These OEM Quotation Terms and Conditions (“Quotation Terms”) apply to the quotation issued by ICM Controls Corp. (“Seller” or “ICM”) to the buyer identified in the quotation (“Buyer”). The quotation, including these Quotation Terms, governs the transaction. If the parties have executed a master supply agreement (“MSA”) that expressly applies to the transaction, the MSA governs in the event of a direct conflict for the subject matter addressed therein.
1. APPLICABILITY; ORDER OF PRECEDENCE; BATTLE OF FORMS
These Quotation Terms apply to the quotation and supersede any additional or different terms contained in Buyer’s purchase order or other documents, unless expressly agreed in writing by Seller.
Seller’s commencement of performance shall not be deemed acceptance of any terms other than those stated herein.
Seller’s order acknowledgment expressly conditions acceptance on Buyer’s assent to these terms.
Order of precedence: (a) an applicable MSA (if any); (b) Seller’s written order acknowledgement; (c) Seller’s quotation (including these Quotation Terms).
2. QUOTATION VALIDITY; ACCEPTANCE
Quotations are valid for thirty (30) days from the quotation date unless otherwise stated.
Seller accepts a purchase order by issuing a written order acknowledgement or by shipping the Goods, whichever occurs first. Any terms in Buyer’s purchase order are expressly rejected and shall not apply, even if Seller fulfills such order, unless expressly agreed in writing.
3. Statement of Work
Following acceptance of the quotation, the parties may, where applicable, execute a written Statement of Work (“SOW”) to further define project-specific scope, specifications, responsibilities, timelines, and any engineering, development, or non-recurring engineering (NRE) activities. Unless otherwise expressly agreed in writing, the absence of a signed SOW shall not affect the validity or enforceability of Buyer’s order for standard production Goods.
For any custom, modified, or development-related Goods, including products requiring engineering design, validation, or tooling, Seller’s obligation to commence such work shall be conditioned upon the execution of a mutually agreed SOW. In such cases, the SOW shall govern the applicable project scope and deliverables, and in the event of a conflict, the SOW shall control solely with respect to such project-specific matters.
4. FORECASTS
Buyer shall provide rolling forecasts to assist Seller’s production and supply planning.
Forecasts are provided for planning purposes only and are non-binding unless expressly agreed in a signed MSA or written addendum.
Orders that are materially inconsistent with the forecasts provided, or where no forecast is provided, may be subject to extended lead times, expedited charges, or adjusted pricing.
5. BLANKET PURCHASE ORDERS; COMMITMENT LETTERS
Unless otherwise expressly agreed in writing, Buyer must provide either: (i) a purchase order covering a minimum commitment of a minimum of three (3) months or more, to support Seller’s material procurement and supplier commitments, or (ii) a blanket purchase order or written volume commitment letter covering a twelve (12) month period, in order to realize volume-based or tiered pricing. Blanket orders can only be accepted by ICM Controls if approved by ICM.
All blanket purchase orders must be fully released within twelve (12) months from the date of issuance. Any unreleased quantities after such period may be subject to repricing based on then-current pricing and cost conditions.
6. PRICING; DELIVERY; LEAD TIMES
Pricing is based on quoted quantities, Estimated Annual Units (EAU), minimum order quantities (MOQ), and material availability.
If Buyer’s actual purchase volumes materially deviate from the stated EAU, Seller reserves the right to adjust pricing to reflect actual volumes.
Unless otherwise expressly agreed in an MSA, Seller may adjust pricing upon thirty (30) days’ written notice to Buyer and adjusted pricing will be effective on new Buyer orders.
If ICM incurs increases in material costs, labor, freight, tariffs, or other cost factors outside Seller’s reasonable control, adjusted pricing will be effective on all shipments following the effective date. If Buyer does not accept revised pricing, Seller may cancel affected orders without liability.
Lead times and delivery dates are estimates only. Delivery is EXW (Incoterms 2020) Seller’s shipping point, unless otherwise stated.
Orders will be considered complete if quantities shipped are within five percent (±5%) per line item of the ordered quantity. Buyer will be notified if this situation applies. Buyer shall pay for actual quantities shipped within this tolerance.
For new or modified products, indicative development timelines are generally as follows: Engineering Check Samples (ECS): approximately 8–10 weeks; Manufacturing Check Samples (MCS): approximately 6–8 weeks following ECS approval.
Notwithstanding the foregoing, actual development and production timelines may vary based on product complexity, application requirements, validation scope, material availability, and Buyer responsiveness. Any project-specific timelines may be further defined in a mutually agreed Statement of Work (SOW) or other written agreement.
All timelines are estimates only and do not constitute firm delivery commitments unless expressly agreed in writing.
7. CANCELLATION; Rescheduling Terms
Orders may not be canceled, rescheduled, or reduced without seller’s written consent. Buyer shall be responsible for all costs incurred, including, without limitation, raw materials, work in process, finished goods, and non-cancellable supplier commitments, plus reasonable overhead and cancellation charges.
8. PAYMENT; NO SET-OFF
Payment terms are as mutually agreed between the parties and subject to Buyer’s credit approval and ongoing credit review. If Buyer is a new customer, payment terms will be communicated based on credit review.
Buyer may not withhold, deduct, or set off any amounts due against any claims or alleged claims against Seller.
Seller may suspend performance for overdue accounts
9. INSPECTION; RETURNS; REMEDIES
Buyer shall inspect Goods promptly upon receipt and notify Seller in writing of any nonconformity within ten (10) days. Failure to notify Seller within such period shall constitute acceptance.
Except for confirmed nonconforming Goods, custom or build-to-order Goods may be non-cancellable and non-returnable.
Seller’s sole obligation and Buyer’s exclusive remedy is, at Seller’s option, repair, replacement, or refund of the purchase price.
10. WARRANTY; LIMITATION OF LIABILITY
Seller warrants that Goods will materially conform to agreed specifications.
EXCEPT AS EXPRESSLY STATED, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Seller is not liable for consequential, indirect, or special damages. Seller’s total liability is limited to the price paid for the Goods giving rise to the claim.
For warranty information, refer to: https://www.icmcontrols.com/warranty-information/
11. COMPLIANCE WITH LAWS; EXPORT CONTROLS; CISG
Buyer is responsible for integration of the Goods into Buyer’s products and compliance with applicable laws, including export controls and sanctions.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
12. GOVERNING LAW
These Quotation Terms are governed by the laws of the State of New York, excluding conflict-of-laws rules.
13. Use of a Master Supply Agreement (MSA) or any other form of LONG-TERM agreement
Seller may, at the request of Buyer or where commercially appropriate, enter into an MSA to govern broader or long-term commercial arrangements.
Where an MSA is executed and expressly applies to a transaction, the applicable terms and conditions of the MSA will govern in the event of a direct conflict.
14. Force majeure; other
All products are manufactured to IPC Class 2 unless otherwise specified in writing in the applicable quotation or agreed in writing by Seller.
All quotations and orders are subject to Seller’s credit approval.
Seller shall not be liable for delays or failure to perform due to causes beyond its reasonable control, including but not limited to supply chain disruptions, labor shortages, acts of God, war, terrorism, and pandemics