Terms & Conditions | LasX Contract Services

These terms and conditions apply to all contract laser processing and related services performed by LasX Industries, Inc. (“LasX”) for the purchaser named in LasX’s quotation (“Purchaser”). “Quotation” means LasX’s written quotation or proposal for the order. LasX’s acceptance of an order is conditioned on Purchaser’s agreement to these terms. Purchaser’s acceptance or use of the processed parts is conclusive agreement to them. These terms prevail over any different or additional terms in a purchase order or other document submitted by Purchaser.

1. ACCEPTANCE AND ORDER OF PRECEDENCE

A binding contract is formed when LasX accepts Purchaser’s order in writing. Acceptance of any order is subject to credit approval. If the Quotation and these terms conflict, the Quotation controls.

The revision of these terms in effect on the date of the Quotation applies to the order. Later revisions apply only to later Quotations. Earlier revisions remain available at lasx.com/terms.

2. PRICES AND PAYMENT

Unless the Quotation states otherwise, each invoice is due thirty (30) days after its date. Quoted prices are valid until the expiration date stated on the Quotation and are based on the services described in it. If the services ordered differ from the services quoted, LasX may adjust the price accordingly.

Finance charges are imposed on all past due invoices at the lesser of (i) 1-1/2% per month (an annual percentage rate of 18%), or (ii) the maximum rate allowed under applicable law. LasX may change payment terms or withdraw credit at any time it deems necessary and may require full or partial payment in advance. Non-sufficient funds checks are subject to a $25.00 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.

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. DELIVERY, RISK OF LOSS AND TITLE

Unless the Quotation states otherwise, processed materials are delivered FCA LasX’s facility, St. Paul, Minnesota (Incoterms® 2020). Risk of loss passes to Purchaser when LasX delivers them to the carrier. For shipments within the United States, LasX will select the carrier and routing on Purchaser’s behalf and invoice freight and insurance to Purchaser. For shipments outside the United States, Purchaser is responsible for carriage, insurance and import clearance. Title to materials supplied by LasX passes to Purchaser when LasX has received payment in full; materials supplied by Purchaser remain Purchaser’s property throughout.

Quoted shipping dates are approximate and are based on receipt of complete information with the order and timely receipt of any materials supplied by 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 each shipment on arrival and notify LasX in writing, within two (2) business days of arrival, of any shortage, over-shipment or failure to conform that is reasonably discoverable on arrival. Any other failure to conform must be reported in writing within thirty (30) days of shipment. Notices must be accompanied by packing slips, inspection reports and other documents supporting the claim. Claims not reported in those times are waived.

8. PRODUCT WARRANTY

LasX warrants that the processed parts will conform to the specification in the Quotation and will be free of defects in LasX’s workmanship and in material supplied by LasX. Claims must be received within thirty (30) days of shipment. LasX’s sole obligation is, at its option, to re-process the non-conforming parts or to credit the processing fee for them. This warranty does not cover damage arising after shipment from causes outside LasX’s control. “Best Effort” and “Samples” work under Section 4 carries no warranty of result.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND SHALL BE PURCHASER’S SOLE REMEDY AND LASX’S SOLE LIABILITY IN CONTRACT, WARRANTY OR OTHERWISE FOR THE SERVICES SUPPLIED.

9. LIMITATION OF LIABILITY

Notwithstanding 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.

Purchaser bears all risk of loss of or damage to Purchaser-supplied material, and LasX will not reimburse the cost of that material for any reason. Where material is lost or parts are rejected because LasX did not follow the process agreed in the Quotation, LasX will, at its option, re-process replacement material supplied by Purchaser at no charge or credit the processing fee for the affected parts.

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 parts or the process.

LasX retains all right, title and interest in its laser process know-how, tooling, fixtures and software. Purchaser’s product designs, materials and specifications remain Purchaser’s.

11. CANCELLATION AND TERMINATION

Purchaser may cancel an accepted order only by written notice to LasX. On cancellation Purchaser shall pay LasX the greater of (a) all costs LasX has incurred or irrevocably committed for the order up to the date it receives the notice, including setup, labor and materials, plus ten percent (10%) of those costs as profit; or (b) the quoted price of all work completed up to that date; in either case less payments already made by Purchaser. The amount is due thirty (30) days from the date of invoice.

If Purchaser petitions for relief under state or federal bankruptcy laws, or if an involuntary petition is filed against Purchaser and not dismissed within sixty (60) days, or if Purchaser 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 Purchaser defaults in payment of any sum due to LasX, then LasX may, without further notice, immediately terminate any contracts between the parties. On such a termination Purchaser shall pay the amount calculated under the preceding paragraph. Obligations to pay charges previously accrued survive termination. Termination is without prejudice to any other remedy available to LasX, including remedies for the unperformed balance of any outstanding contract.

12. DELAYED ORDERS

When products are ready for shipment and shipment cannot be made because of reasons beyond LasX’s 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 by the Purchaser upon submission of invoices by LasX.

13. EXPORT COMPLIANCE

Purchaser shall comply with all United States export control and sanctions laws that apply to the parts, materials and technical data exchanged under the order, and shall not export, re-export or transfer them to any destination, end user or end use those laws prohibit. Before sending LasX any material, drawing or data that is subject to export control (including the ITAR or the EAR), Purchaser shall identify it to LasX in writing. LasX may decline or suspend work on controlled items without liability.

14. GENERAL PROVISIONS

14.1. 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.

14.2. 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.

14.3. HEADINGS

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

14.4. ENTIRE AGREEMENT

The Quotation and these terms are the entire agreement between the parties on their subject matter and supersede all earlier understandings, representations and discussions, whether oral or written, that are not included in them. Website content, brochures and other marketing material are not part of the contract unless the Quotation expressly incorporates them.

14.5. GOVERNING LAW AND VENUE

The contract is governed by the laws of the State of Minnesota, USA, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising from the contract shall be brought exclusively in the state or federal courts located in Minnesota, and each party consents to the jurisdiction of those courts.

14.6. 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.

14.7. ASSIGNMENT

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

14.8. 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.

14.9. SURVIVAL OF OBLIGATIONS

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

14.10. CONFIDENTIALITY

Each party shall keep confidential the non-public technical and business information the other discloses in connection with the order, and shall use it only to perform the contract. This does not apply to information that is public, already known to the recipient, or independently developed. Where the parties have signed a confidentiality agreement, that agreement controls.