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Integrated Microwave Technologies, LLC
Service Terms and Conditions
The following Terms and Conditions ("Terms") set forth the basis upon which Integrated Microwave Technologies, LLC ("IMT") will provide services such as: installation, training, support and operational supervision ("Services").
All requests for Service(s) placed by you, our Customer, will be governed by these Terms and Conditions as well as any other Terms and Conditions that may be set forth in our Proposal, Quotation or any Acknowledgement of your Purchase Order or Service Request.
Terms which may be contained in your ordering document which are in addition to or inconsistent with these Terms shall be of no force or effect.
These Terms supersede all prior statements, representations, discussions, negotiations and agreements by the parties, both oral and written.
All service requests are subject to our specific acceptance.
Customer agrees to pay for all Services according to our Proposal, Quotation or Acceptance and in the absence of same at our published prices current as of the date of the performance of the Service.
All payments shall be due net 30 days from date of Invoice unless otherwise agreed in writing.
Any overdue amounts shall be subject to a finance charge at the rate of 1.5% per month commencing on the date such amount becomes overdue, or the highest rate permitted by applicable law, whichever is lower. All applicable local sales or use taxes, duties and other imposts, if any, due on account of purchases hereunder shall be paid by Customer. In the event that collection efforts are necessary Customer shall be responsible for all costs of collection including (but not limited to) counsel fees and court costs.
Ownership of all copyright and other intellectual property rights in any material provided during the provision of the Service, including any documentation, data, technical information and know-how provided to Customer and/or its employees, agents or representatives as part of the Service remains vested in IMT unless specifically agreed otherwise in writing. All such information shall be held in confidence and may not be disclosed or copied to third parties, without the express written permission of IMT.
IMT warrants that its personnel are suitably qualified and experienced to perform the Services.
Except as expressly represented otherwise, and to the extent not prohibited by applicable law, all Services, provided by or on behalf of IMT to the Customer are furnished on an "AS-IS" basis, without warranty of any kind, whether express, implied, statutory or otherwise especially as to quality, reliability, timeliness, usefulness, sufficiency and accuracy.
ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF CONDITION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED BY IMT. NO ORAL OR WRITTEN INFORMATION PROVIDED BY IMT SHALL CREATE A WARRANTY UNLESS INCORPORATED INTO THESE TERMS.
TO THE EXTENT NOT PROHIBITED BY LAW, IMT WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES, SUCH AS LOST PROFITS, ARISING FROM THE PROVISION OF THE SERVICES EVEN IF IMT HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES.
IN THE EVENT THAT IMT SHALL FAIL TO PROVIDE THE SERVICES IN ACCORDANCE WITH THESE TERMS, IMT’S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR BREACH OF THESE TERMS SHALL BE FOR IMT TO USE ITS REASONABLE EFFORTS TO PERFORM (OR REVISE) THE SERVICES WITHIN A REASONABLE PERIOD OF TIME; PROVIDED, THAT IN THE EVENT IMT IS UNABLE TO REPERFORM, THEN IMT MAY ELECT TO REFUND ALL PAYMENTS ACTUALLY RECEIVED BY IMT FROM CUSTOMER FOR THE SERVICE IN QUESTION, IN FULL SATISFACTION OF IMT'S OBLIGATIONS.
SUCH REFUND SHALL CONSTITUTE IMT'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR SUCH BREACH. IN NO EVENT SHALL THE AGGREGATE LIABILITY FOR DAMAGES OF IMT, ITS EMPLOYEES OR AGENTS, ARISING FROM THESE TERMS (WHETHER BY CONTRACT OR TORT) EXCEED THE AMOUNTS CUSTOMER ACTUALLY PAID IMT FOR THE SERVICE. TO THE EXTENT NOT PROHIBITED BY LAW, THE LIMITATIONS IN THIS SECTION SHALL APPLY TO PERSONAL INJURY AND DEATH.
The laws of the Commonwealth of Pennsylvania govern these Terms and shall be applied as if these Terms were entered into and performed entirely within Pennsylvania between Pennsylvania residents.
The venue for settling any disputes shall be the courts for the jurisdiction of Philadelphia, Pennsylvania.
Neither party shall be liable for any delay or failure to meet its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to war, riot, insurrection, civil commotion, labor strikes or lockouts, shortages, factory or other labor conditions, fire, flood, earthquake or storm.
If any provision of these Terms should be held to be unenforceable or invalid for any reason, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions, and the parties will substitute for such provision an enforceable and valid provision that most closely approximates the intent and economic effect of the unenforceable or invalid provision.
No modification to these Terms will be binding unless it is in writing and signed by an authorized representative of each party.
IMT may use subcontractors to perform the Services at its discretion.
No assignment is permitted by Customer under these Terms and any attempt to assign shall be null and void.