Terms and Conditions of Sale

PLEASE READ THESE TERMS AND CONDITIONS OF SALE ("SALES AGREEMENT") VERY CAREFULLY. THE CUSTOMER AGREES TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPTS ITS TERMS AND CONDITIONS (UNLESS THE CUSTOMER HAS SIGNED A SEPARATE PURCHASE AGREEMENT WITH INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION), IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN).

Important Information About This Legal Contract

This Sales Agreement is a legal contract between the Customer and INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION). The Customer accepts this Sales Agreement by making a purchase, placing an order, or committing to an order via electronic media such as e-mail, website. (References to "you" or "your" shall relate to the Customer.) The terms and conditions of this Sales Agreement are subject to change without prior notice, except that the terms and conditions posted on the Site at the time the Customer initially places or modifies an order will govern the order in question. This Sales Agreement constitutes the entire agreement between the Customer and INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) relating to the purchase or sale of goods or services on the Site. The Sales Agreement may only be modified or terminated with regard to goods or services that have been purchased on the Site in a writing signed by INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION). Electronic records (including signatures), that are otherwise valid, shall be accepted under the Sales Agreement. The Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) at the address provided below. In the event of any conflict between the terms and conditions stated on your purchase order and this Sales Agreement or any terms and conditions on our invoice, you agree that the provisions of this Sales Agreement and our invoice shall control.

Governing Law

This Agreement and any sales hereunder shall be governed by the laws of the State of New York, without regard to conflicts of laws rules. The customer specifically waives any objection to, and hereby consents to the exclusive jurisdiction of the federal or state courts located in Cortland County, New York, for purposes of any suit, action or proceeding arising out of this Sales Agreement.

Title: Risk of Loss

Title to goods herein being purchased is retained by INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) until goods are paid for by the customer and at that time title passes to the customer. Loss or damage that occurs during shipping by a carrier selected by INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION), or the customer, will be the customers’ responsibility. INNOVATIVE MANUFACTURING SOLUTIONS, LLC will ship FOB Shipping Point, unless otherwise agreed to in writing by both parties. Title to software will remain with the applicable licensor(s).

Tooling and Tooling Design

Any and all tooling designed and/or built by INNOVATIVE MANUFACTURING SOLUTIONS, LLC will remain the property of INNOVATIVE MANUFACTURING SOLUTIONS, LLC indefinitely, unless agreed to in writing by both parties. Tooling bought by the Customer will be clearly identified on the Quote and resultant Sales Order. INNOVATIVE MANUFACTURING SOLUTIONS, LLC will at its discretion inventory tooling for future use or purge tooling as deemed necessary. Customer owned tooling will be maintained on site, as mutually agreed to, for a period of up to 12 months. If tooling is held beyond a 12 month period, and is inactive, INNOVATIVE MANUFACTURING SOLUTIONS, LLC may impose a storage fee to the customer.

Export Sales

If goods herein being purchased are being purchased for purposes of export, the Customer may need to obtain from the federal government certain export documentation before shipping to a foreign country. In addition, manufacturers' warranties for exported goods may vary or even be null and void for goods exported outside the United States. The Customer should inquire further regarding any questions. Any and all liability is only for the products purchased.

General Legal Disclaimer

INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) hereby expressly disclaims all warranties either expressed or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose This disclaimer by INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) in no way affects the terms of the manufacturer’s warranty, if any. INNOVATIVE MANUFACTURING SOLUTIONS, LLC will not be responsible for any design flaws or inaccuracies with drawings, prints, files, etc. sent to INNOVATIVE MANUFACTURING SOLUTIONS, LLC for manufacture.

Pricing and Information Disclaimer

All pricing is subject to change. For all prices, products and offers, INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) reserves the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances. High volume, pre-production or production based bids are welcome. While INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) makes reasonable efforts to include accurate and up-to-date information on the Site, we make no warranties or representations as to the Site's accuracy. INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) assumes no liability or responsibility for any errors or omissions in the content on the Site.

Payment Policy

INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) will accept credit cards as the recommended form of payment. (INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) accepts Visa, MasterCard, Discover and AMEX). INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) will also accept certified checks, money orders and wire transfers. Credit card charges are not submitted until time of shipment. INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) does not apply any surcharge for VISA or MasterCard credit cards (fees MAY apply to Discover or AMEX). Contact Customer Care Center for more detailed information.

Standard Payment Terms

INNOVATIVE MANUFACTURING SOLUTIONS’ standard payment terms at NET 30, unless otherwise mutually agreed to in writing.

Limitation of Liability

INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) WILL NOT BE LIABLE FOR PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT.

Arbitration

Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) arising from or relating to this Sales Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Sales Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Sale Agreement), INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) advertising, or any related purchase shall be resolved through binding arbitration in Albany, New York, such arbitration to be conducted by the American Arbitration Association in accordance with their Commercial Dispute Resolution procedures. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration

Orders; Payment Terms; Interest; Taxes; Collection; Setoff

Orders are not binding upon INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) until accepted by INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION). Terms of payment are within INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. The Customer is responsible for all sales and all other taxes associated with the order. Customer agrees to pay any and all costs of collection whatsoever, including reasonable attorneys' fees and court costs. INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) may, at its option, set off any and all sums which Customer owes to INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) under this contract or otherwise against any and all sums which INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) owes to Customer under this contract or otherwise. In addition, to secure Customer's obligation to INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) under this contract, including, without limitation, damages for breach, INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) shall have, and Customer hereby grants to INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION), a security interest in any goods provided under this contract. Orders are not binding upon INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) until accepted by INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION). Terms of payment are within INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. The Customer is responsible for all sales and all other taxes associated with the order. Customer agrees to pay any and all costs of collection whatsoever, including reasonable attorneys' fees and court costs. INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) may, at its option, set off any and all sums which Customer owes to INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) under this contract or otherwise against any and all sums which INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) owes to Customer under this contract or otherwise. In addition, to secure Customer's obligation to INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) under this contract, including, without limitation, damages for breach, INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) shall have, and Customer hereby grants to INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION), a security interest in any goods provided under this contract.

Freight/Shipping Policy

All orders will be shipped via ground transportation unless otherwise stated in an online order, within the 48 continental states, and will include shipping, handling and insurance charges. Shipping and handling charges on all other orders vary; contact your INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) account manager for our most current and competitive rates, options and shipping specials. In some circumstances, international shipping may be available. Contact INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) Customer Service for details.

Return Policy

INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) will carefully inspect all items shipped hereunder to ensure quality. Accordingly, if you feel that an item purchased is defective or otherwise unsatisfactory and desire to return it and to obtain a refund, you will need to obtain pre-authorization. To obtain pre-authorization, please contact Innovative Manufacturing Solutions Customer Service at sales@imsprecision.com or write or call the Customer Service at the address below.
All returns that have not been pre-approved will be refused. You will be deemed to have accepted all products without qualification unless within 10 days from the date of the receipt of product customer notifies INNOVATIVE MANUFACTURING SOLUTIONS, LLC (IMS PRECISION) in writing of the specific details of any alleged defects or issues.

Contact Information

You can contact Innovative Manufacturing Solutions, LLC with any questions or concerns at sales@imsprecision.com.
Customer service hours are Monday through Friday, from 7:30 AM to 4:00 PM, Eastern. Our mailing address is:
INNOVATIVE MANUFACTURING SOLUTIONS, LLC
839 NYS Rte. 13
Cortland, NY 13045
(607) 428-2901

Non-Waiver

The failure of either party to insist upon adherence to any term of this Agreement on any occasion shall not constitute a waiver of such party's rights nor deprive such party of the right thereafter to insist upon strict adherence to that term or of any other term of this Agreement.