Terms & Conditions | LasX Contract Services

Acceptance of orders by LasX Industries, Inc. (“LasX”) from Purchaser is conditioned upon Purchaser’s consent and agreement to the terms and conditions of sale set forth below. Purchaser’s acceptance and use of shipped goods will be conclusively deemed consent and agreement to these terms and conditions. These terms and conditions shall apply to all purchase orders received by LasX from Purchaser. These terms and conditions shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by Purchaser to LasX.

1. ACCEPTANCE.

Once LasX accepts Purchaser’s order, a binding contract is created to purchase and sell the goods identified on Purchaser’s order on the terms and conditions indicated below. Acceptance of any purchase order is subject to credit rating approval.

2. PRICES, TERMS OF PAYMENT.

Payments shall be as follows:

• Net 30 days from date of invoice

The prices quoted are based on the services described herein. If the services ordered by the Purchaser differs from the services quoted, LasX reserves the right to adjust prices accordingly. Subject to approved credit and to established credit limits, the purchase price set forth in the invoice is due and payable 30 days after date of invoice. Finance charges are imposed on all past due invoices at a periodic rate of 1-1/2% per month (an annual percentage rate of 18%). The terms of payment may be changed or credit withdrawn any time LasX deems necessary. LasX may require full or partial payment in advance. Non-sufficient funds checks received by LasX from Purchaser are subject to a maximum service charge. Typographical and other errors in stated prices are subject to correction.

3. TAXES.

All prices set forth in LasX proposals and invoices are exclusive of applicable sales, use and other taxes relating to the sale, purchase or delivery of the goods, and Purchaser shall pay any such taxes. Prices are subject to change without notice.

4. “BEST EFFORT” PROPOSALS AND PURCHASE ORDERS.

LasX proposals identified as ‘Best Effort’ or ’Samples’ indicate a production process has not been defined and acceptable product may not be produced through no fault of LasX or the Purchaser. The Purchaser remains liable for payment of “Best Effort” process development tests regardless of results.

5. SHIPMENT AND RISK OF LOSS.

LasX processed materials will be delivered to the Purchaser F.O.B. LasX factory, with the freight and insurance invoiced to the Purchaser, unless otherwise specified in the order. LasX will determine the method of transportation and the routing for domestic shipments and the Purchaser will be responsible for overseas shipments. Quoted shipping dates are approximate and are based on receipt of complete information with the order and timely receipt of materials if supplied by Purchaser. Any costs associated with shipping insurance will be the responsibility of the Purchaser.

6. STATUTORY AND REGULATORY REQUIREMENTS.

The Purchaser shall notify LasX in writing of any statutory and/or regulatory requirements for the contract production to be performed, prior to the issuance of a Purchase Order. Failure to notify LasX in writing of any statutory and/or regulatory requirements relieves LasX of any liability associated with non-compliance and Purchaser agrees to indemnify LasX against any action taken as a result of non-compliance.

7. INSPECTION AND ACCEPTANCE.

Purchaser shall inspect all shipments of goods upon arrival and shall notify LasX in writing of any over shipment, shortages or other failures to conform to the contract that are reasonably discoverable upon arrival. Such notice must be sent within two (2) business days of arrival. Purchaser shall further notify LasX in writing of any other failure to conform to the contract within two (2) business days after the failure is discovered or becomes reasonably discoverable, or prior to using the goods, whichever occurs first. All notifications shall be accompanied by packing slips, inspection reports, and other documents necessary to support Purchaser’s claims. All shortages or other failures to conform not timely reported to LasX as required by this section will be deemed forever waived by Purchaser.

8. PRODUCT WARRANTY.

LasX warrants that the product furnished will be of the kind and quality described in its quotation and will be free of defects in workmanship including LasX supplied material. LasX does not warrant any of its product against failure as the result of environmental and/or physical damage outside of LasX control. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTS WHETHER WRITTEN, ORAL, OR IMPLIED AND SHALL BE PURCHASER’S SOLE REMEDY AND LASX’S SOLE LIABILITY ON CONTRACT OR WARRANTY OR OTHERWISE FOR THE SERVICE SUPPLIED.

9. LIMITATION OF LIABILITY.

Not withstanding any other provisions of the purchase order, LasX shall not be liable in contract or in tort (including negligence or strict liability) for loss of profits or revenue, costs associated with business interruption, loss of use of equipment or plant, cost of capital, cost of purchased or replacement equipment, claims of customers of the Purchaser, or for any special, indirect, incidental or consequential damages. The remedies of the Purchaser set forth herein are exclusive and the total liability of LasX with respect to the purchase order shall not exceed the price of the services rendered by LasX on which such liability is based. The Purchaser bears all risk with regard to Purchaser supplied material processed by LasX. LasX bears no responsibility to compensate Purchaser for the cost of any material processed at LasX, regardless of the reason for product rejection.

10. INTELLECTUAL PROPERTY.

LasX and Purchaser will not knowingly infringe on the intellectual property rights of others. If either LasX or Purchaser becomes aware of a potential infringement regarding the Purchaser’s product or process, they shall promptly inform the other party. LasX assumes no liability for patent infringements regarding components provided by LasX’s vendors. Purchaser shall indemnify LasX for any patent infringement actions relating to Purchaser’s product or process for making its product, or relating to any specifications that Purchaser provides to LasX and requires LasX to incorporate in the design of the component.

11. TERMINATION.

If Purchaser petitions for relief under state or federal bankruptcy laws, or if any involuntary petition there under should be filed against Purchaser and the same be not dismissed within sixty (60) days, or if it is adjudicated bankrupt, or if a receiver is appointed for Purchaser’s business, or if Purchaser makes an assignment for the benefit of its creditors, or if it defaults in payment of any sum due to the other party, then LasX may, without further notice, immediately terminate any contracts between the parties. Obligations to pay all charges previously accrued shall survive any termination of the contracts between LasX and Purchaser. In addition, any termination of contracts shall be without prejudice to any other remedies available to LasX including, without limitation, all remedies with respect to the unperformed balance of any outstanding contracts between LasX and Purchaser. All such costs, plus 10% profit, less any payments previously made by the Purchaser, shall be due and payable within thirty (30) days from date of invoice.

12. DELAYED ORDERS.

When products are ready for shipment and shipment cannot be made because of reasons beyond LasX control, LasX shall submit an invoice for such products payable upon receipt and shall, upon written notice to the Purchaser, store such products. In such event the risk of loss of the product shall pass to the Purchaser upon moving such product to storage, and all expenses incurred by LasX in connection with the storage of products, including demurrage, the cost of preparation for storage, storage charges, insurance, and handling charges shall be payable to the Purchaser upon submission of invoices by LasX.

13. GENERAL PROVISIONS.

13.1. WAIVER.

Failure by either party to enforce any of its rights shall not be construed to be a waiver of such party’s rights or ability thereafter to enforce any of such party’s rights under these terms and conditions.

13.2. SEVERABILITY.

If any one or more of the above provisions shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall be unimpaired and will continue in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable, comes closest to the intention of the parties.

13.3. HEADINGS.

Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof.

13.4. ENTIRE AGREEMENT.

These terms and conditions constitute the entire agreement between the parties with respect to the subject matter hereof as of the date hereof and supersede all previous understandings, representations, proposals, and discussions, whether oral or written, between the parties concerning the subject matter hereof.

13.5. GOVERNING LAW AND ENFORCEMENT.

These terms and conditions shall be interpreted and enforced pursuant to the laws of the State of Minnesota.

13.6. FORCE MAJEURE.

Neither party shall be liable for damages for any delay or failure to perform resulting from any cause beyond the reasonable control of the respective parties, including labor strikes, fire, or acts of God.

13.7. ASSIGNMENT.

Purchaser may not assign any contract between LasX and Purchaser without the prior written consent of LasX.

13.8. PAYMENT OF UNDISPUTED INVOICES.

All invoices rendered by LasX covering products not in dispute shall be paid by Purchaser regardless of disputes relating to other invoices or other delivered or undelivered products. As to any disputed invoices, Purchaser waives the right to assert offsets.

13.9. SURVIVAL OF OBLIGATIONS.

All of the obligations, terms and conditions contained herein shall survive termination of the purchase contract.

13.10. PROPRIETARY INFORMATION.

The Purchaser shall keep confidential all proprietary information furnished or disclosed by LasX. The Purchaser shall not use or disclose such confidential proprietary information for any purpose except as necessary for the maintenance, repair or operation of the goods, without the prior written consent of LasX.

13.11. MODIFICATION OF TERMS.

LasX reserves the right, at its sole discretion, to modify these Terms and Conditions at any time without prior notice.