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Terms & Conditions

Terms & Conditions

Industrial Material Handling, LLC (DBA: IMH Systems) (IMH)

IntroductionThese Terms & Conditions (“Terms”) govern all work provided by Industrial Material Handling, LLC (also referred to as IMH Systems or IMH) (“we”, “us”)—including quotes, equipment sales (conveyors, cranes, & steel structures), installations, spare parts, system upgrades, maintenance, emergency repairs, rigging, machine moving, and related services (“Products” and “Services”). Acceptance of any quote or invoice constitutes acceptance of these Terms.

 

1. Acceptance

This quotation is not an offer, and no contract shall arise until we have acknowledged and accepted in writing a purchase order from you for the material and/or services on the quoted terms. Any contract resulting from this quotation supersedes conflicting provisions in your purchase orders unless agreed in writing by both parties.

Unless specifically noted, we will not supply equipment, material, or services not listed in this proposal. IMH reserves the right to change components or arrangements if necessary due to:

  • (a) design improvement,
  • (b) material availability, or
  • (c) fabrication/installation convenience.

All revisions will be shown on approval drawings. This agreement is governed by the laws of the State of Indiana.

 

2. Quotes & Validity

  • Quotes are valid for 30 days unless otherwise stated.
  • Prices are based on straight-time labor and current material markets. IMH reserves the right to adjust pricing if material or freight costs escalate prior to delivery.
  • Prices do not include taxes, shipping, duties, permits, or storage unless specified.

 

3. Delivery, Freight & Storage

  • Delivery dates are estimates only. Delays may result from supplier issues, site readiness, or force majeure.
  • Risk of loss passes to Purchaser upon shipment (FOB point) or delivery to site.
  • Purchaser must inspect shipments upon receipt and notify IMH of shortages/errors within 5 days.
  • If Purchaser delays delivery, installation, or acceptance, IMH may charge storage, re-delivery, and idle crew fees.

 

4. Installation & Site Responsibilities

  • Purchaser must ensure site readiness (clear access, permits, power, safety compliance).
  • If IMH crews are delayed or held idle on site due to Purchaser or other contractors, stand-by time will be billed at prevailing rates.
  • IMH may subcontract electrical, rigging, or other services without voiding the contract.
  • IMH reserves the right to stop work if unsafe conditions exist without penalty.

 

5. Permits

Purchaser is responsible for all required permits, licenses, and inspections. Any additional costs resulting from failure to obtain permits shall be borne by Purchaser.

 

6. Warranty

  • IMH warrants its equipment and services to be free from defects in material and workmanship for 12 months from shipment or installation, or 2,100 operating hours, whichever comes first.
  • Remedies are limited to repair or replacement. Warranty excludes misuse, ordinary wear, unauthorized repairs, or use with abrasive/corrosive materials.
  • IMH passes through manufacturer warranties on third-party equipment.
  • Consequential damages, loss of profits, and downtime claims are excluded.

 

7. Spare Parts & Returns

  • Spare parts are subject to availability and may be substituted with suitable alternatives if discontinued.
  • Special-order, custom, or electrical parts are non-returnable.
  • Standard returns, if accepted, may be subject to a restocking fee of up to 25%.

 

8. Examination & Testing

Purchaser must accept equipment within 10 days of installation completion or first production use. Written notice of deficiencies must be given immediately. If unresolved, IMH may remove equipment and refund payments, with no further liability.

 

9. Title & Liens

  • Title passes only upon full payment. Until then, IMH retains ownership and may repossess equipment upon nonpayment.
  • No equipment shall be considered a fixture; IMH retains rights to remove or lien equipment if unpaid.

 

10. Patents

IMH will indemnify Purchaser against U.S. patent infringement claims arising from our design/manufacture, provided Purchaser promptly notifies us and allows IMH to control the defense.

 

11. Taxes

Purchaser shall pay all applicable federal, state, and local taxes. If no exemption certificate is provided, IMH will add applicable taxes to invoices.

 

12. Insurance

IMH complies with workers’ compensation, employer liability, and public liability laws. Purchaser assumes risk of loss from fire, theft, or casualty upon delivery and agrees to carry insurance protecting both parties’ interests.

 

13. Drawings & Specifications

  • All drawings and specifications remain property of IMH and are provided in confidence.
  • They may not be copied, published, or disclosed without written consent.
  • Drawings are approximate and subject to final engineering. They may not be used for construction.

 

14. Safety & OSHA Compliance

  • IMH provides only those safety devices specified in the proposal.
  • Additional safety measures required by OSHA or authorities during the project shall be at Purchaser’s expense.
  • Hazardous site conditions (asbestos, chemicals, hazardous dust) are the Purchaser’s responsibility to remediate before IMH work begins.

 

15. Changes, Delays & Cancellations

  • All changes or cancellations must be submitted in writing and accepted by IMH.
  • Purchaser is responsible for costs incurred due to scope changes, delays, or site conditions outside IMH’s control.
  • If shipment or installation is delayed beyond IMH’s control, the Purchaser must pay the balance within 30 days of equipment readiness.
  • IMH will not accept backcharges unless given the opportunity to correct issues first.

 

16. Confidentiality

Both parties agree to maintain confidentiality of all proprietary information and not disclose it to third parties without consent.

 

17. Dispute Resolution

  • Governed by Indiana law.
  • Venue shall be Decatur County, Indiana courts unless otherwise agreed.
  • Prevailing party in legal action shall recover reasonable attorney fees, expert fees, and court costs.

 

18. Entire Agreement

These Terms, together with accepted proposals or purchase orders, constitute the entire agreement between IMH and Purchaser. No oral understandings are binding unless confirmed in writing.