Last updated: October 18, 2026
1. Agreement
These Terms and Conditions (“Terms”) govern all consulting, sourcing, retainer, and surplus-sale services provided by Loveland Solutions LLC, a Colorado limited liability company (“Loveland Solutions,” “we,” or “us”), to the client named in a quote, proposal, statement of work, or retainer agreement (each, an “Order”). By accepting or signing an Order, paying an invoice, or allowing work to begin, the client (“Client” or “you”) agrees to these Terms. If an Order conflicts with these Terms, the Order controls for that Order only.
2. Services and Scope
Scope, deliverables, fees, and timeline are as stated in the Order. Work outside the stated scope is a change in scope and will be quoted separately before it is performed.
3. Fees, Invoicing, and Payment
- Invoices are due within fifteen (15) days of the invoice date (Net 15) unless the Order states otherwise.
- Retainer fees are invoiced monthly in advance.
- Out-of-pocket expenses approved by Client in advance (for example, travel for on-site work, samples, shipping, or testing) are billed at cost.
- Balances more than fifteen (15) days past due may accrue a late charge of 1.5% per month, or the maximum rate allowed by law if lower, and we may pause work until the account is current.
- Client is responsible for reasonable costs of collecting past-due amounts, including reasonable attorney fees.
4. Retainers
Retainers renew month to month. Either party may cancel a retainer with thirty (30) days’ written notice; email is sufficient. Fees for the notice period remain due. Retainer time or deliverables not used in a given month do not roll over and are not refundable unless the Order states otherwise.
5. Client Information and Responsibilities
Client will provide timely access to the information, people, and systems reasonably needed to perform the services. Our analysis and recommendations rely on information provided by Client and its suppliers, including pricing, quotes, bills of material, drawings, supplier data, and inventory records. We are not responsible for errors, delays, or outcomes caused by inaccurate, incomplete, or late information from Client or its suppliers.
6. No Guarantee of Results
Should-cost models, savings projections, cost estimates, lead-time estimates, and valuation guidance are professional estimates based on the information and market conditions available at the time. They are not guarantees. Supplier pricing, negotiation outcomes, savings, lead times, and sale prices depend on suppliers, buyers, and market factors outside our control. Client makes all final purchasing, supplier-selection, quality, and business decisions and is solely responsible for them.
7. Quality, Regulatory, and Export Compliance
Client remains solely responsible for its quality management system, product conformity, certifications (including AS9100 and ISO 9001), customer flowdown requirements, and regulatory obligations, including approval of any supplier or process change. Loveland Solutions does not provide engineering approval, certification, inspection acceptance, or legal compliance opinions.
Before sharing any technical data, software, or materials subject to the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730–774), or other export controls, Client must identify them in writing. We may decline to receive controlled items. Client is responsible for the classification, marking, and authorization of any controlled items it shares.
8. Confidentiality
Each party will keep the other party’s non-public business information, including pricing, drawings, supplier terms, and financial information, confidential; use it only to provide or receive the services; and protect it with at least reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (with prompt notice to the other party where lawful). These obligations last for three (3) years after the engagement ends, and for trade secrets, for as long as they remain trade secrets. A separately signed non-disclosure agreement controls if it conflicts with this section.
9. Deliverables and Intellectual Property
Once paid in full, Client may use the deliverables prepared specifically for it, such as should-cost models, scorecards, and reports, for its internal business purposes. Loveland Solutions retains ownership of its pre-existing and general know-how, methods, templates, tools, and models, and may continue to use general knowledge and non-confidential methods in other work.
10. Independent Contractor; No Authority to Bind
Loveland Solutions is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship. Loveland Solutions has no authority to bind Client to any purchase order, contract, or commitment unless Client authorizes it in writing for a specific transaction.
11. Surplus Material and Equipment Sales
Surplus material and equipment are sold as-is, where-is, with all faults, and without warranty of any kind. All sales are final, with no refunds. Pickup location, payment timing, and removal responsibilities are as stated in the quote; unless the quote states otherwise, payment is due at or before pickup, and the buyer is responsible for loading, rigging, and transport. When we sell items on Client’s behalf, Client represents that it owns the items and has the right to sell them free of liens, and any fees or commission are as stated in the Order.
12. Warranty Disclaimer
We will perform the services in a professional and workmanlike manner. Except as stated in this section, the services and deliverables are provided “as is,” and Loveland Solutions disclaims all other warranties, express or implied, including any warranties of merchantability and fitness for a particular purpose.
13. Limitation of Liability
To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost production, scrap, rework, downtime, or claims by suppliers or customers; and (b) Loveland Solutions’ total liability for all claims arising out of or relating to the services will not exceed the fees Client paid for the specific services giving rise to the claim during the three (3) months before the claim arose. These limits do not apply to liability arising from a party’s gross negligence or willful misconduct, and they do not limit Client’s obligation to pay fees owed.
14. Indemnification
Client will defend, indemnify, and hold harmless Loveland Solutions and its members from third-party claims, losses, and expenses, including reasonable attorney fees, arising from (a) Client’s products, parts, or operations; (b) Client’s purchasing, supplier-selection, quality, or business decisions; (c) information or materials Client provides, including any export-controlled items; or (d) Client’s breach of these Terms, except to the extent caused by Loveland Solutions’ gross negligence or willful misconduct.
15. Termination
Either party may end a project Order for convenience with written notice. Client will pay for work performed and approved expenses incurred through the termination date. Either party may terminate an Order immediately if the other party materially breaches it and does not cure the breach within ten (10) days after written notice. Sections that by their nature should survive, including payment, confidentiality, intellectual property, limitation of liability, indemnification, and governing law, survive termination.
16. Governing Law and Disputes
These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law rules. The parties will first try to resolve any dispute through good-faith discussion for thirty (30) days. Any unresolved dispute will be brought exclusively in the state courts located in Larimer County, Colorado, or the United States District Court for the District of Colorado, and each party consents to that jurisdiction. The prevailing party in any action is entitled to recover its reasonable attorney fees and costs.
17. General
These Terms and the applicable Order are the entire agreement between the parties about their subject matter. Changes must be in writing and accepted by both parties. Neither party may assign an Order without the other’s written consent, except to a successor to its business. If any provision is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control. Notices may be given by email, and electronic signatures are valid.
18. Changes to These Terms
We may update these Terms from time to time. The version in effect when an Order is accepted applies to that Order.
19. Contact
Loveland Solutions LLC · Loveland, Colorado · james@lovelandsolutions.us · 720-550-1485