OESA Issues Updated OESA Model Terms and Conditions
Margaret Baxter, OESA

Due to the changing commercial landscape in the industry, a committee met in August 2011 to develop and update the OESA Model Terms.  It was agreed that overall the “OESA Model Terms and Conditions” had withstood the test of time, however a few areas needed a refresh, including:

• Warranty term and remedy
• Quantity
• Term
• Force majeure (or excusable non-performance)
• The “commentary” that accompanies the various provisions in the document

The updates have been made and the document is now final.  It will continue to be a “living document” and OESA will continue to look for ways to improve and/or update the documents based on member feedback.  The Microsoft Word version of the “OESA Model Terms and Conditions” and a .pdf file with commentary are available for download from the OESA website at no cost. 

Committee members: 

• Lisa Boulton, General Counsel, AGS Automotive Systems
• Dawn Reamer, Attorney, AISIN World Corp. of America
• Jason Surber, President, ATF, Inc.
• Carl Jensen, Vice President, Sales & Marketing, HUSCO International, Inc.
• Paul Donovan, Group Technology Counsel, ITW
• Sara Friedmann, Business Manager, NSK Corporation
• Raimi Blackerby, Corporate Counsel and IP Director, TI Automotive
• Sheldon Klein, Shareholder, Butzel Long
• Dan Rustmann, Shareholder, Butzel Long

The “OESA Model Terms and Conditions” was originally developed by a team of 48 individuals from 30 OESA member companies in order to offer a set of fair and balanced terms and conditions for the industry.  The team worked for 18 months to develop the language.  The litmus test for each provision was “could I live with this as a buyer, AND as a seller?” 

The document was simplified into “plain English,” and published in 2004 along with UCC-style commentary, that attempted to explain the spirit of each provision.  A recent survey of OESA members indicated that 70 percent of respondents have been active users of the document for customer and supplier negotiations. Some have revised their own terms and conditions and a few companies have elected to adopt the “OESA Model Terms and Conditions” with varying degrees of modifications as their own.

For more information, contact Margaret Baxter at 248.952.6401 ext. 223 or mbaxter@oesa.org.