General Terms and Conditions of Sale

Effective May 1, 2026 · Issued By IMCS, Inc. · Governing Law State of Michigan, USA

These Terms set the framework for our work together. They apply alongside each quotation, proposal, order acknowledgment, statement of work, or invoice we issue and you accept (together, the “Agreement”) for engineered goods (the “Goods”), engineering deliverables, installation, and related services (collectively, the “Services”). Throughout, “IMCS,” “we,” and “us” refer to International Material Control Solutions, Inc.; “Customer” or “you” refers to the purchasing party. Where these Terms control over other documents, that’s simply to keep the deal clear—not to disadvantage anyone.

01How We Form an Agreement

Your purchase order, written acceptance of our quotation, deposit payment, or instruction to proceed with engineering, fabrication, or installation puts our Agreement in motion. In the event of any conflict among the contract documents, the order of precedence is: (a) a fully executed master agreement, if any; (b) the IMCS quotation, proposal, or order acknowledgment; (c) these Terms; and (d) the Customer’s purchase order. Additional or conflicting terms in a purchase order or portal click-through are not part of our Agreement unless we accept them in writing. This isn’t about being difficult—it’s about making sure both sides know exactly what we agreed to.

Express Objection & Conditional Acceptance. IMCS’s acceptance of any order, and any subsequent performance by IMCS—including order acknowledgment, engineering, fabrication, shipment of Goods, or commencement of Services—is expressly made conditional on Customer’s assent to these Terms. No act of performance by IMCS shall be construed as acceptance of any additional, different, or conflicting terms contained in Customer’s purchase order, acknowledgment, confirmation, portal terms, or other documentation, and IMCS hereby objects to and rejects all such additional, different, or conflicting terms at the time of offer, at the time of acceptance, and on a continuing basis. This objection operates under Michigan Compiled Laws § 440.2207 and any successor or comparable provision.

02Negotiated Modifications

These Terms reflect how IMCS does business and apply to every quotation, order, and shipment unless we’ve agreed in writing to something different. We recognize, however, that significant projects, master-supply relationships, and one-off arrangements occasionally call for tailored commercial terms—and we’re open to that conversation when there’s a sound business reason.

When Tailored Terms Make Sense

Any modification, supplement, waiver, or carve-out from these Terms—including any master supply agreement, master services agreement, project-specific addendum, side letter, or non-disclosure agreement—is binding on IMCS only if set forth in a written instrument that (a) expressly identifies the Terms or provisions being modified, (b) is signed by an authorized officer of IMCS (President, CEO, COO, or VP of Engineering), and (c) references this Section 02. No purchase order, click-through, portal acceptance, course of performance, oral statement, email exchange, sales representative communication, or industry custom shall modify these Terms or operate as a waiver. Authority to bind IMCS rests exclusively with its officers.

Our objective in any such negotiation is a workable, mutually beneficial framework that gets the project done well. We approach those discussions with the same straightforward attitude we bring to the rest of our work.

No Waiver by Performance or Inaction. No act, omission, course of performance, pattern of conduct, field instruction, project meeting outcome, email exchange, or informal communication by IMCS or its employees, contractors, or representatives shall constitute a waiver, modification, or amendment of these Terms or this Agreement, regardless of duration, frequency, or apparent acquiescence. IMCS’s failure or delay in enforcing any provision on any prior occasion shall not waive its right to enforce that provision—or any other provision—on any subsequent occasion. The waiver of any provision is effective only if it satisfies the requirements of this Section 02 and Section 27 (Entire Agreement).

03Quotations, Pricing & Taxes

Our quotations are valid for thirty (30) days and are based on the specifications, drawings, quantities, scope, and material costs known at the time of issuance. We price our work to be competitive and durable. We reserve the right to adjust pricing only where conditions change materially—specifically: (a) scope, specifications, or quantity changes you request; (b) extraordinary commodity-input fluctuations greater than five percent (5%) from the quote date; (c) governmental tariffs, duties, or trade actions imposed after the quote date; and (d) costs arising from Customer-caused delay. Pricing is exclusive of sales, use, excise, value-added, and similar taxes, which are the Customer’s responsibility.

04Payment Terms

Unless your quotation or contract specifies otherwise, our payment structure is straightforward and applies based on order type and value:

(a) Equipment Orders Under $20,000: net thirty (30) days from invoice date, subject to credit approval.
(b) Equipment Orders Over $20,000: 40% with order, 40% upon notice that the equipment is ready to ship, and 20% net thirty (30) days from invoice date.
(c) Parts & Spare Parts Orders: payment due with order, except that customers on an established account in good standing with IMCS may receive net thirty (30) day terms at IMCS’s discretion.
(d) Contracting Projects (Peerless Contracting Solutions): each contracting project will have a separate payment agreement tailored to the scope of work. The standard structure includes a project-specific down payment (to be determined per project), monthly progress payments invoiced on the first (1st) of each month and due by the tenth (10th) of the same month, and the project balance (including any retainage, where retainage is a contract term) due net thirty (30) days from project sign-off. Small contracting jobs that do not warrant a separate payment agreement default to net thirty (30) days from completion.
(e) International Orders (any Goods or Services shipped or performed outside the United States): payment in full in U.S. dollars is required before shipment, release, or performance. This applies regardless of order value, customer type, or prior course of dealing on domestic orders. Wire transfer or irrevocable letter of credit from a U.S.-correspondent bank acceptable to IMCS is the standard payment method. Customer is responsible for all bank fees, currency conversion costs, export documentation, duties, taxes, tariffs, and customs clearance.

Progress Billing on Contracting Projects

Monthly progress invoices are issued on the 1st of the month for work completed and materials installed through the prior month, and are due by the 10th of the same month. This rhythm keeps the project funded, the crew moving, and the schedule on track—a standard practice in our industry and one that consistently delivers projects on time.

International Orders — Paid in Full Before Shipment

For any order leaving the United States—whether destined for direct international delivery, export through a freight forwarder, or shipment to a domestic port for export—IMCS requires payment in full in U.S. dollars before Goods leave our facility or Services are performed. This is a firm policy that applies to all customers and all order types and is not subject to credit terms, deposit structures, or course-of-dealing exceptions otherwise available on domestic orders. International orders carry collection, currency, jurisdictional, and enforcement risks that this policy fairly addresses. Wire transfer to IMCS’s designated U.S. bank account, or an irrevocable letter of credit confirmed by a U.S.-correspondent bank acceptable to IMCS, is the standard payment method.

Payments are made in U.S. dollars by ACH, wire, credit card, certified check, or company check. Past-due balances accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum lawful rate, together with reasonable costs of collection. We rarely need to enforce these rights—our customers pay on time and we appreciate it.

05Credit, Security Interest & Course of Dealing

All sales are conditioned upon our continuing satisfaction with Customer’s creditworthiness. We may at any time request advance payment, letters of credit, personal guaranties, or other reasonable assurance of performance.

Purchase-Money Security Interest. Customer grants IMCS a continuing purchase-money security interest in all Goods sold hereunder, all accessions, attachments, accessories, replacements, and substitutions thereof, and all cash and non-cash proceeds, to secure full and timely payment. Customer irrevocably authorizes IMCS to file UCC-1 financing statements and any continuation, amendment, or termination statements deemed necessary to perfect and maintain such security interest, without further authorization or signature, and to describe the collateral as IMCS determines appropriate.

Our Course-of-Dealing Standard on Orders Above $10,000

Consistent with the established practice between IMCS and Customer on prior transactions, for any order, balance, or cumulative outstanding amount exceeding Ten Thousand Dollars ($10,000.00), IMCS automatically assumes a purchase-money lien and security interest position in the subject Goods and proceeds, and is entitled to record a construction lien, mechanic’s lien, UCC-1 financing statement, or other lien instrument permitted by law. The lien attaches upon shipment, delivery, or commencement of work—whichever comes first—and is released promptly upon payment in full, or upon Customer’s written request following full payment. This is how we’ve always done business; this paragraph simply puts it in writing.

This Agreement, the IMCS quotation, and Customer’s acceptance constitute a sufficient security agreement and authorization to file under Article 9 of the Uniform Commercial Code and the Michigan Construction Lien Act, as applicable. Customer will execute such additional documents as IMCS may reasonably request to evidence or perfect this security interest, though IMCS’s rights do not depend on Customer’s execution of those documents.

06Bankruptcy & Financial Distress

IMCS extends credit and commits manufacturing resources in reliance on Customer’s solvency. This Section establishes the parties’ framework for handling financial distress and protects the integrity of the commercial relationship. This Section, like the entirety of this Agreement, is governed by the laws of the State of Michigan, USA, as set forth in Section 21 (Dispute Resolution), and shall be enforced in accordance with Michigan law in any forum, including any federal bankruptcy court, to the maximum extent not preempted by the United States Bankruptcy Code.

Mandatory Advance Notice of Financial Distress

Customer shall provide IMCS with prompt written notice—and in all events no less than thirty (30) days’ advance notice, where reasonably foreseeable—of any of the following events: (a) Customer’s intent to file, or knowledge of an imminent filing of, a voluntary petition under any chapter of the United States Bankruptcy Code or any state or foreign insolvency, receivership, or reorganization proceeding; (b) the filing of an involuntary petition against Customer; (c) Customer’s appointment of a receiver, trustee, custodian, or assignee for the benefit of creditors; (d) Customer’s engagement of restructuring or workout counsel or advisors; (e) Customer’s receipt of a notice of default, acceleration, or material breach from a senior secured lender; or (f) any material adverse change in Customer’s financial condition that would reasonably be expected to impair Customer’s ability to pay amounts owed to IMCS. Failure to provide such notice constitutes a material breach of this Agreement and a representation by Customer that no such event was reasonably foreseeable.

Post-Petition Transactions. If Customer is, at the time of any order, acceptance, shipment, or performance hereunder, a debtor in a pending bankruptcy or insolvency proceeding, Customer shall affirmatively disclose that status to IMCS in writing before requesting any Goods or Services. Any transaction entered into with a debtor-in-possession or trustee shall be a post-petition transaction, and Customer warrants and agrees that: (a) all such transactions are entered into in the ordinary course of Customer’s business; (b) all amounts owed to IMCS for post-petition Goods and Services constitute administrative expenses entitled to priority under 11 U.S.C. § 503(b)(1) and § 507(a)(2); (c) Customer has obtained, or will timely obtain, all necessary bankruptcy court authorizations for the transaction; and (d) Customer shall not seek to avoid, recharacterize, or subordinate IMCS’s claims arising from such transactions.

Preference Protection. The parties acknowledge and stipulate, to the fullest extent permitted by 11 U.S.C. § 547 and applicable case law, that:

All payments made by Customer to IMCS—including without limitation deposits, progress payments, milestone payments, parts orders, and net-thirty (30) invoice payments—are made in the ordinary course of business between the parties and according to ordinary business terms within the bulk material handling, industrial equipment, and construction-services industries, qualifying for the ordinary-course-of-business defense under 11 U.S.C. § 547(c)(2);
The payment structure set forth in Section 04 (Payment Terms) reflects the parties’ established course of dealing, the customs and practices of the industry, and the contemporaneous nature of the exchange between payment and performance;
Deposits paid with order, parts orders paid with order, and progress payments invoiced and paid within the cadence set forth in Section 04 constitute contemporaneous exchanges for new value under 11 U.S.C. § 547(c)(1), as the parties intend each such payment to be substantially contemporaneous with IMCS’s commitment of engineering, materials, fabrication labor, or field services of equivalent value;
Each shipment of Goods, release of engineering deliverables, or commencement of Services following a payment from Customer constitutes subsequent new value provided by IMCS under 11 U.S.C. § 547(c)(4), against which any preference claim shall be offset; and
Customer agrees not to assert, support, or cooperate with any preference, fraudulent-transfer, or avoidance claim against IMCS that contradicts the foregoing stipulations, except to the extent required by court order or applicable law.

The foregoing stipulations are intended to constitute evidentiary admissions and contractual commitments that IMCS may introduce in any subsequent bankruptcy or insolvency proceeding involving Customer.

Remedies on Financial Distress. Upon the occurrence of any event described in this Section 06, or upon IMCS’s reasonable belief that any such event has occurred or is imminent, IMCS may, in its sole discretion and without prior notice: (a) suspend all performance, including engineering, fabrication, shipment, and field work; (b) demand payment in advance, cash on delivery, or letters of credit for all current and future orders; (c) accelerate all amounts owed, which shall become immediately due and payable; (d) repossess Goods in IMCS’s possession or in transit; (e) enforce IMCS’s purchase-money security interest under Section 05; (f) file mechanic’s liens, construction liens, or UCC-1 financing statements; and (g) terminate this Agreement under Section 20. Customer shall reimburse IMCS for all costs incurred in exercising these remedies, including reasonable attorneys’ fees and bankruptcy-counsel fees.

07Delivery, Title & Risk of Loss

Unless otherwise stated, deliveries are F.O.B. IMCS’s facility in Holland, Michigan (Incoterms 2020 EXW for international shipments). Title and risk of loss pass to Customer upon delivery to the carrier at our facility. Customer selects the carrier, pays freight, insurance, and handling, and files any carrier claims. Delivery dates are good-faith estimates based on then-known conditions; we work hard to hit them and communicate proactively when conditions change.

International Shipments. For Goods shipped outside the United States, IMCS will not release the Goods to any carrier, freight forwarder, or shipping agent until payment in full has been received in cleared U.S. funds in accordance with Section 04(e). Customer is responsible for all export licenses, customs documentation, duties, tariffs, and compliance with U.S. export-control regulations (including EAR and ITAR where applicable) and the import laws of the destination country.

08Changes & Scope Modifications

Changes to Goods, Services, drawings, specifications, schedule, or scope take effect through a written change order signed by authorized representatives of both parties—with an equitable adjustment to price and schedule. Verbal instructions and informal field directives won’t bind either side. Evaluation costs for proposed changes that don’t result in an executed change order are reimbursable on a time-and-materials basis. This protects everyone: customers get cost certainty; we avoid scope creep eroding the project.

09Customer-Furnished Information, Materials & Site Conditions

We rely on the accuracy and completeness of drawings, specifications, dimensions, material data, process parameters, utility information, and site conditions you provide. Customer is responsible for, and holds IMCS harmless from, costs and delays arising from inaccurate or incomplete Customer-furnished information; differing or concealed site conditions; hazardous materials at the installation site; or interference by other trades. For Peerless field installations, Customer provides safe and unobstructed site access, suitable laydown areas, power, water, sanitary facilities, and timely coordination with other contractors.

10Inspection & Acceptance

Inspect promptly. Goods are deemed accepted unless written notice of nonconformity—identifying the issue in reasonable detail—reaches us within fifteen (15) days following delivery (or, for installed systems, within fifteen (15) days following mechanical completion). Putting Goods into production, integrating them with other equipment, or letting the notice window close confirms acceptance. For nonconforming Goods timely rejected, we’ll make it right: at our election, repair, replace, or credit.

11Returns & Cancellation

No returns without a Return Authorization Number (“RAN”) issued in writing. RAN requests must be submitted within sixty (60) days of shipment; authorized returns must reach us freight prepaid and in original condition within fourteen (14) days following RAN issuance. Custom-engineered Goods, made-to-order systems, and electrical or pneumatic components are non-returnable and non-cancellable except for proven manufacturing defect. Authorized stock returns are subject to a 50% restocking charge; engineered or modified items, if accepted for return at our discretion, 70%. Original freight is non-refundable. Credits apply to future purchases.

Cancellations: written notice plus payment of all costs incurred through the cancellation date—engineering hours, materials procured or committed, fabrication labor, subcontractor obligations, and reasonable margin on work performed.

12Limited Warranty

IMCS warrants to the original Customer that Goods we manufacture will, under normal use and service and when properly installed, operated, and maintained per our written instructions, be free from defects in material and workmanship for twelve (12) months from the date of shipment. Augers, flexible screws, wear liners, belting, hoses, gaskets, and other consumable or wear components carry a ninety (90) day warranty. Third-party components (motors, gearboxes, drives, controls, sensors, instrumentation) are covered by their respective manufacturer warranties, which we assign to you to the extent assignable.

Except for the express limited warranty set forth in this Section 12, IMCS makes no other warranties, express, implied, statutory, or otherwise, with respect to the Goods or Services, and IMCS specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, course of dealing, and usage of trade. IMCS does not warrant that the Goods will meet Customer’s production targets, throughput rates, yield, or business objectives, or that operation of the Goods will be uninterrupted or error-free.

The warranty doesn’t cover defects arising from: (a) Customer-furnished designs, specifications, or materials; (b) operation or maintenance contrary to our written instructions; (c) modification or repair by anyone other than IMCS or our authorized representatives; (d) abuse, neglect, accident, misuse, or unauthorized application; (e) operation outside rated capacity, environmental conditions, or duty cycle; (f) normal wear and tear; (g) transit damage or improper storage; or (h) force majeure. Customer’s exclusive remedy, and our sole obligation, is—at our election—repair, replacement, or refund, F.O.B. our facility. Claims must be in writing within the warranty period.

13Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall IMCS, its officers, directors, shareholders, employees, affiliates, contractors, suppliers, agents, or representatives be liable to Customer or any third party for any indirect, incidental, special, consequential, punitive, exemplary, or reliance damages of any kind, including without limitation lost profits, lost revenue, lost production, business interruption, cost of substitute goods, downtime, lost data, loss of goodwill, removal or reinstallation costs, or claims of Customer’s customers, whether arising in contract, tort (including negligence), strict liability, breach of warranty, or any other legal or equitable theory, and whether or not IMCS has been advised of the possibility of such damages.

IMCS’s aggregate liability for all claims arising out of or related to this Agreement, the Goods, or the Services, regardless of the form of action, shall not exceed the price actually paid by Customer to IMCS for the specific Goods or Services giving rise to such claim. The limitations and exclusions in this Section 13 shall survive any failure of essential purpose of a limited or exclusive remedy.

14No Liquidated Damages

IMCS prices its work to deliver on time and stands behind its schedules through proactive communication, resource commitment, and old-fashioned hustle. We do not, however, accept liquidated-damages exposure as a commercial term.

IMCS Does Not Agree to Liquidated Damages

IMCS does not accept, and Customer waives, any provision imposing liquidated damages, delay damages, late-delivery penalties, schedule penalties, bonus/penalty schedules, or any similar pre-agreed monetary remedy for delay, non-performance, or failure to meet milestones—whether contained in a Customer purchase order, master agreement, project specification, click-through, or any other document. Any such provision is rejected and shall be of no force or effect against IMCS unless expressly accepted in writing and signed by an authorized officer of IMCS in accordance with Section 02 (Negotiated Modifications), supported by a separately negotiated risk premium and commensurate contract value. Customer’s sole and exclusive remedies for delay or non-performance are those set forth in Sections 12 (Limited Warranty) and 13 (Limitation of Liability), subject in all cases to the liability cap and consequential-damages waiver therein. The prohibition in this Section 14 applies to any award, remedy, or measure of damages fashioned by an arbitrator, mediator, or court, regardless of how characterized or labeled, including any award styled as “actual damages,” “reasonable damages,” or equitable relief that operates in substance as a pre-agreed delay or non-performance penalty.

15Intellectual Property & Confidentiality

All designs, drawings, engineering calculations, specifications, models, software, control programs, technical documentation, manufacturing know-how, and deliverables we develop or use (“IMCS IP”) remain our exclusive property, regardless of whether development cost was included in the price. Customer receives a limited, non-exclusive, non-transferable, royalty-free license to use IMCS IP solely for operating and maintaining the Goods purchased. Please don’t copy, reverse-engineer, modify, distribute, or disclose IMCS IP to third parties (including competing manufacturers, fabricators, or integrators) without our written consent. Confidential information disclosed by either party stays confidential and is used only for purposes of this Agreement.

16Indemnification

By IMCS. We defend, indemnify, and hold harmless Customer from third-party claims for bodily injury or tangible property damage to the extent directly caused by our negligent acts or willful misconduct.

By Customer. Customer defends, indemnifies, and holds harmless IMCS, our affiliates, and our respective officers, directors, employees, and agents from claims arising out of: (a) our compliance with Customer-furnished designs, specifications, drawings, materials, or instructions, including third-party IP claims; (b) modification of the Goods by anyone other than IMCS; (c) use, misuse, or operation of the Goods other than per our written instructions; (d) integration with equipment, materials, or processes not supplied or approved by IMCS; (e) negligent or wrongful acts of Customer or its employees, contractors, or invitees; and (f) Customer’s breach of this Agreement.

17Insurance

IMCS maintains, at our expense, commercial general liability, workers’ compensation, automobile liability, and umbrella insurance in amounts consistent with industry standards for an established OEM and field-services contractor. A standard certificate is available on request. We don’t agree to non-standard endorsements, additional-insured status, primary-and-non-contributory language, waivers of subrogation, audit rights over our insurance program, or modifications to our standard certificates absent a separately negotiated written agreement and applicable additional premium. Our coverage is robust, current, and managed by professionals—we don’t need oversight.

18Mutual Responsibility & Independent Operations

This Agreement is between two responsible businesses. Each party runs its own operation competently, complies with the laws applicable to it, and stands behind the commitments it makes. Neither party hires the other to oversee, monitor, or audit it—and neither party agrees to be overseen, monitored, or audited.

Trust is the Operating System

IMCS is a financially sound, responsibly operated American manufacturer with an unbroken record of integrity since 1975. We presume our customers are competent, ethical, and acting in good faith—and we expect to be presumed the same. This Agreement reflects that mutual presumption. Each party manages its own operations independently and stands accountable for them.

Each Party’s Own-House Responsibilities. Each party is solely responsible for its own compliance and operations, including:

Compliance with all federal, state, and local laws and regulations applicable to its own performance under this Agreement, including the Fair Labor Standards Act, the Foreign Corrupt Practices Act, applicable U.S. export controls, OSHA regulations applicable to its operations, and applicable environmental laws;
The selection, supervision, training, and conduct of its own employees, vendors, suppliers, subcontractors, and representatives;
Maintenance of its own commercially reasonable insurance program, financial controls, cybersecurity practices, data-privacy program, and business-continuity arrangements;
Obtaining and maintaining all permits, licenses, approvals, certifications, and inspections required for its own facilities, operations, and intended use of the Goods or Services; and
Conducting its own due diligence on the other party at the outset of the relationship—not through ongoing oversight thereafter.

Mutual Waiver of Oversight and Monitoring Rights. Except as expressly required by law and except for the rights expressly granted in this Agreement (such as inspection of Goods under Section 10 and lien-enforcement rights under Sections 05 and 06):

Neither party shall demand, and each party waives, any right of the other party to conduct on-site audits, facility inspections, document inspections, financial-statement reviews, books-and-records examinations, personnel interviews, or any similar oversight activity directed at the other party’s operations;
Neither party shall impose on the other any third-party supplier code of conduct, customer code of conduct, ESG questionnaire, sustainability scorecard (including EcoVadis, Sedex, or similar platforms), greenhouse-gas reporting mandate, cybersecurity framework attestation, modern-slavery questionnaire, conflict-minerals reporting beyond what federal law requires, or other monitoring or oversight regime, unless expressly accepted in writing in accordance with Section 02;
Neither party shall require the other to monitor, audit, certify, or police the compliance practices of its own vendors, suppliers, or subcontractors beyond the customary diligence of a prudent business in the industry, and neither party makes any representation regarding third-party supplier practices beyond what those suppliers themselves warrant;
Neither party’s compliance representations are expanded by the other party’s policies, codes, handbooks, portal terms, click-through agreements, or unilateral communications;
Each party’s acceptance of these Terms acknowledges the other as a responsible counterparty.

IMCS Books, Records & Premises Are Not Open to Customer Review

For absolute clarity, and notwithstanding anything in any Customer purchase order, master agreement, supplier portal, code of conduct, audit clause, or other document: Customer shall have no right, under any circumstance, to access, audit, inspect, review, copy, image, examine, or demand production of IMCS’s books, records, financial statements, tax returns, payroll records, internal accounting, cost data, vendor agreements, employee files, IT systems, source code, manufacturing records, quality records, or any other internal business information of IMCS. Customer also has no right to enter IMCS’s facilities for audit, inspection, or oversight purposes (visits for legitimate quality witness, factory acceptance testing, or pre-shipment inspection by prior written appointment are not audit rights and are accommodated as a courtesy, not a contractual obligation). This prohibition is absolute, perpetual, and survives termination of this Agreement. The only exceptions are (a) court orders or subpoenas issued by a court of competent jurisdiction, (b) demands by a properly authorized governmental authority acting within its lawful jurisdiction, or (c) an inspection right expressly granted by IMCS in a writing signed by an officer of IMCS in accordance with Section 02.

Merit-Based Operations & No Workforce Composition Mandates

IMCS hires, promotes, and assigns its personnel based on qualification, experience, character, and demonstrated ability to do the job. We provide equal employment opportunity to all qualified applicants and employees, comply fully with all applicable employment laws, and prohibit unlawful discrimination on any basis protected by federal or state law. We do not, however, operate, report on, or commit to demographic quota systems, workforce-composition targets, supplier-diversity certifications, or similar mandates imposed by third parties. Customer shall not require IMCS to (a) report on the demographic composition of its workforce, vendors, or subcontractors beyond what federal or state law requires; (b) achieve or demonstrate diversity, equity, inclusion, or similar workforce-composition metrics as a condition of doing business with Customer; (c) participate in supplier-diversity programs, certifications, scorecards, or audits; or (d) accept any code of conduct, attestation, or contractual provision that imposes workforce-composition criteria on IMCS. Consistent with the principles of Section 18 generally, IMCS extends to Customer the same presumption of lawful, merit-based operation, and neither party shall impose workforce-composition requirements on the other.

If Trust Is Misplaced. If at any point a party has objectively credible evidence—not speculation or boilerplate concern—that the other party is not operating responsibly, has materially misrepresented its capabilities, or has materially breached this Agreement, that party’s remedies are: (a) raise the concern directly with the other party’s officer-level leadership; (b) suspend its own performance under this Agreement; (c) invoke Section 21 (Dispute Resolution); and (d) terminate this Agreement under Section 20. These remedies replace any extra-contractual monitoring or oversight right that would otherwise exist.

19Force Majeure

Neither party is liable for delay or failure to perform (other than the obligation to pay amounts due) caused by events beyond reasonable control, including acts of God; natural disasters; fire; flood; severe weather; epidemic or pandemic; war; terrorism; civil unrest; labor disputes or strikes; shortages or delays in materials, components, or transportation; utility or telecommunications failures; cyberattack; embargoes, tariffs, or other governmental actions; and acts or omissions of suppliers or subcontractors. The affected party gives prompt notice and resumes performance as soon as commercially reasonable. If a force majeure event continues past ninety (90) days, either party may terminate the affected order upon written notice, with IMCS entitled to payment for all work performed and costs incurred through the termination date.

20Termination

By IMCS. IMCS may suspend performance or terminate this Agreement, in whole or in part, immediately upon written notice if Customer: (a) fails to pay when due; (b) becomes insolvent, files for or is the subject of any bankruptcy or insolvency proceeding, makes an assignment for the benefit of creditors, or has a receiver appointed; (c) materially breaches this Agreement and fails to cure within fifteen (15) days following written notice; or (d) repudiates this Agreement. Upon termination, amounts owed are immediately due, and IMCS recovers cancellation costs, lost margin, and reasonable collection costs.

By Customer. Customer may terminate this Agreement upon written notice if IMCS materially breaches this Agreement and fails to cure within thirty (30) days following written notice describing the breach in reasonable detail. Upon such termination, Customer’s sole remedies are those set forth in Sections 12 (Limited Warranty) and 13 (Limitation of Liability), and Customer remains obligated to pay for all Goods delivered and Services performed through the date of termination.

Convenience Cancellation. Customer may cancel any order for convenience subject to the cancellation provisions of Section 11 (Returns & Cancellation), including payment of all costs incurred through the cancellation date and reasonable margin on work performed.

21Dispute Resolution — Equal Footing, Out of Court

Governing Law. This Agreement, and all matters arising out of or relating to it—including its formation, interpretation, performance, breach, termination, and enforcement—is governed by and construed in accordance with the laws of the State of Michigan, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Good-Faith Resolution First. The parties share a strong interest in resolving issues quickly, privately, and as partners. Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute, claim, or controversy (each, a “Dispute”) through direct negotiation between senior representatives of each party within thirty (30) days following written notice. Most issues get worked out at this stage, and we expect that to remain the case.

Resolution, Not Litigation

Our default is partnership, not litigation. If something can’t be solved by a conversation, we’ve built a fast, fair, confidential, and equal-sided process to take it the rest of the way. We don’t go to court—and neither does our customer—except in the narrow circumstances spelled out below.

Mandatory Binding Arbitration. If good-faith negotiation doesn’t resolve the Dispute, the parties shall submit it to final and binding arbitration, on equal and reciprocal terms, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration is conducted by a single neutral arbitrator with substantial commercial, manufacturing, or construction experience, selected by mutual agreement of the parties or, failing such agreement within thirty (30) days, appointed by the AAA. The seat and venue of arbitration is Allegan County, Michigan, or such other location within the State of Michigan as the parties may mutually agree. Proceedings are conducted in English. The arbitrator applies Michigan substantive law and has authority to award any remedy available at law or in equity, including injunctive relief, subject to the limitations set forth in this Agreement. The award is final, binding, and non-appealable, and judgment may be entered in any court of competent jurisdiction. The parties share equally the fees and costs of the arbitrator and the AAA, and each party bears its own attorneys’ fees, except that the arbitrator may award attorneys’ fees and costs to the prevailing party at the arbitrator’s discretion. The arbitration proceeding and all materials exchanged are confidential.

Class Action Waiver. All Disputes are resolved on an individual basis. Neither party consolidates claims with any other party, participates in any class, collective, or representative proceeding, or seeks class-wide or representative relief.

Limited Court Access. The parties’ clear and mutual intent is to resolve all Disputes through arbitration and to stay out of court to the fullest extent possible. Either party may seek (a) provisional or injunctive relief in aid of arbitration, (b) entry or enforcement of an arbitration award, or (c) enforcement of liens, security interests, or rights under the Michigan Construction Lien Act or Article 9 of the Uniform Commercial Code—in each case exclusively in the state and federal courts located in Allegan County, Michigan, or the U.S. District Court for the Western District of Michigan. The parties irrevocably consent to the exclusive jurisdiction and venue of such Michigan courts for any such limited proceeding and waive any objection based on forum non conveniens or improper venue.

Each party hereby knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any action or proceeding arising out of or related to this Agreement.

22Statute of Limitations

Any cause of action arising out of or related to this Agreement, the Goods, or the Services must be commenced within one (1) year after the cause of action has accrued, or it is forever barred. The parties expressly agree to shorten the limitations period otherwise applicable under Michigan law.

23Assignment

Customer may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without IMCS’s prior written consent. Any purported assignment without consent is void. IMCS may assign this Agreement, in whole or in part, to any affiliate, successor in interest, or financing party without Customer’s consent.

24Notices

Notices are in writing and delivered to the addresses set forth in the IMCS quotation or order acknowledgment, by personal delivery, nationally recognized overnight courier, certified U.S. mail (return receipt requested), or email with confirmation of receipt. Notices to IMCS: International Material Control Solutions, Inc., 510 E 40th Street, Holland, MI 49423, Attention: President & CEO.

25Independent Contractor

IMCS is an independent contractor. Nothing in this Agreement creates a joint venture, partnership, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur obligations on the other’s behalf.

26Severability & Waiver

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision is modified to the minimum extent necessary to render it enforceable while preserving the parties’ original intent. No waiver of any provision by IMCS is effective unless it satisfies the requirements of Section 02 (Negotiated Modifications). No waiver by Customer is effective unless in writing and signed by an authorized representative of Customer. No waiver of any breach constitutes a waiver of any subsequent breach.

27Entire Agreement

This Agreement, together with the documents expressly incorporated by reference, is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous proposals, negotiations, representations, and communications, whether oral or written. No amendment, modification, or waiver of any provision is effective unless it satisfies the requirements of Section 02 (Negotiated Modifications)—in writing, signed by an authorized officer of IMCS, and expressly referencing the provision being modified. Sections 02, 04, 05, 06, 11, 12, 13, 14, 15, 16, 18, 21, and 22, and any other provision that by its nature should survive, shall survive termination or expiration of this Agreement.

28Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one and the same instrument. Signatures delivered by electronic transmission (PDF, DocuSign, or similar) have the same force and effect as original signatures.