Terms & Conditions

Industrial Cryogenic Technologies LLC

The following Terms and Conditions shall apply to all sales and transactions by Industrial Cryogenic Technologies LLC (“ICT”), its members, directors, employees, and agents, (“ICT”) for installation services, consulting services and distribution of parts, components, products and/or sale of equipment, machinery, materials, consumables, or goods(“Services”) for an individual, corporation, partnership, Limited Liability Company, or other entity as the purchaser (“Customer”). The following Terms and Conditions shall exclusively govern the Services, and no other understanding, agreement, term, or condition shall be binding on ICT. Any provisions written or otherwise, contained in any purchase order, sales order, quote or other proposal which are inconsistent with or in addition to the Terms and Conditions herein shall have no force or effect.

1. QUOTES are offered for acceptance within thirty (30) days or for the period specifically stated in the quote. Prices are subject to change without notice and are FOB ICT location. If quote specifies parts or machinery will be supplied by Customer on which ICT is to perform Services, said parts or machinery must be of factory quality and within the specifications of the OEM (manufacturer). If Customer furnishes tooling, fixtures, materials and/or parts to be used by ICT to perform its Services which are not of the quality generally acceptable to ICT, ICT may alter or modify its quoted price to Customer. The customer is solely responsible for supplying adequate machinery, parts & tools.
2. TERMS of payment are 30% down, 70% Due at Shipping for Services outside the United States and 30% down, 70% Net Thirty (30) days for Services inside the United States, from the date of the invoice, subject to credit approval by ICT. Past due accounts shall bear interest at the rate of one and one-half percent (1.5%) per month or the lawful maximum, whichever is less. Customers shall notify ICT of any invoice discrepancies within ten (10) days of receipt and agree to pay all amounts not in dispute within the terms specified herein. The customer may not set off against sums otherwise due to alleged penalty, liquidated damages, cost of changes in the work or delay due to recovery of charges to or from others.
3. DEFAULT – Non-payment within the terms specified herein will be considered a material breach and, with reservation of all other rights and remedies, permit ICT to suspend all Services. The ICT maintains the right to stop work and withhold Services without liability for actual, special, consequential, or other damages if payment is not received as stipulated. If, in ICT’s sole judgment, the financial condition of Customer does not justify continuation of services or shipment within the terms specified herein, ICT may reject and/or cancel orders from Customer and/or require payment for Services in advance. In the event of non-payment and action is needed to collect an unpaid balance, ICT maintains the right to employ legal and/or collection services to obtain full payment and Customer agrees to pay all of ICT’s attorney fees and costs without consideration to the amount.
4. FREIGHT damage and risk of loss shall be borne by Customer upon ICT’s tender of Services to the carrier for transportation regardless of FOB designation. ICT reserves the right to select the means of transportation, routing, and shipments of any quantity without charge to ICT. Customer may request specific means of transportation. Services tendered to the carrier shall constitute fulfillment of the order.
5. FORCE MAJEURE – ICT shall not be liable to Customer or Customer’s customers or users and shall have the right to suspend its performance hereunder in the event of war, riot, fire, flood, blizzard, acts of God, court order, strikes or other labor difficulties, acts of government or military authority, wreckage, delay in transportation or other causes beyond the control of ICT.
6. LOSS or damage to Customer’s furnished tools and/or materials caused by fire, flood, theft, or other casualty while such items are in possession of ICT, shall be the sole and exclusive responsibility of Customer. ICT shall be relieved from all liability for such loss of said furnished tools, patterns and/or materials.
7. CONFIDENTIALITY:

a) Confidential Information including all drawings, designs, reports, specifications, technical information, and CAD outputs such as floppy disks, files, hard copy, and software mediums are Confidential Information and Instruments for Services. Any tooling and/or fixtures designed, created, manufactured and/or used by ICT are also considered Confidential Information and Instruments for Services. Said Confidential Information and Instruments for Services remain the sole and exclusive property of ICT. Customer shall not use or permit the use of any Confidential Information or Instruments for Services in competition with ICT and shall not publish, disclose, communicate, reveal, or otherwise divulge any such information. This provision shall supplement any other confidentiality agreement between the parties.
b) Each Party will safeguard the other Party’s Confidential Information using the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care). Neither Party will (i) use any Confidential Information for any purpose outside the scope of this Agreement, or (ii) disclose, permit a third party to disclose, or publish any of the other Party’s Confidential Information. Except as otherwise authorized by the other Party in writing, each Party will limit access to the other Party’s Confidential Information to those of its employees, contractors, and agents who need such access in connection with this Agreement and who have signed confidentiality agreements containing protections no less stringent than those herein.
c) Each Party may disclose the other Party’s Confidential Information if it is compelled by law to do so, provided it gives the other Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at such other Party’s cost, if such other Party wishes to contest the disclosure.
d) Nothing in this Agreement shall be construed as limiting the availability or effect of any laws, including without limitation any applicable laws in the State of New Jersey or Arkansas, purporting to protect trade secrets.
e) All Confidential Information is and shall remain the sole and exclusive property of the disclosing party. Upon termination of this Agreement, each Party will promptly return to the other Party all of the other Party’s Confidential Information in such Party’s possession, custody, or control. Each Party will irretrievably delete all of the other Party’s Confidential Information stored electronically and will not retain any copies thereof.
f) The Parties acknowledge that any violation of the covenants in this Section will cause irreparable harm to each Party’s business, and that, in addition to any other rights or remedies available in law, each Party shall be entitled to pursue injunctive relief to prevent a violation of such covenants.

8. CUSTOMER REPRESENTATIONS AND WARRANTIES to ICT
   a) It has full authority and legal right to execute, deliver and contract the Services of ICT;
   b) Such action will not contravene any applicable law, regulation, judgment or organizational document of Customer;
   c) Will not contravene or constitute a default under any agreement to which Customer is a party or by which Customer or its assets may be bound or affected;
   d) Any financial information provided by Customer, including Customer’s name and place of business, to ICT is complete and correct for the purposes and periods covered thereby.
9. ONSITE SERVICES
   a) The Customer agrees and understands that ICT has no control of the Customers machines, tools and facilities and that our quote is based on good faith that the aforementioned are in optimal working condition and available from the time of our scheduled arrival until our departure from Customers facility each day ICT is onsite at Customers facility, and that any deviation from optimal working condition or intermittent availability of said resources will increase the amount of time billed to Customer above the quoted initial amount.
   b) The Customer agrees and understands that ICT has no control of the Customers employees and that our quote is based on good faith that the Customers employees perform well in their work and are available for the entirety of the time ICT is onsite and that any interruption to Customers employees availability, or slow work and poor performance by Customers employees will increase the amount of time billed to Customer above the initial quoted amount.
   c) ICT is and shall perform its Services as an independent contractor and not as the Customer’s agent, partner or as a joint venture. ICT reserves the right to subcontract any or all of the Services. Should ICT supervise or review work prepared or performed by other individuals or firms employed by Customer, it shall not relieve those individuals or firms of complete responsibility for the adequacy of their work, employment benefits or taxes related thereto.
   d) Each Party acknowledges and agrees that it is solely responsible for securing and maintaining any and all insurance coverage for itself and its contractors or agents, including, without limitation, commercial general liability, workers’ compensation, medical, and automobile coverage.
   e) Onsite installation and support will be scheduled based on engineering availability and a mutually agreed timeline. A hard copy of the purchase order, made out to Industrial Cryogenic Technologies LLC, receipt of deposit and accounting approval is required to confirm and hold installation dates.
10. FEE AND EXPENSES.
    a) FEES and other charges provided for in the quote, proposal, purchase order, sales order and/or invoice do not include any federal, state, local or municipal taxes, including sales, use, value added, gross receipts or other similar taxes or tariffs which will be the sole responsibility of Customer. Any exemption or resale certificate acceptable to the taxing authority should be furnished to ICT. If an exemption certificate previously accepted by ICT is not recognized by the taxing authority involved, Customer agrees to pay ICT the amount of the tax, all penalties and interest along with any expenses, including legal expenses.
    b) All expenses incurred by ICT for travel in connection with this agreement shall be borne wholly and completely by the Customer and will be billed as Services Due to the Client and the Client agrees to reimburse ICT within 30 days of submission of the invoice.
    c) During the Term, in consideration for the services to be provided hereunder, “Customer” will be responsible for paying the fees listed herein. Payment is due 30 days after receipt of invoice for existing customers. New customers shall pay 30% down to initiate service with the remaining 70% due within 30 days of completion of service.
    d) Onsite Technical Consulting & Service Fees beyond the scope of the original quote/proposal will be billed at the rate of $1200 per day, up to 8 hours per day.
    e) Lodging, Airfare, Car Rental and other expenses associated with performing Onsite Services beyond the scope of the original quote/proposal are the responsibility of the customer.
    f) Vehicle travel to and from Client location is billed at $75 per hour if applicable.
    g) The Parties acknowledge that they are each solely responsible for satisfying any tax obligations associated with payments received from the other Party, including applicable federal, state and local tax withholdings.
11. CONSEQUNETIAL DAMAGES NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, OR OTHERWISE RESPONSIBLE, FOR ANY LOSS OF PROFITS, DIMINUTION IN VALUE, OR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF OR OTHERWISE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE; PROVIDED THAT THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THIRD PARTY INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 4.1.
12. INTELLECTUAL PROPERTY

a) OWNERSHIP – All intellectual property rights, including but not limited to patents, trademarks, copyrights, design rights, trade secrets, and know-how related to the equipment sold by ICT shall remain the sole and exclusive property of the ICT. The sale of equipment does not constitute a transfer of any intellectual property rights, except as expressly stated in a written agreement signed by both parties.
b) LIMITED LICENSE – Upon full payment, the Customer is granted a non-exclusive, non-transferable, and revocable license to use the equipment solely for its intended purpose. This license does not permit the Customer to copy, modify, reverse engineer, disassemble, decompile, or create derivative works from the equipment or any associated software, documentation, or technology.
c) RESTRICTIONS – The Customer agrees not to reproduce, replicate, resell, or otherwise distribute the equipment or any of its components or embedded technologies without the prior written consent of the ICT. Any unauthorized use of the ICT intellectual property shall constitute a breach of these terms and may result in legal action.
d) CONFIDENTIALITY – The Customer agrees to maintain the confidentiality of any proprietary information disclosed during the course of the sale, installation, or use of the equipment. This includes, but is not limited to, specifications, schematics, processes, and technical data.
e) ENFORCEMENT – ICT reserves the right to enforce its intellectual property rights to the fullest extent of the law, including seeking injunctive relief, damages, and recovery of legal costs in case of unauthorized use or infringement.

14. PHOTO RELEASE
    a) Customer grants to ICT, its representatives the right to take and use photographs, videos, or other representations of the equipment, installation process and surrounding environment before, during and after the Installation Services and all work performed at the Customers Premise related to this Contract/Purchase Order (the “Content”)
    b) provided that such photos do not disclose any confidential or proprietary information of the Customer without prior written consent.
    c) ICT agrees not to disclose the Customer name, logo, or any sensitive operational details without the Customer’s prior written approval. The Customer may request in writing, prior to installation, that certain areas or processes not be filmed or photographed, and ICT will make reasonable efforts to accommodate such requests.
    d) ICT irrevocably keeps all rights (including copyright), title, and interest in the Content for use in all markets and media, worldwide, in perpetuity.
    e) ICT can use the Content, in any form or medium, internally for any purpose (e.g., customer service, planning, and claims). ICT will NOT intentionally use the Content publicly.
    f) The Customer acknowledges and agrees that no compensation or royalty will be due for the use of any such media, and that ICT retains all rights to the media it produces, including any intellectual property therein.
15. LIMITATION OF LIABILITY – ICT’S liability for any loss, damage, cost or expense caused by any matter whatsoever, including breach of contract, express or implied, breach of warranty, express of implied, product liability, strict liability, defects in the equipment, contribution, indemnification or ICTS’S active or passive sole, joint or several negligence of any kind of degree, shall be limited under all such circumstances to the sum of one thousand ($1,000) dollars.
16. INDEMNIFICATION – Customer shall indemnify, defend and hold ICT, its members, directors, employees and agents harmless from any and all demands, claims actions, losses, damages, liabilities, costs and expenses (including counsel fees) arising out of or from (1) actual or alleged personal injury (including death) and/or damage or destruction to property (including loss of use) by whomsoever, including third party claims. (2) Any negligence or willful misconduct by Customer, Customer’s agents or subcontractors. (3) Customer breach of any warranties or other obligations hereunder. (4) Claims as a result of or in connection with pre-existing condition(s) unknown to ICT prior to the date hereof and not addressed in the scope of Services being contracted. (5) Customer’s non-compliance with federal, state or local laws or regulations, including without limitation, applicable intellectual property, environmental laws, recalls, actual or alleged infringement of any patents, trademarks, copyrights or other proprietary rights afforded by the U.S. or any foreign country.
17. LIMITED WARRANTY – Subject to the terms of this paragraph, ICT warrants to Customer the Services shall conform to the material specifications and drawings approved by Customer. If Customer notifies ICT within one (1) month of the date of delivery (“Warranty Period”) of such Services to Customer hereunder and returns the parts to ICT at Customer’s sole expense, ICT shall, upon its confirmation that such defect exists and, at its sole option, repair or replace any nonconformity by suitable repair or replacement FOB ICT’s Shop (Macungie, PA) or by refunding the original purchase price. The Warranty Period for the replaced or repaired Services shall extend after the date of repair or replacement for a time equal to the original Warranty Period. If the Customer does not notify ICT of such defects, whether patent or latent, within the Warranty Period, ICT shall have no further liability or obligation to the Customer. In no event shall ICT’s liability under this Limited Warranty exceed the original purchase price of the Services, which are the subject of a proper notice of defects. Customer’s sole remedy against ICT for breach of warranty shall be the repair or replacement of the defective material or workmanship at the ICT’s sole option, without charge (except for labor costs), FOB at ICT’s shop. Notwithstanding any provisions of this limited warranty, ICT shall not be responsible for equipment or parts that have been subject to misuse, neglect, improper alteration, or accident. No other representation expressed or implied, or warranty, including without limitation, implied warranties of accuracy, completeness, merchantability, or fitness for a particular purpose is included or intended herein or in any proposal, report, opinion, document or otherwise. THE WARRANTIES FURNISHED BY ICT, AS EXPRESSLY INCLUDED HEREIN, CONSTITUTE ICT’S SOLE OBLIGATION HEREUNDER AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. Repairs or alterations not authorized, in writing, by ICT, and any parts furnished by ICT but later manufactured or modified by others shall void this warranty.
18. ENTIRE AGREEMENT – These Terms and Conditions represent the entire agreement and understanding between the parties and shall be interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania. These conditions are separate and several. If any are found to be illegal or unconstitutional, the remaining portions shall continue in full force and effect. No subsequent addition, modification or waiver of any provision shall be binding on either party unless made in writing and executed by a duly authorized agent of ICT. Clerical and stenographic errors are subject to correction. The parties hereby irrevocably submit to the jurisdiction and venue of the appropriate court of Lehigh County, Pennsylvania in any action or proceeding arising out of or related to Services or these Terms and Conditions.