half percent (1.5%) per month; or
(b) the maximum lawful rate permitted under Arizona law.
Customer shall also be liable for reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees to the extent permitted by law.
7. RETURNS
No goods may be returned without prior written authorization from ORBIT.
Approved returns must comply with ORBIT’s written return instructions and may be subject to:
(a) inspection upon receipt;
(b) freight prepaid by Customer; and
(c) a reasonable restocking charge not to exceed twenty-five percent (25%) of the purchase
price, reflecting handling, inspection, repackaging, depreciation, and administrative costs.
Custom, special-order, used, installed, damaged, or non-resalable goods are non-returnable unless otherwise agreed in writing.
8. CANCELLATION OF ORDERS
Orders may not be canceled without ORBIT’s prior written consent.
If cancellation is approved, Customer shall pay reasonable cancellation charges, which
may include:
(a) labor performed;
(b) materials ordered or committed;
(c) supplier cancellation charges;
(d) storage charges;
(e) administrative costs;
(f) shipping or return freight charges; and
(g) lost profit on work completed or committed.
If goods are completed, specially manufactured, shipped, or in transit, Customer Shall be
liable for the full contract price to the extent permitted by Arizona law.
9. DELIVERY / FORCE MAJEURE
Shipping and delivery dates are “estimates only” and are not guaranteed.
ORBIT shall not be liable for delays caused by carriers, manufacturers, suppliers, labor shortages, weather, acts of God, governmental action, shortages, pandemics, civil unrest, cyberattacks, utility outages, transportation interruptions, supplier insolvency, embargoes, strikes, labor disputes or other causes beyond ORBIT’s reasonable control.
10. RISK OF LOSS
Unless otherwise agreed in writing, risk of loss passes to Customer upon earliest of:
(a) delivery to carrier;
(b) delivery to jobsite; or
(c) Customer pickup.
11. CHANGES IN SCOPE / ADDITIONAL REQUIREMENTS
Quotations are based solely on the information supplied by Customer at the time issued.
If Customer later imposes additional requirements, site restrictions, insurancerequirements, subcontract terms, expedited schedules, compliance obligations, revised specifications, or undisclosed conditions that increase ORBIT’s cost or time of performance, ORBIT shall issue a change order or revised pricing.
ORBIT shall not be responsible for additional costs required by the job (Owner, General Contractor, Customer, etc..) resulting from undisclosed conditions not in the original solicitation for RFQ’s, inaccurate information, hidden conditions, or any other information that requires more time or a change in the Scope of Work Quoted not disclosed by Customer. If additional information is disclosed after an RFQ is submitted and approved requiring more from ORBIT industrial services & maintenance, we reserve the right to modify our quote accordingly to accommodate additional needs/requirements of the job (Owner, General Contractor, Customer, etc..)
12. WARRANTY DISCLAIMER
Unless otherwise expressly stated in writing signed by ORBIT, ORBIT makes no independent warranty and only passes through any assignable manufacturer warranty, if any.
TO THE MAXIMUM EXTENT PERMITTED BY ARIZONA LAW, ORBIT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
(a) MERCHANTABILITY;
(b) FITNESS FOR A PARTICULAR PURPOSE;
(c) TITLE; AND
(d) NON-INFRINGEMENT.
ORBIT does not warrant that goods are suitable for Customer’s intended use unless expressly stated in writing. ORBIT shall have no obligation beyond assigning any transferable manufacturer warranty, if available.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) ORBIT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
(b) ORBIT SHALL NOT BE LIABLE FOR LOST PROFITS, LOSS OF USE, DELAY DAMAGES, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE GOODS;
(c) ORBIT’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO “ORBIT” UNDER THE SPECIFIC QUOTATION, PURCHASE ORDER, OR INVOICE GIVING RISE TO THE CLAIM.
These limitations apply regardless of the theory of liability, whether contract, tort, negligence, strict liability, or otherwise.
14. GOVERNING LAW / VENUE / JURISDICTION
All quotations, sales, and transactions are deemed made in Glendale, Maricopa County, Arizona. These Terms and all disputes arising from or relating to any transaction with ORBIT shall be governed exclusively by the laws of the State of Arizona, without regard to conflict-of-law rules.
Customer irrevocably agrees that exclusive jurisdiction and venue for any action or Proceeding shall lie in the state courts of Maricopa County, Arizona, or the United States District Court for the District of Arizona.
Customer waives any objection based on forum non conveniens, lack of personal jurisdiction, or improper venue.
15. ATTORNEYS’ FEES
In any contested action, arbitration, or proceeding arising out of or relating to any quotation, order, invoice, goods, services, or these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs pursuant to A.R.S. § 12-341.01 and other applicable law.
16. SEVERABILITY
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect. If any provision is found invalid, it shall be modified to the minimum extent necessary to make it enforceable while preserving the ORBIT’s intent.
17. ENTIRE AGREEMENT
These Terms, together with ORBIT’s quotation, invoice, and any written agreement signed by ORBIT, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, or understandings.
18. ACCEPTANCE
Customer’s issuance of a purchase order, written approval of any quotation, payment of any invoice, acceptance of goods or services, permitting ORBIT to commence work, or acceptance of any performance by ORBIT constitutes Customer’s acceptance of these Terms and Conditions.
19. INSPECTION / NOTICE OF DEFECTS
Customer shall inspect all goods immediately upon receipt. Any claim for shortages, shipping damage, visible defects, or nonconforming goods must be made in writing within five (5) calendar days after delivery. Failure to timely notify ORBIT constitutes irrevocable acceptance of the goods.
20. RIGHT TO SUSPEND PERFORMANCE
If Customer fails to timely pay any undisputed invoice or otherwise breaches these Terms, ORBIT may suspend performance, withhold delivery, stop work, or cancel remaining performance until all amounts are paid in full. Customer shall be responsible for all resulting delays and additional costs.
21. NO SETOFF
Customer shall not withhold, offset, deduct, or recoup any payment owed to ORBIT unless required by a final non-appealable court judgment.
22. SITE CONDITIONS
Customer represents that the worksite is free & clear of any and all obstructions and will be safe and accessible or additional charges will apply. ORBIT shall not be responsible for delays or additional costs resulting from hazardous conditions, restricted access, inaccurate information, hidden conditions, or utilities not disclosed by Customer.
23. CUSTOMER DELAYS
Customers shall reimburse ORBIT for standby time, remobilization/demobilization, additional travel, additional labor time, equipment, scheduling costs, admin costs resulting from Customer-caused delays.
24. OSHA / SAFETY RESPONSIBILITY
Customer remains responsible for maintaining a safe worksite and complying with applicable OSHA requirements. ORBIT may suspend work if unsafe conditions exist.
25. INDEMNIFICATION
Customer shall defend, indemnify, and hold harmless ORBIT industrial services & maintenance, its officers, employees, and agents from claims, damages, liabilities, fines, penalties, and expenses arising from:
• Customer’s negligence;
• Customer’s misuse of equipment;
• Customer’s failure to maintain a safe worksite;
• Customer’s breach of these Terms.
26. LIMITATION PERIOD
Any action against ORBIT industrial services & maintenance must be commenced within a time period allowable by Arizona Law after theuse of action accrues.
27. ELECTRONIC SIGNATURE
Electronic signatures, electronic approvals, emailed purchase orders, and electronically transmitted documents shall have the same force and effect as original signatures.
28. ASSIGNMENT
Customer may not assign any rights or obligations without prior written consent from ORBIT industrial services & maintenance.
29. WAIVER
Failure by ORBIT industrial services & maintenance to enforce any provision shall not constitute a waiver of future enforcement.
30. SURVIVAL
Provisions regarding payment obligations, warranties, limitation of liability, indemnification, attorneys’ fees, governing law, dispute resolution, and any other provisions intended by their nature to survive shall survive completion, cancellation, or termination.