1. DEFINITIONS
- “Customer” means the purchaser of Products from ICM.
- “Products” means aftermarket replacement parts, controls, accessories, and related services sold by ICM.
- “RMA” means ICM’s written return material authorization.
2. GENERAL
These terms and conditions apply exclusively to aftermarket sales of Products by ICM Controls Corp. (“ICM”) to the purchaser (“Customer”). These terms constitute the final, complete and exclusive agreement governing such aftermarket sales. Any term in Customer documents that is inconsistent with these terms is expressly rejected unless specifically agreed to in a writing signed by an authorized representative of ICM.
Acceptance of terms. Customer accepts these terms at the earliest of: (i) Customer’s submission of an order, including a purchase order (ii) ICM’s shipment of Products; (iii) Customer’s acceptance of delivery; or (iv) Customer’s payment of any invoice.
3. PRICE
Prices are quoted and payable in U.S. Dollars unless ICM expressly agrees otherwise in writing. If a quotation or invoice is issued in a currency other than U.S. Dollars, Customer bears foreign exchange risk and ICM may adjust prices to reflect material currency movements between quotation and payment, unless otherwise agreed in writing. Stenographic and clerical errors are subject to correction. A quotation is not a contractual offer and any order resulting from a quotation is subject to approval and acceptance by ICM.
Price timing. Unless otherwise agreed in writing by ICM, the price in effect at the time of order acknowledgement.
Price adjustments and surcharges. Prior to order acknowledgement, and upon notice to Customer, ICM may adjust prices and/or apply surcharges to reflect commercially reasonable increases or changes in raw materials, components, labor, freight, tariffs or duties, exchange rates, product availability, or other objective cost or market drivers affecting the Products.
Taxes and governmental charges. Prices exclude taxes/duties/governmental charges, which will be added where applicable and paid by Customer unless Customer provides an acceptable exemption certificate before purchase/invoicing. Any taxes paid by ICM on Customer’s behalf shall be reimbursed by Customer upon demand, meaning upon ICM’s written request accompanied by reasonable supporting documentation.
Additional fees. ICM may charge reasonable fees, where applicable, including minimum order fees, expedite fees, special packaging or documentation fees, restocking fees for authorized returns, and charges associated with order changes or cancellations.
Allocation of charges. Except as expressly stated otherwise, all prices, taxes, fees, freight, insurance, interest, and other charges under these terms are payable by Customer.
4. ORDERS,PURCHASE ORDERS,ORDER OF PRECEDENCE
Customer may place orders via purchase order or other method accepted by ICM. Customer purchase orders are for convenience only; any additional or conflicting terms are rejected. No purchase order is binding on ICM until accepted by written acknowledgment. Orders are irrevocable by Customer following acceptance by ICM.
Order of precedence. If there is any conflict between these website terms and an ICM written quotation or order acknowledgment, the quotation or order acknowledgment will control solely with respect to that transaction.
5. PAYMENT TERMS
Payment terms are net thirty (30) days from invoice date unless otherwise agreed. If shipment is delayed by Customer, invoices may be rendered when Products are ready for shipment. Any Product held due to Customer’s inability or refusal to accept delivery is at Customer’s risk and expense.
Interest accrues at 1.5% per month (or max permitted by law). Customer is responsible for reasonable collection costs (including attorneys’ fees where permitted). For avoidance of doubt, amounts due include purchase price, applicable taxes/fees, shipping or freight charges (if applicable), accrued interest, and reasonable collection costs.
ICM may require full prepayment for overdue accounts or credit concerns and may refuse to sell until overdue accounts are paid in full.
Overdue accounts: ICM further reserves the right to require full prepayment for Products (including all costs associated with shipping and freight) from any Customer whose account is overdue and may refuse to sell to any person until overdue accounts are paid in full.
No set‑off. Customer may not withhold, deduct, or set off any amounts due under these terms against any claims or alleged claims against ICM.
6. SHIPPING POINT AND TRANSPORTATION
All Products are shipped EXW ICM’s point of shipment (Incoterms® 2020). Title and risk of loss pass upon delivery to the carrier. Unless Customer provides written instructions accepted by ICM, ICM may select the carrier and routing. Customer is responsible for freight, insurance, and any customs‑related costs. If prepaid by ICM, the amount thereof shall be reimbursed to ICM.
7. DELIVERY,FORCE MAJEURE
Delivery dates are estimates. ICM is not liable for delays beyond its reasonable control (including supply disruptions, carrier delays, labor issues, government actions, pandemics, or shortages).
Partial shipments and invoicing. ICM may deliver Products in partial shipments unless otherwise agreed in writing. Each shipment may be invoiced when shipped, or when ready for shipment if shipment is delayed by Customer. Delay in any shipment does not relieve Customer of its obligation to accept and pay for Products shipped or to be shipped under the applicable order.
Force majeure. ICM shall not be liable for any delay or failure in performance due to events beyond its reasonable control, and any delivery or performance timelines shall be extended for the period of such delay.
8. AVAILABILITY AND SUBSTITUTIONS
Product availability is subject to change. If a Product is unavailable, discontinued, or obsolete, ICM may supply a functionally equivalent or successor Product that does not materially impair form, fit, or function.
9. CANCELLATION
If you wish to cancel your order after it has shipped, please follow our Return Policies & Procedures. The cancellation will have to be treated as a Return with all applicable fees.
Orders may be cancelled only with our written consent and upon payment of reasonable cancellation charges. Partial cancellation of an order may result in adjustment of prices for the balance of the order.
10. INSPECTION,RETURNS (RMA)
Customer must inspect Products and notify ICM in writing within ten (10) days of delivery of any rejection, shortage, or non‑conformity. Returns require ICM’s prior written authorization.
Return authorization (RMA). Customer must obtain an RMA before returning any Product and must include the RMA on all shipping documents. Products returned without an RMA may be refused and returned at Customer’s expense.
35% restocking fee maybe be applicable for new/unused products and requires ICM Controls management approval.
Refer to RMA Request Form | ICM for more details on RMA Policy.
11. LIMITED WARRANTIES,DISCLAIMERS
Refer to this link: Warranty Information | ICM for more information on warranty.
12. LIMITATION OF LIABILITY,THIRD-PARTY CLAIMS
ICM’s aggregate liability shall not exceed the purchase price paid for the Product giving rise to the claim. ICM shall not be liable for indirect, incidental, special, consequential or punitive damages, including lost profits.
Third‑party claims. Except to the extent prohibited by law, ICM is not responsible for claims by third parties arising from Customer’s installation, use, resale, or distribution of the Products.
13. RETAINED SECURITY INTEREST
Until such time as the entire purchase price of the Products has been paid, Customer hereby grants to ICM a first priority purchase money security interest in the Products supplied pursuant to the terms hereof. The rights and remedies of ICM, as a secured party with respect to the Products shall be governed by the Uniform Commercial Code, or equivalent statute(s) of the State in which the Products are located.
Customer authorizes ICM to execute and record on behalf of Customer such financing statements and other instruments as ICM may deem necessary to perfect or protect its security interest in the Products. The security interest extends to all identifiable proceeds of the Products, including proceeds of resale and insurance proceeds, to the extent permitted by law. Customer shall not pledge, encumber, or grant any security interest in the Products inconsistent with ICM’s rights prior to payment in full.
14. CONFIDENTIALITY,DATA SECURITY,PRIVACY
Confidential information. Customer shall keep confidential and not disclose to any third party any non‑public technical, commercial, or business information disclosed by ICM in connection with Products, quotations, pricing, or support (including drawings, specifications, and non‑public product information), except to the extent required to place and perform an order or as required by law.
Customer data. To the extent ICM receives Customer information (including order, contact, shipping, and payment‑related information) in connection with a purchase, ICM will handle such information in accordance with applicable law and ICM’s posted privacy and website policies, as applicable.
Data security. ICM maintains commercially reasonable administrative, technical, and physical safeguards designed to protect the security of its systems and information. No method of electronic transmission or storage is completely secure; except to the extent prohibited by law, ICM disclaims liability for unauthorized access not caused by ICM’s failure to use commercially reasonable safeguards.
15. EXPORT CONTROLS AND SANCTIONS
Customer shall comply with all applicable export controls, sanctions, customs, and trade compliance laws and regulations. Customer represents and warrants that it will not export, re‑export, transfer, or otherwise provide Products or related technical data to any prohibited destination, entity, or individual, or for any prohibited end use, in violation of applicable law.
16. MISCELLANEOUS
Not Transferable. Customer may not assign these terms without ICM’s prior written consent.
Amendments. No amendment or modification is valid unless in writing and signed by the party to be charged.
Governing language. These terms are drafted in the English language. In the event of any inconsistency between the English version and any translated version, the English version shall prevail.
Applicable Law. New York law governs; exclusive courts in Onondaga County, NY. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these terms or to the sale of Products.
Severability. If any provision is held unenforceable, the remainder remains in effect.