Terms & Conditions | LaserSharp® Equipment Sale

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:

• Forty percent (40%) of the total order price at time of order acceptance by LasX, due with purchase order.
• Thirty percent (30%) of the total order price at time of equipment design review acceptance by Purchaser.
• Twenty percent (20%) of the total order price at time of factory acceptance by Purchaser. Payment must be received prior to date of shipment from LasX’s facility.
• Ten percent (10%) of the total order price at time of acceptance at Purchaser’s facility, but no later than sixty (60) days after shipment, to be invoiced at time of shipment.

The prices quoted are based on the equipment described herein. If the system ordered by the Purchaser differs from the system quoted, LasX reserves the right to adjust prices accordingly. Subject to approved credit and to established credit limits, the purchase price set forth in this invoice is due and payable 30 days after date of invoice. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 1-1/2% per month (an annual percentage rate of 18%), or (ii) a rate per month equal to 1-12th of the maximum annual percentage allowed under applicable state laws. The terms of payment may be changed or credit withdrawn any time LasX deems necessary.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 $25.00 service charge. If Purchaser fails to make payments when due, LasX may recover all incidental and consequential damages caused by Purchaser’s breach, including all fees paid to collection agencies and attorneys’ fees and co, without prior notice. Typographical and other errors in stated prices are subject to correction.

3. TAXES

All prices set forth in this invoice 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. Product prices are subject to change without notice. For sales requiring tax-exempt status, a certification of tax-exempt status is required. If no certification is provided, taxes per state law of purchaser’s state will be applicable to all sales, and purchaser shall pay such taxes.

3A. TARIFFS AND DUTIES

Prices are based on the tariffs, duties and similar governmental charges in effect on the date of LasX’s quotation. If any such charge on the equipment or its components is imposed, increased or reduced after that date and before shipment, the price shall be adjusted by the amount of the change actually incurred by LasX, without markup. LasX will provide documentation of the change on request.

4. SHIPMENT AND RISK OF LOSS

The equipment will be delivered E.X.W. LasX factory, 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. If drawing approval is required, drawings must be returned on schedule to maintain the shipping date.

5. SECURITY INTERESTS

LasX retains and Purchaser hereby grants to LasX a security interest in shipped goods and all proceeds received there from by the Purchaser until the full purchase price has been paid. Purchaser’s failure to pay any amount when due shall give LasX the right to possession and removal of the goods at any time upon giving at least ten (10) days prior notice. LasX’s taking of possession shall be without prejudice to any other remedies LasX may have. Upon request, Purchaser agrees to execute financing statements or other documents reasonably required by LasX to protect and perfect LasX’s security interest in the shipped goods.

6. INSPECTION AND ACCEPTANCE

Purchaser shall inspect all shipments of goods upon arrival and shall notify LasX in writing of any over-shipments, 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.

7. PRODUCT WARRANTY

LasX warrants that the equipment and system furnished hereunder will be of the kind and quality described in its quotation and will be free of defects in workmanship and material, as described in the attached Warranty.

8. 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 equipment or system on which such liability is based.

9. 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 the parts 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 equipment.

10. 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 and enter upon the premises of the defaulting party to repossess and remove any products which have not been paid for in full. Obligations to pay all charges previously accrued shall survive any termination of the contracts between LasX and Purchaser. In addition, any termination of contracts or taking of possession 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.

11. 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.

12. RETURNING PARTS

The Purchaser must obtain authorization and shipping instruction for the return of any parts in writing from LasX before returning the parts. Parts must be returned with complete identification in accordance with LasX instructions. Where the Purchaser will be charged for placing the returned parts in saleable condition (restocking charge) and for any outgoing and incoming transportation paid by LasX. In no event will LasX be responsible for parts returned without proper authorization and identification.

13. DRAWING APPROVAL AND DOCUMENTATION

Unless otherwise specifically agreed to in writing by LasX, all equipment will be manufactured in accordance with LasX designs without Purchaser approval of drawings.

14. SITE ACCESS

Purchaser shall be responsible for obtaining and/or granting right of access to those portions of all sites and facilities necessary to carry out the requirements of this order. Purchaser shall furnish necessary utilities, services, and items, conveniently located at the site for use by LasX to install its system, and which shall be of sufficient capacity to service LasX’s equipment. Purchaser shall impose no inconvenience to the installation of the system by LasX, and shall provide all material, labor and equipment to perform rigging services, as required. Purchaser shall assure site provided is of sufficient environmental quality to allow for the proper operation and servicing of LasX equipment.

15. DIFFERING SITE CONDITIONS

Should LasX encounter concealed or unknown conditions at the place of installation of the equipment, then the order price and warranty terms shall be equitably adjusted by Change Order upon claim by LasX after the first observance of the conditions.

16. OSHA REQUIREMENTS

LasX will comply with the OSHA requirements only as they impose requirements on a manufacturer and up until the time when any equipment to be supplied is prepared for shipment.

17. GENERAL PROVISIONS

17.1. 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.

17.2. 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.

17.3. 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.

17.4. 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.

17.5. GOVERNING LAW AND ENFORCEMENT

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

17.6. 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.

17.7. ASSIGNMENT

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

17.8. 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.

17.9. SURVIVAL OF OBLIGATIONS

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

17.10. 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.

18. MODIFICATION OF TERMS

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