Who We Are

Driven engineering firm providing solutions to real-world problems

We are a uniquely driven engineering firm serving the defense, aerospace, energy, health care, and industrial markets. Our research and development efforts focus on our core competency areas –sensors, coatings, functional materials, green technology, renewable energy and biomedical diagnostics– to develop and commercialize technology. Our experienced technical staff have customized and integrated our technology to fit a particular need – from hydrophobic coatings for shoes and fabrics to CO₂ sensors for space and subsurface. We do not just develop technology –we provide solutions.

Origins

InnoSense LLC was cofounded by Dr. Kisholoy Goswami, who commercialized the world's first fiber-optic chemical sensor and holds eleven U.S. patents. Since our operations moved to the current industrial park location in Torrance, CA in 2004, our technologies have attracted clients in the federal arena and the public sector to fuel our growth.

We hire engineering professionals for their experience and aptitude in our core areas of concentration, then give them free rein to research topics within those areas. InnoSense engineers and technical staff work in well-equipped laboratories in a recently expanded 11,400-square-foot facility in Torrance, California.

Management Team

At A Glance

Facilities

Company Information

Vendor Information

Purchase Order Terms and Conditions

The Purchase Order and accompanying Terms and Conditions are for the purchase of goods, services or both. Notwithstanding any other provision to the contrary, the following Terms and Conditions shall apply to any purchase of goods or services by InnoSense, LLC (hereinafter referred to as “ISL”) located at 2531 West 237th Street, Suite 127, Torrance, CA 90505-5245. The Purchase Order, Terms and Conditions, attachments and other documents incorporated by reference, are integrated into one agreement and supersede all previous oral and written communications, representations, promises or negotiations between the parties. The Terms and Conditions will prevail over any contrary, inconsistent or incomplete provisions in the Purchase Order or separate attachment.

OFFER AND ACCEPTANCE. The Purchase Order is an offer to buy subject to your acceptance by either: (1) full performance of the Purchase Order; or (2) written confirmation within 15 days of receiving the Purchase Order. Order confirmations may be sent to:

ATTN: Accounts Payable
InnoSense, LLC
Fax: (310)530-4022

All other communications, correspondence or requests pertaining to the Purchase Order may be sent to:

ATTN: Accounts Payable
InnoSense LLC
Email: accounting@innosensellc.com

Any reference to the Supplier’s quotation, bid or proposal does not imply acceptance of any term, condition or instruction contained in that document. An attempt by the Supplier to modify or alter the Purchase Order or the Terms and Conditions, including but not limited to, the: (1) price or quantity of the product being offered; (2) warranties or disclaimers provided; and (3) applicable governing law, is construed as a material alteration and cancellation of that Purchase Order. Any clarifying questions and inquiries from the Supplier regarding ISL’s Purchase Order will not alter the Terms and Conditions of that Purchase Order.

Termination. Except as otherwise agreed, the Uniform Commercial Code shall govern the transactions of goods. For services, if the Supplier refuses or fails to perform any of the provisions of this Purchase Order with such timely diligence as will ensure its completion within the time specified in the Purchase Order, ISL reserves the right to terminate the Purchase Order or any part of the Purchase Order as to which there has been delay or a failure to properly perform. The Supplier shall continue performance of the Purchase Order to the extent that it is not terminated and shall be liable for excess costs incurred by ISL in procuring similar goods or services elsewhere. Notwithstanding any firm time period or quantity on the face of the Purchase Order, ISL may terminate the Purchase Order, in whole or in part, at any time, with or without cause, for undelivered goods or unperformed services upon 15 days’ prior written notice to the Supplier.

Cancellation. If the Supplier not yet accepted the Purchase Order in the manner required by the Terms and Conditions, ISL reserves the right to cancel the Purchase Order by written notice to the Supplier prior to the shipment of goods or beginning of performance. Upon receipt of the notice of cancellation, the Supplier shall incur no further obligations to ISL except to the extent necessary to mitigate costs of performance.

Modifications. Suppliers agree to furnish the products or services requested on the Purchase Order and strictly adhere to the: (1) part number; (2) item description; (3) quantity; (4) unit; (5) unit price; (6) total; (7) tax; (8) shipping; and (9) grand total on the Purchase Order. Purchase Orders may not be modified or altered without express consent specified in a writing signed by an authorized representative of ISL and acknowledged by the Supplier. Each shipment received or service performed shall be only upon the terms contained in the Purchase Order, notwithstanding any terms that may be contained in any invoice or other act of the Supplier. No course of prior dealing or usage of trade may modify, supplement or explain any terms used in the Purchase Order.

DELIVERY. Delivery of goods shall be made pursuant to the time, place and manner specified on the face of the Purchase Order. All shipments should be addressed to:

ATTN: Receiving
InnoSense, LLC
2531 West 237th Street, Suite 127
Torrance, CA 90505-5245.

Suppliers must ensure that all containers are properly marked for identification and contain a packing slip that details, at a minimum, the: (1) ISL Purchase Order number(s); (2) product part number; (3) detailed product description; (4) country of origin; (5) total number of boxes in shipment; (6) quantity shipped; and (6) final delivery address. The Supplier bears all risk of loss or damage to the goods, and title passes to ISL upon delivery of the goods.

Date. Delivery should be made as soon as possible upon receiving the Purchase Order using the most expeditious form of approved transportation. If no delivery date is specified, the order shall be processed, shipped and received within 15 days of the Supplier sending a written acknowledgment and order confirmation to ISL. TIME IS OF THE ESSENCE.

Quantity. In the that event that the Supplier fails to deliver 100% of the goods requested within the specified time frame, ISL may accept and pay for the goods actually delivered and at its option, may: (1) terminate the balance of the Purchase Order without penalty; or (2) provide the Supplier with an extension of up to 15 additional days to fully perform.

Delays. The Supplier must notify ISL in writing within 48 hours of discovering any possible or actual shipment delays. The Supplier may request an extension in writing from an authorized representative of ISL prior to the shipment deadline to fully perform according to the Terms and Conditions of the Purchase Order. ISL will evaluate requests for extensions on an as needed basis. Extended deadlines will not extend longer than 30 days from the date the Supplier sent a written acknowledgment and order confirmation to ISL. Neither party will be in default for any delay or failure to perform due to causes beyond its control and without negligence. Any delay or failure to perform caused by the default of a subcontractor of the Supplier will be excused only if the goods to be furnished cannot be obtained from other sources in sufficient time to permit the Supplier to meet the delivery deadline. ISL may cancel all or any part of the Purchase Order if any delivery of goods is delayed for more than 30 days.

Substitutions. Supplier may not make substitutions to the terms of the Purchase Order without written consent and a signature from an authorized representative of ISL. ISL will solely determine what constitutes an acceptable replacement in terms of quality, price and performance. ISL reserves the right to return and collect shipping charges for non-conforming goods received.

Domestic Shipping. A Supplier shipping domestically will give notice of shipment to ISL when the goods are delivered to a carrier for transport and send a complete copy of all shipment documents. The Purchase Order number(s) must appear on all correspondence, shipping labels and shipping documents.

International Shipping. A Supplier shipping internationally must adhere to the following:

• All goods, unless specifically exempted by the destination country’s governing authorities, must be marked with the country of origin in a conspicuous place as legibly, indelibly and permanently as the nature of the article or container permits;
• A Supplier will provide ISL with the following shipping information in English: (1) Harmonized Tariff Schedule number; (2) country of origin information or certificates; (3) manufacturer’s affidavits; (4) applicable free trade agreement (“FTA”) certificates; (5) weight of the goods shipped; (6) currency in which the sale was made; and (7) any other documents that ISL may require to comply with international trade regulations or to lawfully minimize duties, taxes and fees; and
• Within 1 business day after the Supplier delivers the goods to the carrier, the Supplier must send ISL a complete set of shipping documents that includes the commercial invoice, packing list and any information necessary to release the goods to ISL’s custody.

The Supplier assumes all responsibility and liability for any shipments covered by the Purchase Order requiring any government import clearance. If government authorities declare or otherwise impose countervailing, anti-dumping or retaliatory duties on the goods imported under the Purchase Order, ISL reserves the right to terminate the Purchase Order under the Termination provisions of the Terms and Conditions.

The Supplier will be debited for any duties, fees or freight charges incurred by ISL due to the Supplier’s failure to comply with the Terms and Conditions of the Purchase Order. Drawback duties, or other refunds collected upon the importation of foreign-made goods, materials or components used in manufacturing the goods, paid by the Supplier, ISL or any subsidiary of either, will accrue to the exclusive benefit of ISL. The Supplier will provide ISL with all documents, records and other supporting information necessary to obtain any duty drawback and will reasonably cooperate with ISL to obtain payment.

PAYMENT. The Supplier will furnish the goods at the prices stated on the face of the Purchase Order. The prices will include all packaging and freight to the specified delivery point, applicable taxes and other government charges including, but not limited to, all sales, use or excise taxes and all customs duties, fees or charges.

Inspection. Payment to the Supplier is subject to a thorough inspection and ISL’s approval of the goods delivered or services rendered in accordance with the Purchase Order. Final inspection and acceptance by ISL will be at the destination address unless otherwise specified. No inspection, test, approval, design approval or acceptance of the goods relieves the Supplier from responsibility for warranty, latent and patent defects, fraud or negligence. ISL may inspect all or a sample of the goods, and if ISL determines them to be defective or non-conforming, ISL may: (1) reject all or any portion of the goods and terminate the Purchase Order; or (2) require that the Supplier deliver replacements in conformity with the Purchase Order at the Supplier’s expense within 15 days of the inspection. When defects in the quality or quantity of service cannot be corrected by re-performance, ISL may equitably reduce the payment due to the Supplier to reflect the reduced value of the services performed and goods provided.

INVOICES. Payments will be made within 30 days after receipt of an invoice issued in conformity with the Purchase Order unless otherwise stated on the invoice by the Supplier. If any invoice submitted by the Supplier is found to be in error, an appropriate adjustment will be made to the invoice or the next succeeding invoice following the discovery of the error, and the resulting payment/credit will be issued promptly. Payment is not evidence of ISL’s final acceptance of such articles or services. Financial obligations of ISL are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. If the Purchase Order is funded in whole or in part with federal funds, the Purchase Order is subject to and contingent upon the continuing availability of federal funds. All invoices must include: (1) the part number; (2) a detailed description of the goods; (3) the quantity and price; (4) shipment methods and terms used; (5) any applicable discounts; and (6) the name and address of the Supplier and Carrier.

PROPERTY OWNERSHIP. Title to any material, tooling, equipment or technical data that ISL pays for or provides to the Supplier, or is responsible for providing to the Supplier including replacements, is ISL property and will remain or vest with ISL. The Supplier will conspicuously label ISL property as such, maintain it in good condition, keep written records in its possession, not allow any liens to be placed upon it and not change its location without prior written approval from ISL. The Supplier is responsible for inspecting and determining that ISL property is in useable and acceptable condition. The Supplier is responsible for any loss, damage or destruction of ISL property and any loss, damage or destruction of any third-party property resulting from the Supplier’s negligent use of ISL property.

LIABILITY. ISL may charge the Supplier with any loss or expense sustained as a result of such failure to deliver or perform as promised. ISL’s sole liability to the Supplier and the Supplier’s sole and exclusive remedy, is payment for goods received and accepted by ISL should the Purchase Order be terminated with or without cause. Payment to the Supplier will set off against any damages to ISL. ISL will not be liable for any discharge, spill or other environmental incident that includes clean-up costs involving any goods shipped under the Purchase Order until received by ISL. The Supplier shall not be in default in performance of the Purchase Order if such failure arises out of: (1) acts of God; (2) acts of the Supplier and any governmental entity in its sovereign capacity; (3) fires; (4) floods; (5) epidemics; (6) quarantine restrictions; (7) strikes or other labor disputes; (8) freight embargoes; (9) or unusually severe weather. ISL is not liable for any special, indirect, incidental, consequential, exemplary or punitive damages, including but not limited to, damages from business interruption, loss of profits, revenue or capital and loss of use of any property or capital even if advised or otherwise aware of the possibility of any such damages.

CONFIDENTIALITY. All information, including but not limited to, samples, drawings, materials, know-how, designs, processes and other technical, business or financial information that: (1) has been or will be supplied to the Supplier by or on behalf of ISL; or (2) the Supplier will design, develop or create in connection with the Purchase Order, in whole in or part (collectively referred to as “Confidential Information”) may not be used by the Supplier for any purpose other than for performing according to the Terms and Conditions of the Purchase Order.

Proprietary and Trade Secret Information and Materials. ISL and the Supplier shall each keep confidential and protect from unauthorized use and disclosure all: (1) confidential, proprietary and trade secret information; (2) tangible items containing, conveying or embodying such information; and (3) tooling identified as being subject to this section and obtained, directly or indirectly, from the other in connection with the Purchase Order or other agreement referencing the Purchase Order (collectively referred to as “Proprietary Information and Materials”). ISL and the Supplier shall each use Proprietary Information and Materials of the other only in the performance of and for the purpose of this contract and any other agreement referencing this contract. However, despite any other obligations or restrictions imposed by this section, ISL shall have the right to use, disclose and reproduce the Supplier’s Proprietary Information and Materials, and make derivative works thereof, for the purposes of testing, certifying, using, selling or supporting any product delivered under this contract or any other agreement referencing this contract. Upon ISL’s request at any time, and in any event upon the completion, termination or cancellation of this contract, the Supplier shall return ISL Proprietary Information and Materials unless ISL indicates otherwise in writing. The Supplier shall not, without the prior written authorization of ISL, sell or otherwise dispose of any parts or other materials containing, conveying, embodying or made in accordance with or by reference to any Proprietary Information and Materials of ISL without rendering them unusable. The Supplier may disclose Proprietary Information and Materials of ISL to its subcontractors as required for the performance of this contract if each such subcontractor agrees in writing to the same obligations imposed upon the Supplier under this section relating to Proprietary Information and Materials. The Supplier shall be liable to ISL for any breach of such obligation by such subcontractor. ISL shall have the right to audit the Supplier’s compliance with this section.

ASSIGNMENT. The Supplier shall not assign rights or delegate duties under the Purchase Order, or subcontract any part of the performance required under the Purchase Order, without prior knowledge and express written consent from ISL. Any assignment without ISL’s written approval will be voidable at ISL’s discretion. ISL may assign the Purchase Order, or any of its rights or obligations, to any of its subsidiaries, affiliates, purchaser or successor to all, or substantially all, of the assets of the business to which the Purchase Order relates without the Supplier’s consent and upon written notice to Supplier.

COMPLIANCE. The Supplier agrees to comply with all applicable federal and California state laws, regulations and policies. All chemicals, equipment and materials proposed or used in the performance of the Purchase Order must conform to current California and federal standards including those required by the Occupational Safety and Health Act of 1970. The Supplier must submit all Material Safety Data Sheets (MSDS) for any regulated chemicals, equipment or hazardous materials at the time of delivery including the chemical composition of any goods supplied under the Purchase Order.

DISPUTE RESOLUTION. The Supplier shall exhaust all administrative remedies set forth in California law prior to commencing any judicial action against ISL. All claims and disputes arising under or relating to the Terms and Conditions or the Purchase Order are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.

RECORDS. The Supplier will maintain detailed records reflecting the Supplier’s compliance with the Purchase Order and Terms and Conditions for at least 5 years from the date of the last delivery. The Supplier and its sub-tier suppliers will provide ISL auditors and regulatory authorities access to facilities, books and other pertinent records to verify compliance with this section.

WARRANTIES. All implied and expressed provisions and remedies of the Uniform Commercial Code adopted by the state of California are incorporated by reference into the Terms and Conditions and are in addition to any warranties stipulated in the specifications. The Supplier warrants to ISL, its successors, assigns, customers and end users that during the entire Warranty Period of 24 months, all goods furnished, including all replacement and corrected goods and components, will: (1) be free from defects in material, workmanship and design even if the design has been approved by ISL; (2) conform to applicable drawings, designs, quality control plans, specifications, samples and other descriptions furnished or specified by ISL; (3) be merchantable; (4) be fit for the intended purposes and operate as intended; (5) comply with all laws; (6) be free and clear of any and all liens or other encumbrances; and (7) not infringe on any patent, published patent application or other intellectual property rights of any third party; and (8) not utilize misappropriated third party trade secret information. ISL makes no representations and disclaims all warranties, express or implied, with respect to ISL property.

INSURANCE. Except where prohibited by law, the Supplier shall maintain insurance at all times during the term of this Purchase Order for items valued over $5,000 and shall provide proof of such coverage to ISL. Insurance policies must cover ISL, its subsidiaries, affiliates and their respective officers, directors, shareholders, employees and agents as additional insureds. Except where prohibited by law, the Supplier will require its insurers to waive all rights of recovery or subrogation against ISL, its subsidiaries, affiliated companies and its respective officers, directors, shareholders, employees and agents. The Supplier will not include the cost of any insurance policy in the prices charged under the Purchase Order.

INDEMNIFICATION. The Supplier will indemnify and hold harmless ISL from any and all loss, liability, cost, expenses and legal fees incurred on account of any claims, legal actions or judgments arising out of the manufacture, sale or use of such article in violation, infringement or the like of rights pertaining to patent, copyright, trademark, unlawful disclosure, use or misappropriation of a trade secret. The Supplier will have the right to conduct the defense of any such claim or action and if consistent with ISL’s rights, all negotiations for its settlement. But in no event will the Supplier enter into any settlement without ISL’s prior written consent. ISL may conduct a separate defense or negotiate to protect its interests. If any injunction or restraining order is issued, the Supplier will, at its expense, obtain for ISL either: (1) the right to continue using and selling the goods; or (2) replace or modify the goods to make them non-infringing.

REMEDIES. All ISL remedies set forth in the Terms and Conditions are in addition to, and will in no way limit, any other rights and remedies that may be available to ISL at law or in equity.

WAIVER. The failure of either party to enforce any of the provisions in the Terms and Conditions will not be construed to be a continuing waiver of those provisions, nor will any such failure prejudice the right of the party to take any action in the future to enforce any provision.

SEVERABILITY. If any provision in the Terms and Conditions is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, that provision will be severed, and the remaining provisions will remain enforceable.

SURVIVAL. All provisions in the Terms and Conditions shall survive and remain in force after the performance, completion, termination or cancellation of this contract.