Terms & Conditions

Industrial Material Handling, LLC, DBA IMH Systems

These Terms apply unless a written agreement signed by an authorized IMH representative expressly states otherwise. Project-specific quotations, proposals, and signed change orders control only to the extent they expressly modify these Terms.

1. Introduction and Applicability

These Terms & Conditions (“Terms”) govern all quotations, proposals, purchase orders accepted by Industrial Material Handling, LLC (DBA: IMH Systems) (“IMH”), invoices, 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 (collectively, “Products” and “Services”). Acceptance of any IMH quotation, issuance of a purchase order, authorization to proceed, acceptance of delivery, use of Products, or payment of an invoice constitutes acceptance of these Terms.

IMH is not bound by any additional, inconsistent, or conflicting terms in Purchaser’s purchase order, portal, vendor manual, bid package, specifications, or other documents unless IMH expressly accepts those terms in a written agreement signed by an authorized IMH representative. These Terms control over and supersede all conflicting Purchaser terms, including any Purchaser provision stating that Purchaser’s terms prevail, control, supersede, override, or take priority over IMH’s terms. Any such Purchaser priority-of-terms provision is rejected and has no effect unless IMH specifically agrees to that exact provision in a signed writing by an authorized IMH representative.

2. Acceptance and Scope of Work

A quotation is not an offer and no contract arises until IMH accepts Purchaser’s order in writing or begins performance. IMH’s scope is limited to the Products and Services expressly listed in IMH’s quotation, proposal, or accepted change order. No equipment, labor, engineering, safety device, permit, inspection, documentation, testing, overtime, demolition, electrical work, controls work, guarding, civil work, structural reinforcement, utility work, painting, concrete, fire protection, or other item is included unless specifically stated in writing.

Any obvious error, omission, discrepancy, or conflict in the proposal, drawings, specifications, site information, or Purchaser’s requirements must be resolved in writing before IMH is obligated to proceed with the affected work. IMH may make reasonable substitutions or changes in components or arrangements due to design improvement, material availability, code-compliant alternatives, fabrication convenience, or installation practicality, provided the change does not materially reduce the intended function of the Products or Services.

Electronic Communications and Authorizations

Purchaser agrees that emails, text messages, electronic messages, meeting confirmations, written summaries of conversations, and other electronic communications exchanged between IMH and Purchaser may constitute binding notices, approvals, directions, authorizations, confirmations, changes, and agreements when the communication reasonably identifies the project or transaction and shows clear agreement or authorization by a person who has actual, apparent, or represented authority to act for the sending party. A typed name, email signature, affirmative response, instruction to proceed, confirmation of scope, quantity, price, schedule, field direction, or other electronic manifestation of assent will have the same force and effect as a signed writing to the fullest extent permitted by law.

IMH may rely on such communications in purchasing materials, scheduling labor, preparing drawings, fabricating, shipping, mobilizing, installing, performing extra work, or otherwise carrying out the project. Purchaser shall honor and perform its obligations reflected in those communications, including obligations concerning scope, quantities, pricing, schedule, access, approvals, changes, payment, and customer-furnished information. Purchaser may not avoid an otherwise valid authorization solely because it was communicated by email, text message, meeting confirmation, or written confirmation of a telephone or in-person conversation rather than through a separately signed change order or formal purchase order.

If Purchaser believes that an electronic communication or written conversation summary is inaccurate, incomplete, unauthorized, or does not reflect the parties’ agreement, Purchaser must object in writing promptly and before IMH materially relies on it. Silence alone does not create an agreement, but failure to object after receipt of a clear written confirmation may be considered together with the parties’ conduct and other project records in determining the agreed scope, quantities, authorization, or direction. This provision does not permit an individual without actual or apparent authority to bind either party, and it does not override a project-specific agreement that expressly requires a particular form of signed authorization.

3. Quotes, Pricing, Taxes, and Escalation

Quotes are valid for thirty (30) days unless a different period is stated in the quote. Prices are based on straight-time labor, current material costs, current freight rates, supplier pricing, tariffs, duties, and the assumptions stated in the quote.

Quote Review, Quantities, and Clarifications

Purchaser is responsible for reviewing each quotation and proposal in its entirety immediately upon receipt, including the stated scope, quantities, descriptions, assumptions, exclusions, drawings, schedules, and commercial terms. If a quantity is unclear, omitted, inconsistent, or not expressly stated, Purchaser must notify IMH promptly and allow IMH a reasonable opportunity to review and clarify the quotation before Purchaser issues or accepts a purchase order, authorizes work, or otherwise places an order.

IMH makes reasonable efforts to provide complete, accurate, and professional quotations and proposals. However, quotations may be prepared from preliminary information, verbal discussions, meetings, customer requests, vendor information, or accelerated project schedules, and an item, quantity, assumption, or detail may occasionally require clarification. Purchaser must raise any uncertainty, question, discrepancy, or expected item before placing an order. Acceptance of a quotation, issuance of a purchase order, authorization to proceed, or payment of a deposit confirms that Purchaser has reviewed the quotation and accepts the stated scope and the quantities reasonably reflected by the quotation and the parties’ communications.

When a quotation does not expressly list a quantity, or when the stated quantity is reasonably subject to interpretation, IMH may rely on contemporaneous internal records and communications with Purchaser, the requester, vendors, suppliers, engineers, or other project participants to establish the quantity and scope reasonably contemplated when the quotation was prepared. Such records may include emails, meeting notes, text messages, vendor quotations, takeoffs, drawings, call summaries, and documented verbal instructions. Purchaser may not unilaterally increase, decrease, reinterpret, or substitute quantities after acceptance when doing so is inconsistent with the scope reasonably contemplated by those records. Any requested change is subject to IMH’s written approval and may result in an adjustment to price, schedule, or both.

IMH may use customary internal trade names, abbreviations, component descriptions, assembly names, and industry terminology in its quotations, proposals, drawings, and communications. These descriptions may identify a functional assembly or category rather than every individual subcomponent. If any term, abbreviation, component description, assembly, inclusion, or exclusion is not clear, Purchaser must request clarification before placing an order. Purchaser’s failure to request clarification does not expand IMH’s scope beyond the Products and Services reasonably identified in the quotation and related project communications.

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

IMH may adjust pricing for increases in material, freight, tariffs, supplier costs, fuel, labor rates, or regulatory requirements occurring after the quote date and before IMH’s purchase, shipment, or performance. If Purchaser delays release, approval, delivery, shipment, installation, or acceptance, IMH may invoice for escalation, storage, remobilization, idle time, and other resulting costs.

4. Payment Terms, Deposits, Retainage, and Suspension

Payment terms are as stated in IMH’s quote or invoice. If no specific payment terms are stated, invoices are due net thirty (30) days from invoice date. IMH may require deposits, progress payments, payment for stored materials, or payment before shipment for custom, special-order, high-value, or long-lead Products.

No retainage, setoff, deduction, backcharge, or withholding is permitted unless expressly agreed in writing by IMH. Purchaser may not withhold payment for undisputed amounts. Late amounts may accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is less. Purchaser shall reimburse IMH for all reasonable collection costs, attorneys’ fees, expert fees, court costs, lien or bond claim costs, arbitration or mediation costs if applicable, and other legal expenses incurred by IMH in collecting amounts owed, enforcing these Terms, responding to Purchaser’s breach, preserving lien/security rights, or defending against claims arising from Purchaser’s nonpayment, breach, site conditions, customer-furnished information, or conflicting purchasing terms.

If Purchaser fails to pay when due, fails to provide required approvals, delays shipment or installation, or otherwise materially breaches the contract, IMH may suspend performance, withhold shipment, stop work, demobilize, require adequate assurance of payment, and recover schedule extensions and additional costs. Suspension or demobilization for nonpayment is not a breach by IMH.

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 otherwise stated in writing, Products are sold FOB IMH’s facility, supplier’s facility, or other stated shipping point, and risk of loss passes to Purchaser upon tender to carrier or delivery to the jobsite, whichever applies. Purchaser shall inspect shipments promptly and notify IMH in writing of shortages, visible damage, or errors within five (5) days after receipt.

If Purchaser delays delivery, unloading, shipment, installation, or acceptance, IMH may invoice for Products when ready, and Purchaser shall pay all storage, handling, re-delivery, insurance, escalation, remobilization, and idle crew costs.

6. Schedule, Delays, Force Majeure, and Acceleration

Schedules and completion dates are estimates unless expressly stated as fixed in a signed writing by IMH. Any schedule is conditioned on timely approvals, releases, accurate site information, available access, permits, utilities, predecessor work, safe conditions, and Purchaser’s compliance with its responsibilities.

IMH is entitled to an equitable extension of time and additional compensation for delays, impacts, acceleration, resequencing, overtime, standby, remobilization, additional trips, material escalation, or productivity losses caused by Purchaser, owner, general contractor, other trades, supplier delay, late approvals, changed site conditions, lack of access, shutdown changes, utilities, governmental action, weather, strikes, shortages, transportation delays, force majeure events, or causes beyond IMH’s reasonable control.

IMH is not responsible for liquidated damages, delay damages, consequential damages, or backcharges caused by events outside IMH’s reasonable control. If Purchaser requests acceleration or premium time, Purchaser shall pay the additional cost unless IMH caused the delay through its 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 identifying and correcting interferences, hidden conditions, inadequate building capacity, conflicting work by others, owner-furnished equipment issues, and abnormal environmental conditions, including heat, moisture, steam, chemicals, dust, corrosive or abrasive materials, and other conditions that may affect IMH’s work or equipment.

If IMH crews are delayed, held idle, resequenced, required to make additional trips, or prevented from working efficiently due to Purchaser, site conditions, other contractors, lack of readiness, or factors outside IMH’s control, IMH may bill standby, remobilization, premium time, equipment rental, supervision, travel, storage, and other resulting costs at IMH’s prevailing rates.

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 provides only those safety devices, guards, controls, barriers, interlocks, light curtains, mats, gates, signage, or inspections expressly specified in IMH’s proposal. Additional safety devices, guarding, inspections, permits, or modifications required by OSHA, an authority having jurisdiction, Purchaser’s policies, site conditions, or use of the equipment shall be treated as extra work unless expressly included.

IMH may stop work without penalty if unsafe conditions exist or if required safety information, permits, isolation, access, or coordination is not provided. IMH shall receive schedule relief and compensation for resulting delay, standby, demobilization, remobilization, and additional safety measures.

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.

If changes in laws, codes, standards, OSHA requirements, authority interpretations, or site rules after the quote date require additional work, materials, engineering, safety devices, testing, documentation, or time, the change shall be treated as extra work.

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 and is entitled to schedule relief and additional compensation for investigation, protection, standby, demobilization, remobilization, and changed work.

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.

Unless expressly stated in a signed proposal, IMH is not the engineer of record, architect, design professional, structural engineer, code consultant, process engineer, safety engineer, or controlling design authority. IMH is not responsible for building capacity, foundations, existing structures, owner-furnished criteria, process performance, product characteristics, load ratings supplied by others, deflection criteria supplied by others, utility adequacy, code compliance outside IMH’s express scope, or design decisions made by Purchaser, owner, engineer, OEM, or other contractors.

Purchaser is responsible for verifying field dimensions, existing conditions, load paths, clearances, interferences, building limitations, utility locations, and fitness of owner-furnished criteria. Approval of IMH drawings means Purchaser has reviewed and accepted layout, dimensions, interfaces, clearances, and details within Purchaser’s knowledge or control.

Concept, Preliminary, and Quick-Turn Drawings

Drawings identified as concept, preliminary, budgetary, proof-of-concept, proposal, or similar are intended to communicate the general arrangement, operating concept, and intended function. They are not approval, fabrication, construction, or record drawings unless IMH expressly identifies them as such in writing.

When Purchaser requests or accepts an accelerated schedule, authorizes IMH to proceed before approval drawings can reasonably be prepared or reviewed, does not request approval drawings in writing before release, or fails to return requested approval or comments within the time required by the project schedule, Purchaser authorizes IMH to proceed in good faith using the available concept, field information, and practical engineering judgment. In that circumstance, the concept drawing will serve as the basis of design, but IMH is not bound to its exact dimensions, component positions, routing, support locations, details, or arrangement.

IMH may make reasonable field, fabrication, component, dimensional, routing, and positioning changes necessary to accommodate verified site conditions, material availability, installation practicality, code requirements within IMH’s express scope, and delivery schedule, provided the completed work is reasonably intended to perform the stated task and does not materially reduce the expressly agreed function. Variations from a concept or preliminary drawing are not defects or unauthorized changes solely because they differ from that drawing.

Purchaser must identify any mandatory dimension, clearance, interface, location, orientation, access requirement, aesthetic preference, or other restriction in writing before IMH releases engineering, procurement, fabrication, or installation. IMH is entitled to additional time and compensation for revisions, rework, relocation, or delays resulting from requirements not timely disclosed, late comments, changed preferences, or Purchaser’s decision to proceed without a completed approval-drawing process. Nothing in this paragraph relieves IMH from its obligation to perform its expressly stated scope in a workmanlike manner.

Field Conditions, Customer Information, and Field Modifications

Purchaser is responsible for providing complete, accurate, and timely information concerning the site, existing equipment, operating requirements, product characteristics, dimensions, elevations, clearances, utilities, interfaces, obstructions, access limitations, production requirements, and other conditions that may affect IMH’s work. Purchaser shall promptly identify any condition, discrepancy, interference, operational concern, or other issue that is known to Purchaser, reasonably observable by Purchaser, or inconsistent with Purchaser’s intended use. IMH is not responsible for conditions, requirements, or potential issues that Purchaser fails to disclose or identify before the affected engineering, procurement, fabrication, mobilization, or installation work is performed.

If available information is incomplete, inaccurate, inconsistent, or different from actual field conditions, IMH may use reasonable trade judgment and make field modifications, substitutions, relocations, adjustments, or other practical changes necessary to continue the work and provide a reasonably functional solution. Such changes may include adjustments to dimensions, routing, support locations, component positions, connections, mechanisms, sequencing, or installation details. Reasonable field modifications made for these purposes are not defects, deviations, or unauthorized changes solely because they differ from a quote, concept, preliminary drawing, communication, or original assumption.

Purchaser shall promptly notify IMH when any part of the work appears inconsistent with Purchaser’s expectations or when Purchaser becomes aware of a possible problem. If Purchaser fails to raise a reasonably discoverable concern before IMH materially relies on the available information or completes the affected work, Purchaser is responsible for resulting redesign, rework, relocation, delay, remobilization, material, equipment, and labor costs, except to the extent directly caused by IMH’s failure to perform its express scope in a workmanlike manner.

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.

When IMH proceeds with a customer-directed solution contrary to an IMH recommendation, Purchaser accepts the disclosed or reasonably foreseeable risks associated with that direction. IMH does not warrant that the customer-directed solution will achieve the same performance, reliability, service life, efficiency, ease of operation, maintainability, or exact result that IMH’s recommended solution was intended to provide. Purchaser remains responsible for additional modifications, testing, redesign, or replacement required because of the customer-directed concept, except for defects in IMH’s workmanship or a failure by IMH to follow the agreed customer direction.

Custom Components, Experimental Work, and Prototypes

A custom component, first-of-kind mechanism, proof of concept, experimental arrangement, or prototype may require testing, adjustment, refinement, or multiple iterations. Unless IMH expressly guarantees a specific measurable result in a signed writing, prototype work is not a guarantee of perfect effectiveness, exact cycle time, uninterrupted operation, production output, or achievement of every desired characteristic on the first iteration. Differences between actual prototype performance and estimates, concepts, discussions, or anticipated operation are not defects when they are consistent with the inherent testing and development nature of prototype work.

If IMH recommends and selects the prototype concept as the appropriate solution, IMH will stand behind its design responsibility within the express scope and will use commercially reasonable efforts to test, adjust, and correct the prototype so that it performs the expressly agreed intended function, subject to Purchaser providing the required access, utilities, product, loads, operating information, testing conditions, and reasonable opportunities for adjustment. This commitment does not create a production guarantee or make IMH responsible for customer product variability, undisclosed operating conditions, third-party equipment, customer modifications, misuse, or requirements not included in the agreed scope.

12. Changes, Extra Work, and Backcharges

Changes, additions, deletions, cancellations, acceleration, resequencing, premium time, changed site conditions, additional safety requirements, interferences, rework caused by others, or work outside IMH’s written scope require a written change order or other written or electronic authorization acceptable to IMH. Authorization may be provided through email, text message, electronic message, meeting confirmation, written field direction, or written confirmation of a telephone or in-person conversation from Purchaser’s authorized representative. If immediate field direction is given, IMH may proceed on a time-and-material basis while formal documentation is completed.

Purchaser shall pay IMH for all reasonable costs, overhead, and profit arising from changes, delays, cancellations, or conditions outside IMH’s control. Cancellation charges may include engineering, detailing, purchasing, fabrication, restocking, supplier cancellation fees, labor, overhead, profit, and non-cancellable commitments.

No backcharge, setoff, deduction, or third-party correction cost is valid unless Purchaser gives IMH prompt written notice, describes the issue in reasonable detail, gives IMH a reasonable opportunity to inspect and correct the issue, and IMH authorizes the backcharge in writing. Emergency action necessary to prevent imminent injury or property damage must be reasonable and documented.

13. Examination, Testing, Commissioning, and Acceptance

Unless a different acceptance procedure is stated in IMH’s proposal, Products and Services are deemed accepted upon the earliest of: substantial completion of IMH’s work, first beneficial use, first production use, Purchaser’s failure to provide written notice of material deficiencies within ten (10) days after completion, or payment of the final invoice.

Purchaser shall provide utilities, product, test loads, operators, owner-furnished equipment, upstream and downstream readiness, controls interfaces, safety clearances, and access required for testing or commissioning unless expressly included in IMH’s scope. Minor punch-list items that do not materially prevent intended use do not delay acceptance or payment.

Equipment shall not be placed into production use before IMH turnover or authorization. If Purchaser uses equipment before turnover, Purchaser assumes responsibility for resulting repairs, adjustments, damage, safety issues, and production impacts not caused by IMH’s verified defective work.

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 for twelve (12) months from shipment, twelve (12) months from installation completion, or 2,100 operating hours, whichever occurs first, unless a different warranty period is stated in IMH’s proposal.

IMH’s exclusive warranty obligation is, at IMH’s option, to repair, replace, or correct the defective IMH Product or Service. Warranty work will be performed during normal straight-time working hours unless IMH agrees otherwise in writing. Purchaser is responsible for access, removal, reinstallation, freight, travel, lifting equipment, downtime, premium time, and production impacts unless prohibited by law or expressly included in IMH’s written warranty commitment.

The warranty excludes ordinary wear, consumables, belts, chains, bearings, rollers, wheels, seals, lubrication, adjustments, misuse, abuse, overload, improper maintenance, improper operation, corrosive or abrasive materials, abnormal environmental conditions, unauthorized repairs or modifications, work by others, owner-furnished equipment, controls or utilities by others, and failures caused by Purchaser, third parties, or conditions outside IMH’s control.

Customer-directed solutions and prototype work are also subject to the allocations and limitations stated in Section 11. IMH remains responsible for verified defects in its workmanship and for any express prototype commitment made by IMH in a signed writing, but does not warrant performance characteristics that Purchaser directed against IMH’s recommendation or that were not expressly included in IMH’s scope.

Third-party and OEM equipment, parts, controls, hoists, drives, motors, components, and materials are warranted only to the extent of the manufacturer’s warranty, which IMH will pass through to Purchaser to the extent assignable. IMH does not independently warrant third-party products.

Except as expressly stated in these Terms, IMH disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, course of dealing, and usage of trade.

15. Spare Parts and Returns

Spare parts are subject to availability and may be substituted with suitable alternatives if discontinued or unavailable, provided the alternative is reasonably suitable for the intended function. Special-order, custom, fabricated, modified, electrical, controls, safety, and non-stock parts are non-returnable.

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.

No Product shall be deemed a fixture or incorporated into real property in a manner that defeats IMH’s payment rights before full payment. Upon nonpayment, IMH may suspend work, withhold shipment, assert lien or bond rights, pursue collection, and exercise other remedies permitted by law. Any lien waiver or release is effective only to the extent IMH has actually received the payment identified in the waiver.

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, waiver of subrogation, primary and noncontributory, special endorsements, project-specific limits, OCIP/CCIP participation, bonds, or insurance requirements beyond IMH’s standard coverage apply only if expressly agreed in writing before pricing and may require additional compensation.

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, damages, losses, penalties, fines, and reasonable expenses, including attorneys’ fees, to the extent caused by the indemnifying party’s negligence, willful misconduct, breach of contract, violation of law, or failure to perform its responsibilities under these Terms.

Purchaser shall also indemnify, defend, and hold harmless IMH from claims, damages, losses, penalties, fines, and expenses arising out of or relating to site conditions; hazardous materials; Purchaser-furnished information, drawings, specifications, design criteria, or equipment; work by Purchaser or other contractors; Purchaser’s employees or invitees; misuse, operation, maintenance, or modification of Products after delivery or acceptance; lockout/tagout failures not caused by IMH; and claims by Purchaser’s employees except to the extent caused by IMH’s negligence or willful misconduct.

Nothing in these Terms requires a party to indemnify another party for that other party’s sole negligence or willful misconduct where such indemnity is prohibited by applicable law.

19. Limitation of Liability and Exclusion of Damages

To the fullest extent permitted by law, IMH’s total aggregate liability arising out of or relating to any quote, order, Product, Service, delay, defect, warranty, indemnity, tort, contract, or other claim shall not exceed the contract price actually paid to IMH for the specific Products or Services giving rise to the claim.

IMH shall not be liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages; loss of profits; loss of production; loss of use; line shutdown; downtime; business interruption; loss of product; loss of contracts; liquidated damages assessed against Purchaser by others; or damages to upstream, downstream, or surrounding equipment not directly caused by IMH’s negligent physical damage to such equipment.

The limitations in this section apply regardless of the legal theory asserted and even if a remedy is alleged to have failed of its essential purpose. They do not limit liability that cannot be limited under applicable law.

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 cancel only with IMH’s written consent and payment of all costs, commitments, work performed, materials purchased, supplier charges, cancellation fees, overhead, and reasonable profit incurred or committed through the effective cancellation date. Custom, fabricated, special-order, and non-returnable Products must be paid in full once released for procurement or fabrication.

IMH may terminate or suspend performance if Purchaser fails to pay, fails to provide required information or access, creates unsafe conditions, becomes insolvent, materially breaches the agreement, or fails to provide adequate assurance of performance.

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 shall be the state courts located in Decatur County, Indiana, or, if federal jurisdiction is required, the United States District Court for the Southern District of Indiana. Purchaser consents to that venue and waives any objection based on forum non conveniens, inconvenience, or similar grounds. In any dispute, collection action, lien or bond claim, or action to enforce these Terms or any IMH quote, order, invoice, Product, or Service, Purchaser shall pay IMH’s reasonable attorneys’ fees, expert fees, court costs, collection costs, and other legal expenses to the fullest extent permitted by law.

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 any provision is held invalid or unenforceable, the remainder of these Terms remains in effect and the invalid provision shall be enforced to the maximum extent permitted by law. IMH’s failure to enforce a provision is not a waiver of future enforcement.

These Terms, together with IMH’s accepted quotation, proposal, invoice, purchase order accepted by IMH, binding electronic communications and authorizations, and any signed or electronically authorized change orders, constitute the entire agreement between the parties and supersede prior or contemporaneous understandings concerning the same subject matter. An amendment, direction, approval, confirmation, or authorization is binding when made in a signed writing or through an electronic communication that satisfies the Electronic Communications and Authorizations provision of these Terms.