Terms & Conditions

All sales made by Innovative Access Solutions, LLC (“Seller”) are subject to the following terms and conditions. Seller’s extension of credit and/or acceptance of any purchase order is expressly made conditional on Purchaser’s assent to the following terms and conditions, which Seller shall have the right to update, modify and amend from time-to-time by providing written notice of such updated terms and conditions to Purchaser.

1. Any terms or conditions contained in Purchaser’s purchase order that in any manner purport to alter, modify, change, suspend, or add to any term or condition in Seller’s terms and conditions set forth herein shall be deemed excluded from such purchase order and waived by Purchaser.
2. All sales by Seller are subject to credit approval. Purchaser must furnish any required financial information, trade references, sales tax certificate, and other information requested on Seller’s application for credit in order to purchase on account.
3. All prices, quotations, shipments, and deliveries are FOB Seller’s facility. The delivery of goods by Seller to a carrier or supplier consigned by Purchaser or as Purchaser may otherwise direct shall constitute the transfer of title, ownership, possession and property in and to the goods at such point of delivery from Seller to Purchaser, and the goods shall thereafter be at Purchaser’s risk. Any carrier or supplier consigned by Purchaser to receive any goods from Seller shall be deemed to be acting for Purchaser. All sales are based on theoretical weights, if sold by weight.
4. After Seller has commenced processing materials for any goods ordered by Purchaser, Purchaser cannot modify, cancel or otherwise alter its order for such goods without Seller’s written consent. Seller’s consent to any modification, cancellation or other alteration proposed by Purchaser shall be subject to the negotiation of terms and conditions reasonably requested by Seller pursuant to Purchaser’s proposed modification, cancellation or alteration, including, without limitation, protection of Seller against any loss due to such proposed modification, cancellation or alteration. In the event of any proposed cancellation by Purchaser, Seller reserves the right to continue processing any work-in-process on behalf of Purchaser to a point at which such processing can be halted with the least disruption and cost to Seller. Purchaser shall be responsible for all costs associated with its cancellation of any order with Seller including, without limitation, any costs related to the completion of processing of any work-in-process at the time of Purchaser’s notice of such cancellation. If Seller consents to any cancellation proposed by Purchaser, in addition to any other terms negotiated by Purchaser and Seller as conditions to Seller’s consent to such cancellation, Purchaser shall promptly pay to Seller the following amounts upon Purchaser’s receipt of Seller’s consent: (a) the applicable contract price for all goods that were completed prior to Seller’s receipt of Purchaser’s notice of cancellation, (b) all costs and expenses incurred by Seller in connection with the uncompleted portion of such cancelled order; (c) as partial liquidated damages, an amount equal to Seller’s unrealized profit under such cancelled order based on the expected profit included in the applicable contract prices due from Purchaser under such cancelled order (d) any cancellation charges or other fees and expenses incurred by Seller on account of its cancellation of purchasing commitments made in order to satisfy its obligations under such cancelled order.
5. Dates for Seller’s delivery of goods are approximate. Seller will not be responsible for delays in delivery or performance due to causes beyond its reasonable control including, without limitation, unavoidable delays caused by strikes, accidents, wars or other civil disturbance, natural disasters, changes to acts and regulations by the governmental bodies, delays caused by inability to obtain product due to the actions of Seller’s suppliers or other causes beyond the Seller’s control. Acceptance of goods upon delivery shall constitute a waiver by Purchaser of any claim for damages on account of Seller’s delivery or performance. Seller reserves the right to make partial shipments hereunder and may invoice for each partial shipment separately.
6. Subject to standard manufacturing variations, Seller warrants that the materials furnished shall conform to the applicable specifications established by Purchaser and Seller with respect to such goods ordered by Purchaser. THIS WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THIS PURCHASE OF GOODS BY PURCHASER FROM SELLER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.
7. LIMITATION OF LIABILITY. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SELLER’S LIABILITY WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED SELLER’S RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY PURCHASER AND UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER AND SELLER’S SOLE OBLIGATION FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO SELLER’S REPLACING MATERIALS THAT DO NOT CONFORM TO THE APPLICABLE SPECIFICATIONS ESTABLISHED BY SELLER AND PURCHASER OR, AT SELLER’S OPTION, SELLER’S REFUNDING OF THE APPLICABLE PURCHASE PRICE PAID BY PURCHASER FOR SUCH NON-CONFORMING GOODS. IN NO EVENT SHALL SELLER HAVE ANY LIABILITY FOR DAMAGES IN CONNECTION WITH SELLER’S SALES OF GOODS IN AN AMOUNT EXCEEDING THE APPLICABLE PURCHASE PRICE OF SUCH GOODS SOLD, AND SELLER SHALL HAVE NO LIABILITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES OR ATTORNEY FEES.
8. Purchaser agrees to indemnify, hold harmless and defend Seller from and against any and all claims, demands, liabilities, costs or lawsuits arising out of or in any way involving injury or accident occasioned by any goods sold to Purchaser by Seller including, without limitation the duty to indemnify, hold harmless and defend Seller in any of the following situations: (a) claims involving or alleging improper or negligent design, maintenance, construction, reconstruction, repair, alteration or modification of such goods by Seller, its agents or employees; (b) claims involving allegations of failure, negligent, or otherwise as required by Federal, state or local government statutes, rules or regulations, or as is customary in the trade; (c) claims involving or alleging negligence by Seller, either alone or jointly with Purchaser or any other person, firm or organization; [and (d) claims alleging negligence on the part of Seller]. Purchaser hereby agrees to waive the benefit of any law, rules or regulations that is contrary to, or in any way restricts or limits, Seller’s terms and conditions applicable from time-to-time with respect to goods purchased from Seller by Purchaser. If Seller incurs any costs and expenses (including reasonable attorney’s fees and any court costs) in the enforcement of its rights with respect to any goods sold to Purchaser, Purchaser shall reimburse Seller for such costs and expenses. The covenants expressed herein shall be severable and the unenforceability or invalidity, now or in the future, of any portion of the covenants contained herein, shall not affect the validity of the remaining covenants and any portion of the covenants found to be unenforceable or invalid shall amended to the extent necessary allow the fulfillment of the purpose of such provision to the maximum extent allowed.
9. Purchaser shall inspect or test all goods provided by Seller upon Purchaser’s receipt of such goods. Purchaser shall be deemed to have affected final acceptance of any goods provided by Seller upon the signing of the applicable receiving documents by Purchaser or its agent unless Purchaser provides to Seller written notice within 10 days after Seller’s shipment of such goods setting forth in reasonable detail any alleged non-conformity of such goods and Seller is allowed an opportunity to inspect such alleged non-conforming goods. Any alleged non-conforming goods for which Purchaser seeks damages from Seller shall not be returned, repaired, or discarded without Seller’s written consent.
10. All taxes of any kind levied by any federal, state, municipal or other government authority that Seller is required to collect or pay with respect to the production, sale, or shipment of any of the goods sold by Seller to Purchaser shall be the responsibility of Purchaser. Purchaser agrees to pay all such taxed and further agrees to reimburse Seller for any such payments made by Seller.
11. If Purchaser fails to pay or otherwise perform any of its obligations owed to Seller with respect to the goods and services performed by Seller pursuant to these terms and conditions, Seller shall the right to employ an attorney to collect the balance due, including finance charges, and enforce its rights against Purchaser and Purchaser agrees to pay all collection costs and other expenses incurred by Seller, including its reasonable attorney fees. Checks or payments, whether full or partial, received from or for the account of Purchaser, shall be applied by Seller against the amount owing by Purchaser with full reservation of all Seller’s rights and without an accord and satisfaction of Purchaser’s liability. Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code in addition to all other rights as established herein, which rights and remedies shall be cumulative.
12. Payment terms: Purchaser shall make payments to Seller for all goods provided by Seller net 30 days from the applicable invoice date for such goods. ANY AMOUNT DUE FROM PURCHASER UNDER SELLER’S INVOICE THAT IS NOT PAID WITHIN THIRTY DAYS AFTER THE APPLICABLE INVOICE DATE SHALL BE SUBJECT TO A SERVICE CHARGE IN THE AMOUNT OF 2% PER MONTH OF SUCH UNPAID INVOICE AMOUNT.
13. Seller’s delay or failure to enforce its rights with respect to any breach by Purchaser of Seller’s applicable terms and conditions shall not be construed as a waiver of that or any other breach by Purchaser. These terms and conditions (as amended from time-to-time by Seller), together with the provisions of the reverse side hereof, constitute the entire agreement between the parties hereto and except as otherwise provided herein, such agreement shall not be modified or amended except by a writing executed after the date hereof, by an authorized officer of the Seller.
14. The laws of the Commonwealth of Kentucky shall govern this agreement. Purchaser, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts of Kentucky for any litigation that may arise out of or be related to this agreement. Purchaser waives any objection based on forum non-convenient or any objection to venue of any such action.

LIMITED WARRANTY PROVISIONS FOR PRODUCTS BUILT TO CUSTOMER SPECIFICATIONS

Set forth below is a proposed insert to any invoice or quote issued by Innovative Access Solutions, LLC to a customer for whom Innovative Access Solutions, LLC is manufacturing goods to the customer’s specifications. These additional terms and conditions are to supplement standard terms and conditions set forth on the back of its pre-printed invoices: 

In addition to the terms and conditions set forth on the back of this invoice, Innovative Access Solutions, LLC (“Seller”) and Purchaser agree as follows:

1. Purchase of Products. Seller shall sell to Purchaser and Purchaser shall purchase from Seller the products and component parts listed on Schedule Aattached hereto (the “Products”) in accordance with designs and specifications attached as Schedule B (the “Purchaser Specifications”), which may be modified by written agreement of the parties from time to time, in the quantities specified in Schedule C.
2. Customer Obligations. With respect to any new Products or any changes to any existing Products, Purchaser shall provide to Seller a complete set of the Purchaser Specifications for such new or revised Product not less than 21 days prior to placing its first order for such Products. In addition to such Purchaser Specifications, Buyer will deliver to Seller a prototype of such new or revised Product and Seller will have the opportunity to examine and test such prototype to ensure its compliance with the Purchaser Specifications. Purchaser represents and warrants to Seller that (a) all of the Products and the applicable Purchaser Specifications will conform to and comply with all applicable laws, rules and regulations applicable to such Products and their manufacture; and (b) none of the prototypes or the Purchaser Specifications infringe upon any trademark, patent, copyright or other intellectual property rights of any third party. Purchaser hereby acknowledges and agrees that any Products subsequently delivered by Seller that conform to the prototypes and the applicable Purchaser Specifications shall for all purposes be regarded as conforming goods and as being in accordance with the requirements of this Agreement. Purchaser has the responsibility, and hereby releases Seller from any responsibility, to conduct the research necessary to learn the hazards involved in using the Products. Purchaser expressly represents and warrants to Seller that prior to its delivery of any Purchaser Specifications or prototype to Seller, Purchaser shall properly test such Purchaser Specifications and such prototype of the Products in a manner sufficient to confirm its compliance with all applicable laws, rules or regulations with respect to the Products in their intended market and to conform to practical considerations with respect to intended and expected uses of the Products.
3. Limited Warranty. Notwithstanding the warranties set forth in Section 6 of the Terms and Conditions set forth on the reverse side of this Agreement, Seller warrants that for a ninety (90) day period commencing on Seller’s applicable shipment date to Purchaser, the Products will comply in all material respects with Purchaser Specifications and will be free from defects in material or workmanship under normal use and service. For the period of 90 days after Seller’s shipment of such Products to Purchaser, Seller will replace each individual Product or component parts that fail to comply with the limited warranty provided to Purchaser herein. OTHER THAN THE FOREGOING, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, RESPECTING THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM CLAIMS OF INFRINGEMENT. Purchaser acknowledges and agrees that the limited warranties set forth above supersede, amend and replace the warranties made by Seller in Section 6 of the Terms and Conditions set forth on the reverse side of this Agreement.
4. New Developments. Purchaser acknowledges and agrees that with the exception of assembly processes developed by Purchaser’s own organization that are reflected in the Purchaser Specifications, all discoveries, modifications, inventions, methods, products, processes, improvement, drawings, or prototypes, whether or not patented and whether or not reduced to practice, made, discovered, conceived, invented, originated, devised, or improved by Seller during the duration of this Agreement relating to any aspect of any Product or any of the Purchaser Specifications shall remain the sole, exclusive, and absolute property of Seller.
5. Indemnification. In addition to the indemnity obligations under Section 8 of the Terms and Conditions set forth on the reverse side of this Agreement, Purchaser agrees to indemnify, hold harmless and defend Seller and its agents and employees from and against any and all claims, demands, liabilities, costs or lawsuits arising out of or in any way involving injury or accident occasioned by any goods sold to Purchaser by Seller including, without limitation the duty to indemnify, hold harmless and defend Seller in any of the following situations: (a) claims involving or alleging any infringement of another party’s intellectual property rights or (b) any product liability claim. If Seller incurs any costs and expenses (including reasonable attorney’s fees and any court costs) in the enforcement of its rights with respect to any goods sold to Purchaser, Purchaser shall reimburse Seller for such costs and expenses. The covenants expressed herein shall be severable and the unenforceability or invalidity, now or in the future, of any portions of the covenants contained herein, shall not affect the validity of the remaining covenants and any portion of the covenants found to be unenforceable or invalid shall be amended to the extent necessary to allow the fulfillment of the purpose of such provision to the maximum extent allowed.