Current 2026 Terms & Conditions

Industrial Material Handling, LLC, DBA IMH Systems

This version applies to new quotations unless a quotation specifies another version. Earlier quotations remain subject to their applicable terms. These Terms do not amend existing agreements unless both parties expressly agree in writing. Contact IMH for a prior version.

These Terms apply unless the parties expressly agree to project-specific modifications in writing. Agreed quotation terms, scope documents, and authorized changes control to the extent they expressly modify these Terms.

1. Introduction and Applicability

These Terms & Conditions (“Terms”) govern quotations, proposals, accepted orders, equipment sales, fabrication, installation, rigging, machine moving, maintenance, emergency repair, spare parts, conveyor systems, crane and runway work, hoists, structural steel supports, system upgrades, and related products and services (“Products” and “Services”) supplied by Industrial Material Handling, LLC, DBA IMH Systems (“IMH”). The customer is referred to as “Purchaser.” Acceptance of an IMH quotation, authorization to proceed, or acceptance of Products or Services constitutes agreement to the applicable contract terms. Acceptance of contract terms is separate from acceptance of completed work under Section 13.

These Terms apply together with IMH’s accepted quotation and mutually confirmed scope documents. Express project-specific terms agreed by both parties take precedence over these Terms to the extent of a conflict. Additional or conflicting purchasing terms apply only when expressly accepted by IMH’s authorized representative in writing. Purchaser is encouraged to identify purchasing, insurance, warranty, or acceptance requirements before award so the parties can resolve them and record agreed exceptions.

2. Acceptance and Scope of Work

A quotation is not an offer, and an order becomes binding when IMH accepts it in writing or begins the authorized performance. The accepted quotation and mutually confirmed scope documents establish the Products, Services, quantities, inclusions, exclusions, and operating requirements purchased. The proposal will identify included engineering, controls, guarding, installation, testing, and documentation, together with work to be provided by Purchaser or others. Items outside the agreed scope require authorization under Section 12.

Each party will promptly identify material errors, omissions, discrepancies, or conflicts in the proposal, drawings, specifications, or site information. IMH will provide clarification for Purchaser’s approval before releasing affected work or procurement. IMH may make immaterial substitutions or field adjustments that do not adversely affect agreed function, performance, safety, footprint, or interfaces. Material changes affecting those items, price, or schedule require Purchaser’s approval before affected work proceeds, except immediate measures reasonably necessary to prevent injury or property damage.

Electronic Communications and Authorizations

Written or electronic approvals, including email and text messages, may authorize scope, quantity, price, schedule, and field changes when they identify the transaction and show express agreement by authorized representatives. Each party will identify its representatives and any limits on their authority. A project-specific agreement requiring a particular approval form or purchase order controls.

IMH may reasonably rely on express written or electronic authorizations when procuring materials, scheduling, fabricating, shipping, or performing work. A written conversation summary is a request to confirm the stated direction; it is not, by itself, agreement to a disputed change. Silence alone does not authorize a change. Either party will promptly correct inaccurate or unauthorized communications, and no individual without authority may bind the other party.

3. Quotes, Pricing, Taxes, and Escalation

Quotes are valid for thirty (30) days unless another period is stated. Pricing is based on the scope, operating conditions, straight-time labor, release dates, and other assumptions identified in the quotation.

Quote Review, Quantities, and Clarifications

Both parties will review the quotation and promptly raise questions about quantities, descriptions, assumptions, inclusions, exclusions, drawings, schedules, or commercial terms. If a material quantity or description is omitted or ambiguous, IMH will clarify it in writing for Purchaser’s approval before releasing the affected work or procurement.

The accepted quotation and mutually confirmed scope documents determine the quantity and scope purchased. Internal notes, takeoffs, supplier quotations, or other records may support a shared clarification but will not independently expand or reduce the agreed scope. IMH will explain unclear terminology when requested. Changes require express written or electronic approval under Section 12.

Prices exclude taxes, freight, shipping, duties, permits, bonds, storage, premium time, special inspections, stamped calculations, utility costs, and governmental fees unless expressly included. Purchaser shall pay applicable taxes and provide valid exemption certificates before invoicing.

The accepted order price is firm except for approved scope changes, escalation expressly identified in the quotation, and documented additional costs caused by Purchaser’s delays or changes. A quoted escalation mechanism will identify the affected cost, calculation method, and applicable period. IMH will give prompt written notice and supporting information before making affected additional commitments. Adjustments will not include costs caused by IMH’s unexcused delay. Unresolved adjustments will be addressed by agreement before affected work proceeds; any cancellation settlement is governed by Section 22.

Additional charges referenced elsewhere in these Terms remain subject to this pricing rule and the authorization requirements in Section 12. IMH will reasonably mitigate delay and changed-work costs and avoid duplicate charges. A later invoice does not independently change the agreed price, scope, or payment terms.

4. Payment Terms, Deposits, Retainage, and Suspension

Payment terms are those stated in the accepted quotation or otherwise agreed in writing. If no specific terms are stated, invoices are due net thirty (30) days from the invoice date. Deposits, progress payments, stored-material payments, or pre-shipment payments for custom, special-order, high-value, or long-lead Products will be identified in the quotation. Any retainage or final acceptance balance must also be expressly agreed.

Purchaser must pay undisputed amounts when due. A good-faith disputed amount may be withheld only to the reasonable extent attributable to the identified issue, with prompt written details and cooperation in resolving it. Unrelated setoffs or deductions are not permitted. Correction costs are governed by Section 12. Overdue, undisputed amounts may accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is less. Collection and dispute expenses are governed by Section 23.

For failure to pay an overdue, undisputed amount or another material breach, IMH may give written notice identifying the failure and a reasonable opportunity to cure before suspending work, withholding shipment, demobilizing, or requiring reasonable assurance of payment. IMH may recover documented resulting costs and schedule relief under Sections 3 and 12. Properly withholding a disputed amount under this section is not a payment default. Immediate suspension remains available for unsafe conditions or when reasonably necessary to prevent injury or property damage.

5. Delivery, Freight, Risk of Loss, and Storage

Delivery dates are estimates only and are based on supplier schedules, shop capacity, transportation availability, approvals, and site readiness. IMH is not liable for delay damages arising from delivery delays outside IMH’s reasonable control.

Unless the quotation states otherwise, Products are sold FOB the stated shipping point and risk of loss passes upon tender to the carrier, or on delivery to the jobsite if that delivery basis is expressly agreed. Purchaser will inspect shipments promptly and report shortages, visible damage, or errors within five (5) days after receipt, where reasonably discoverable. This shipping-inspection period does not waive warranty rights or claims for latent defects and is separate from system acceptance under Section 13.

If Purchaser delays an agreed delivery, unloading, shipment, installation, or acceptance activity, IMH may invoice the applicable agreed milestone when its requirements are met. Documented additional storage, handling, redelivery, insurance, remobilization, or idle-crew costs caused by that delay are subject to Sections 3 and 12. Delivery or invoicing alone does not establish system-performance acceptance.

6. Schedule, Delays, Force Majeure, and Acceleration

Schedules and completion dates are estimates unless expressly agreed as fixed. They depend on timely approvals, releases, accurate site information, access, permits, utilities, predecessor work, and safe conditions. IMH will promptly advise Purchaser of a material scheduling impact and reasonably cooperate to minimize it.

IMH is entitled to a reasonable extension of time for delays caused by Purchaser, other trades, late approvals, changed site conditions, unavailable access or utilities, governmental action, weather, strikes, shortages, transportation interruption, or other events beyond IMH’s reasonable control. Additional compensation is limited to approved changes, quoted escalation mechanisms, and documented costs caused by Purchaser’s delays or changes, subject to Sections 3 and 12. A supplier delay or force majeure event does not, by itself, authorize an unquoted price increase.

IMH is not responsible for delay damages caused by events outside its reasonable control, subject to Section 19. Requested acceleration or premium time requires agreed pricing before affected work proceeds, except an expressly authorized emergency response. Purchaser will not be charged acceleration costs caused by IMH’s own unexcused failure to perform.

7. Installation and Site Responsibilities

Purchaser shall provide, at no cost to IMH, a safe, clean, accessible, and ready work area; accurate field dimensions; clear access routes; adequate staging and storage space; available utilities; lighting; restrooms; parking; crane or lift access if not included in IMH’s quote; completed foundations, embeds, supports, building steel, electrical feeds, controls interfaces, upstream and downstream equipment, and predecessor work; and a single authorized site contact for scheduling and field decisions.

Purchaser is responsible for disclosing known site interferences, hidden conditions, building limitations, conflicting work by others, owner-furnished equipment issues, and abnormal environmental conditions, including heat, moisture, steam, chemicals, dust, and corrosive or abrasive materials. IMH remains responsible for site verification and engineering expressly included in its scope. If an issue is discovered, the parties will address its effect under Sections 11 and 12.

Documented standby, remobilization, premium time, equipment rental, supervision, travel, storage, or other costs caused by Purchaser’s lack of readiness or changes are subject to Sections 3 and 12. Applicable rates and material cost impacts will be disclosed before additional commitments when reasonably practicable. Purchaser is not responsible for costs caused by IMH’s unexcused delay or defective work.

8. Safety, OSHA Compliance, and Site Control

IMH is responsible for the safety of its own employees and subcontractors in connection with IMH’s means and methods for the work IMH performs. Purchaser remains responsible for overall site safety, site control, site-specific hazards, plant rules, coordination of trades, safe access, guarding or barricading of areas not within IMH’s exclusive control, emergency procedures, and compliance by Purchaser’s employees, contractors, and invitees.

Purchaser is responsible for lockout/tagout coordination, isolation and verification of hazardous energy sources, confined space designation and permitting, fall protection anchor approval, hot work permitting, hazardous materials, combustible dust, asbestos, lead, chemicals, process hazards, and any owner-specific safety requirements unless expressly included in IMH’s scope.

IMH is responsible for compliance with applicable requirements for its expressly agreed design, fabrication, and installation scope. Standard equipment guarding and included safety devices will be identified in the proposal. Purchaser remains responsible for plant-wide safety coordination, equipment use, and site-specific features outside IMH’s scope. Additional guards, controls, barriers, interlocks, inspections, or other site-specific measures require agreed scope and pricing under Section 12; this does not excuse IMH from correcting a failure to meet the requirements applicable to its agreed work.

IMH may stop affected work if unsafe conditions exist or required safety information, isolation, permits, access, or coordination is unavailable. IMH will notify Purchaser promptly, reasonably mitigate the impact, and receive appropriate schedule relief. Additional costs caused by Purchaser’s responsibilities are governed by Sections 3 and 12.

9. Permits, Codes, and Inspections

Purchaser shall obtain and pay for all permits, licenses, approvals, inspections, and governmental fees unless IMH’s quote expressly states otherwise. IMH is not responsible for delays, rework, fines, or additional costs caused by Purchaser’s failure to obtain permits, provide required information, or satisfy authority requirements outside IMH’s express scope.

Changes in laws, codes, standards, authority requirements, or site rules after order acceptance that affect the agreed work will be addressed through a documented change under Sections 3 and 12. Requirements already applicable to IMH’s agreed scope at acceptance are not extra work merely because they were not separately listed.

10. Hazardous Materials and Differing Site Conditions

Purchaser shall identify, disclose, remove, contain, or remediate hazardous materials and hazardous site conditions before IMH begins affected work. IMH is not responsible for asbestos, lead, silica, hazardous dust, chemicals, combustible dust, contaminated soils, environmental releases, unknown utilities, process residues, or other hazardous conditions unless expressly included in IMH’s scope.

If concealed, differing, or hazardous conditions are encountered, IMH may stop affected work, promptly notify Purchaser, and receive appropriate schedule relief. Investigation, protection, standby, remobilization, and changed-work costs will be documented and addressed under Sections 3 and 12. IMH will reasonably mitigate the impact and will not charge Purchaser for conditions caused by IMH’s own failure to perform its agreed responsibilities.

11. Design, Engineering, Drawings, and Specifications

All drawings, sketches, layouts, submittals, specifications, calculations, proposals, and other technical information prepared by IMH remain IMH’s property and are provided in confidence for the specific project only. They may not be copied, published, disclosed, reused, or used for construction by others without IMH’s written consent.

IMH remains responsible for its design, fabrication, and installation within the agreed scope and for providing a system that performs the expressly agreed function under the stated operating conditions. Drawing approval does not transfer that responsibility to Purchaser. Unless included in the accepted proposal, IMH is not the engineer of record or responsible for the adequacy of existing buildings, foundations, structures, utilities, or owner-furnished engineering and design criteria.

Purchaser will provide accurate information about existing conditions, loads, clearances, interfaces, product characteristics, and operating requirements within its knowledge or control. IMH will identify material questions or conflicts it discovers. Drawing approval confirms Purchaser’s review of the arrangement and customer-furnished information; it does not waive correction of IMH design or workmanship defects.

Concept, Preliminary, and Quick-Turn Drawings

Concept, preliminary, budgetary, proof-of-concept, and proposal drawings communicate the general arrangement and intended function. They are not fabrication, construction, or record drawings unless expressly identified as such. Approval drawings and the approval procedure will be identified in the proposal where required.

If an accelerated schedule requires work before final drawing approval, the parties will expressly confirm the available basis of design, unresolved details, and authorized release in writing. A failure to request or return approval drawings does not, by itself, authorize material changes. IMH may make immaterial practical adjustments as described in Section 2; material changes to agreed function, safety, footprint, interfaces, price, or schedule require Purchaser’s approval.

Purchaser will identify mandatory dimensions, clearances, interfaces, access requirements, and other restrictions before the affected design or procurement is released. Newly introduced requirements and changes to approved information will be addressed under Sections 3 and 12. IMH remains responsible for meeting the requirements already included in the agreed scope.

Field Conditions, Customer Information, and Field Modifications

Purchaser will promptly disclose known site conditions, existing equipment limitations, operating requirements, product characteristics, utilities, obstructions, and other information that may affect the work. IMH remains responsible for field verification included in its scope and will promptly raise material inconsistencies it discovers.

The parties will resolve material differences between available information and actual conditions before affected work proceeds. IMH may use reasonable trade judgment for immaterial field adjustments, but material changes require approval under Sections 2 and 12. Necessary immediate measures to prevent injury or property damage will be communicated and documented as soon as reasonably practicable.

Each party will promptly notify the other of a discoverable concern. Rework and delay costs will be allocated according to responsibility for the issue, with documented adjustments under Sections 3 and 12. Purchaser is not responsible for correcting defects in IMH’s agreed design or workmanship.

Customer-Directed Solutions and Work Contrary to IMH Recommendations

If IMH advises against a proposed layout, component, method, operating concept, prototype, or other solution, but Purchaser directs IMH to proceed, IMH may perform the customer-directed work only to the extent IMH reasonably determines that it can be performed using customary structural, mechanical, and safety practices. IMH may refuse any direction that IMH reasonably believes is unsafe, unlawful, structurally inadequate, mechanically unsound, outside IMH’s capabilities, or likely to create an unreasonable risk of injury or property damage.

If Purchaser directs a solution contrary to IMH’s written recommendation, IMH will identify the material performance or maintenance risks and the agreed direction before proceeding. Purchaser accepts the specifically disclosed consequences of that direction. This does not excuse IMH’s defective workmanship, failure to follow the agreed direction, or failure to use customary structural, mechanical, and safety practices. Resulting additional work requires authorization under Section 12.

Custom Components, Experimental Work, and Prototypes

Work expressly identified and agreed as experimental, proof-of-concept, or prototype work may require testing, adjustment, or multiple iterations. The proposal will identify the intended function, development scope, and any measurable acceptance criteria. Estimates are not guarantees of exact output or cycle time unless expressly agreed. Custom fabrication alone does not make a completed production system experimental or remove its agreed functional requirements.

For a prototype concept recommended and selected by IMH, IMH will stand behind its design within the agreed scope and use commercially reasonable efforts to test, adjust, and correct it to perform the expressly agreed intended function. Purchaser will provide the agreed access, utilities, product, loads, and testing conditions. Changes caused by undisclosed conditions, customer modifications, or new requirements will be addressed under Sections 3 and 12. IMH remains responsible for covered workmanship defects.

12. Changes, Extra Work, and Backcharges

Changes to scope, quantities, schedule, sequencing, premium time, site requirements, or other agreed commitments require express written or electronic authorization by the parties’ authorized representatives. The change will identify the affected work and its price and schedule impact, or an agreed time-and-material basis with disclosed rates. Project-specific approval requirements control. IMH may take immediate reasonable measures necessary to prevent injury or property damage, with prompt notice and documentation.

Approved extra work and documented costs caused by Purchaser’s delays or changes may include reasonable labor, materials, supervision, equipment, travel, overhead, and profit at agreed rates or as stated in the accepted quotation. Pricing remains subject to Section 3. Cancellation settlements are governed by Section 22, and the same cost may not be charged twice.

Purchaser will give prompt written details of a claimed deficiency and a reasonable opportunity for IMH to inspect and correct a covered issue. If IMH fails to correct it within the agreed correction period or, absent agreement, a reasonable period after notice and access, Purchaser may arrange reasonable correction and seek documented costs attributable to IMH’s failure. Purchaser will provide supporting records and reasonably mitigate costs; unrelated improvements or premium work are not chargeable without agreement. Emergency correction necessary to prevent imminent injury or property damage must be reasonable and documented. Good-faith disputed amounts are handled under Section 4.

13. Examination, Testing, Commissioning, and Acceptance

For installed systems, acceptance follows completion of the agreed acceptance tests and confirmation that no material deficiency prevents the agreed use. IMH will give written notice of readiness and make the agreed tests available. Purchaser has fifteen (15) business days after that notice and availability to accept or provide written details of material deficiencies. If Purchaser provides neither acceptance nor written notice of material deficiencies within that period, acceptance may be deemed only if the agreed tests have demonstrated the required function. Substantial completion or payment alone does not establish system-performance acceptance.

Where formal system tests are not part of a parts, equipment-supply, maintenance, or repair order, Purchaser will inspect the delivered Products or completed Services and report reasonably discoverable material deficiencies within fifteen (15) business days of delivery or written completion notice. Absent timely notice, that work may be deemed accepted. Acceptance does not waive warranty rights or claims for latent defects.

Purchaser will provide the utilities, product, test loads, operators, owner-furnished equipment, interfaces, access, and safe conditions required for agreed testing unless included in IMH’s scope. If Purchaser delays testing, the parties will promptly agree a revised test schedule; met payment milestones and documented delay costs remain governed by Sections 3 and 4. A testing delay does not deem untested functionality proven. Minor punch-list items that do not prevent intended use do not delay payment of undisputed amounts.

Authorized beneficial production use may constitute acceptance of the portion used. Trial, testing, and commissioning use do not constitute beneficial production use or startup for warranty purposes. Equipment shall not be placed into production before IMH turnover or authorization. Purchaser is responsible for consequences of unauthorized use except to the extent caused by IMH’s defective work. Warranty rights remain in effect after acceptance.

14. Warranty

IMH warrants that IMH-manufactured Products and IMH-performed Services will be free from defects in material and workmanship under normal use and service. Unless the accepted quotation expressly states another period, IMH-manufactured equipment supplied without installation is covered for twelve (12) months from shipment. For IMH-manufactured equipment installed by IMH, coverage expires on the earlier of (a) twelve (12) months after the earlier of authorized startup and acceptance, and (b) eighteen (18) months after shipment. Authorized startup means beneficial production operation following turnover or authorization, excluding trial, testing, and commissioning use. IMH-performed installation, maintenance, repair, and other Services are covered for twelve (12) months from completion. Any operating-hour limitation must be expressly stated in the quotation with the applicable duty rating.

Purchaser will promptly report an alleged covered defect in writing within the warranty period and provide a reasonable opportunity for IMH to inspect and correct it. IMH may repair, replace, or correct the defective Product or Service. For covered defects in IMH’s installed work or IMH-performed Services, IMH bears reasonable straight-time correction labor, ordinary travel, and necessary removal and reinstallation within its scope. Purchaser provides safe access and coordinated shutdowns. Special access or lifting resources outside IMH’s scope will be agreed before correction proceeds. For equipment supplied without installation, Purchaser is responsible for return freight, access, removal, and reinstallation unless otherwise agreed. Premium time, purchaser-requested changes, downtime, and production losses remain excluded, subject to Section 19. These correction remedies are subject to Purchaser’s rights after failure to cure under Section 12.

The warranty excludes ordinary wear, routine adjustments, lubrication, scheduled maintenance, and normal replacement of consumables. A component’s classification as a wear item, including a belt, chain, bearing, roller, wheel, or seal, does not exclude a verified covered defect in that component or in IMH’s installation. Failures caused by misuse, overload, improper operation or maintenance, unauthorized modifications, abnormal conditions outside the agreed operating requirements, owner-furnished equipment, or work by others are excluded only to the extent caused by those conditions.

Customer-directed solutions and expressly agreed prototype work remain subject to Section 11. IMH remains responsible for covered workmanship defects and its expressly agreed functional or development commitments. This warranty does not create performance guarantees beyond the accepted quotation and mutually confirmed scope.

Third-party and OEM equipment and components retain their applicable manufacturer warranties. IMH will pass through assignable coverage and reasonably assist Purchaser in administering a claim. IMH does not create an independent warranty for an OEM product’s manufacture. This does not exclude defects in IMH’s own design, fabrication, installation, or integration within its agreed scope, or defects in materials used to manufacture an IMH Product.

Except for the express commitments in the accepted agreement and these Terms, IMH disclaims other warranties, including implied warranties of merchantability and fitness for a particular purpose, to the extent permitted by law. Nothing in this section limits rights or obligations that cannot lawfully be limited.

15. Spare Parts and Returns

Spare parts are subject to availability. A discontinued or unavailable part may be replaced with a suitable alternative, with Purchaser’s approval where the substitution materially affects agreed fit, function, interfaces, or price. Special-order, custom, fabricated, modified, electrical, controls, safety, and non-stock parts are ordinarily non-returnable for convenience. This does not eliminate remedies for covered defects or alter cancellation settlements under Section 22.

Standard returns may be accepted only with IMH’s prior written approval and may be subject to inspection, freight charges, and a restocking fee of up to twenty-five percent (25%) or the supplier’s restocking charge, whichever is greater.

16. Title, Security Interest, Liens, and Collection Rights

Title to Products transfers only upon IMH’s receipt of full payment in collected funds. Until full payment is received, IMH retains title, ownership, and all available security, lien, reclamation, and collection rights to the fullest extent permitted by law. Purchaser authorizes IMH to file any financing statement or similar notice necessary to protect IMH’s interest.

IMH may protect available security, lien, reclamation, and collection rights as permitted by law. Suspension, withholding shipment, and other payment-default remedies remain subject to the notice, cure, and good-faith dispute provisions of Section 4. Any lien waiver or release is effective only to the extent IMH has received the payment identified in it. Collection expenses are governed by Section 23.

17. Insurance

IMH will maintain commercially reasonable workers’ compensation, employer’s liability, commercial general liability, automobile liability, and other insurance required by law or stated in IMH’s accepted proposal. Upon request, IMH will provide certificates of insurance.

Purchaser shall maintain property, builder’s risk, installation floater, casualty, and other insurance sufficient to protect delivered Products, stored materials, the site, Purchaser’s property, and the interests of both parties from fire, theft, casualty, vandalism, weather, and other loss after risk of loss transfers to Purchaser.

Additional insured status, waiver of subrogation, primary and noncontributory coverage, special endorsements, project limits, OCIP/CCIP participation, and bonds must be identified before award and expressly agreed. IMH will advise of any additional cost for agreed requirements before the order or change is accepted. Insurance does not expand a party’s contractual responsibilities beyond the coverage or obligations expressly agreed.

18. Indemnification

To the fullest extent permitted by law, each party shall indemnify, defend, and hold harmless the other party and its owners, officers, employees, agents, and subcontractors from third-party claims and reasonable resulting losses and defense expenses to the extent caused by the indemnifying party’s negligence, willful misconduct, breach of contract, violation of law, or failure to perform its agreed responsibilities.

Purchaser’s responsibilities may include disclosed site conditions, hazardous materials, purchaser-furnished information or equipment, work by Purchaser or its contractors, and operation, maintenance, modification, or hazardous-energy coordination within Purchaser’s control. Every purchaser indemnity obligation is limited to the extent caused by Purchaser’s fault, breach, or failure to perform those responsibilities and excludes the portion caused by IMH’s negligence or willful misconduct. A claim’s occurrence at Purchaser’s site, or involvement of its employee, does not alone establish Purchaser’s indemnity obligation.

The party seeking indemnity will give prompt notice and reasonable cooperation. The indemnifying party may control the covered defense with reasonably acceptable counsel, subject to the other party’s right to participate at its own expense. Neither party may settle a claim in a way that admits fault or imposes a nonmonetary obligation on the other without its consent, which will not be unreasonably withheld. No loss or expense may be recovered twice. This section concerns third-party claims; disputes between the parties are governed by Section 23. Nothing requires indemnity for another party’s fault beyond what is expressly allocated here or permitted by law.

19. Limitation of Liability and Exclusion of Damages

To the fullest extent permitted by law, IMH’s total aggregate liability arising from an order, whether in contract, warranty, tort, indemnity, or otherwise, shall not exceed the agreed contract price of the affected order, including accepted changes, rather than only amounts paid to date. This monetary cap does not apply to IMH’s fraud or willful misconduct, or bodily injury or physical damage to tangible property directly caused by IMH’s negligence. The allocation of third-party claims remains subject to Section 18.

IMH shall not be liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages; loss of profits, production, use, business, or contracts; line shutdown or downtime; business interruption; or liquidated damages imposed on Purchaser by others. This exclusion does not characterize physical damage to tangible property directly caused by IMH’s negligence as a production loss or eliminate liability for that direct physical damage. The damage exclusions do not eliminate express correction remedies under Sections 12 and 14. Monetary liability under those remedies remains subject to the cap and its express exceptions above.

These limitations apply regardless of the legal theory asserted, to the extent permitted by law. They do not limit liability or remedies that cannot lawfully be limited.

20. Patent and Intellectual Property Claims

For Products designed and manufactured solely by IMH, IMH will defend Purchaser against a third-party U.S. patent infringement claim alleging that Purchaser’s use of those Products as supplied by IMH infringes a U.S. patent, provided Purchaser promptly notifies IMH, gives IMH control of the defense and settlement, and cooperates reasonably.

IMH has no obligation for claims arising from Purchaser’s specifications, combination with other equipment, modification, use outside intended purpose, third-party products, or designs supplied by others. IMH may modify, replace, procure continued use, or refund the affected Product as IMH’s sole obligation for covered infringement claims.

21. Confidentiality

Each party shall protect the other party’s confidential and proprietary information using reasonable care and shall not disclose it to third parties except as needed to perform the contract, comply with law, or enforce rights. IMH’s pricing, proposals, drawings, layouts, methods, and technical information are confidential and proprietary to IMH.

22. Termination and Cancellation

Purchaser may give written notice cancelling all or part of an order. IMH will promptly stop avoidable affected work and reasonably mitigate further costs. The cancellation settlement will cover completed work, nonrecoverable materials and commitments, reasonable supplier cancellation charges, and reasonable overhead and profit for work performed or nonrecoverable commitments at rates agreed in the quotation or otherwise agreed by the parties. It will credit amounts already paid, avoided costs, returned or reusable materials, and resale or other recoveries, without double recovery. IMH will provide reasonable supporting details. Custom or nonreturnable Products do not become automatically payable in full solely because procurement or fabrication has begun; completed or genuinely nonrecoverable work remains payable through the settlement.

Either party may terminate for the other’s material breach after written notice and a reasonable opportunity to cure. Proper withholding of a good-faith disputed amount under Section 4 is not a payment default. IMH may suspend affected work immediately for unsafe conditions and may seek reasonable assurance of payment where warranted. Work performed and unavoidable commitments through termination will be accounted for consistently with the agreement, without relieving either party of responsibility for its own breach.

23. Dispute Resolution, Governing Law, and Venue

These Terms and any contract between IMH and Purchaser are governed by the laws of the State of Indiana, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt in good faith to resolve disputes through business-level discussions. If litigation is necessary, exclusive venue is the state courts in Decatur County, Indiana, or the United States District Court for the Southern District of Indiana if federal jurisdiction applies, unless the parties expressly agree otherwise.

Purchaser will reimburse IMH for reasonable costs of collecting overdue, undisputed amounts after written notice and a reasonable opportunity to cure. In other proceedings arising from the agreement, the substantially prevailing party may recover reasonable attorneys’ fees and costs awarded by the court. Neither party is entitled to fees merely because a claim or defense was asserted against it. No fee or expense may be recovered twice. Third-party defense expenses under Section 18 are separate from this rule for disputes between the parties.

24. Authority, Severability, No Waiver, and Entire Agreement

Each party represents that it has authority to enter into the transaction and that the person signing or authorizing the order has authority to bind that party.

If a provision is held invalid or unenforceable, the remainder remains in effect to the extent permitted by law. Either party’s failure to enforce a provision on one occasion does not waive future enforcement.

The accepted quotation, mutually confirmed scope documents, expressly accepted order terms, these Terms, and authorized changes constitute the agreement and supersede prior understandings about the same subject. Express project-specific modifications agreed by both parties control over conflicting standard terms. Amendments and approvals require signed or express electronic agreement by authorized representatives under Section 2. An invoice or unilateral communication does not independently amend the agreement.