Terms & Conditions | LaserSharp® Equipment Sale

These terms and conditions apply to every sale of equipment by LasX Industries, Inc. (“LasX”) to the purchaser named in LasX’s quotation (“Purchaser”). “Quotation” means LasX’s written quotation or proposal for the order, including any acceptance document it references. LasX’s acceptance of an order is conditioned on Purchaser’s agreement to these terms. Purchaser’s acceptance or use of the equipment 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. The contract consists of the following, and if they conflict the earlier-listed document controls: (a) the Quotation; (b) these terms and conditions; (c) the LasX Standard System Warranty.

The revision of these terms and of the Warranty 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

Payment is due according to the payment schedule in the Quotation. 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 equipment described in it. If the system ordered differs from the system 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. If Purchaser fails to pay when due, LasX may recover its incidental damages and costs of collection, including collection agency fees, attorneys’ fees and court costs. Typographical and other errors in stated prices are subject to correction.

3. TAXES

All prices quoted or invoiced by LasX 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. 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.

4. 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.

5. DELIVERY, RISK OF LOSS AND TITLE

Unless the Quotation states otherwise, the equipment is delivered FCA LasX’s facility, St. Paul, Minnesota (Incoterms® 2020). Risk of loss passes to Purchaser when LasX delivers the equipment 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 passes to Purchaser when LasX has received payment in full.

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.

6. SECURITY INTERESTS

LasX retains and Purchaser hereby grants to LasX a security interest in shipped goods and all proceeds received therefrom 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.

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 shipping damage, shortage or over-shipment that is reasonably discoverable on arrival. Notices must be accompanied by packing slips, inspection reports and other documents supporting the claim. Claims not reported in that time are waived.

Where the Quotation provides for factory acceptance or site acceptance testing, acceptance of the equipment’s performance is determined by that testing and its agreed criteria. Where it does not, Purchaser shall notify LasX in writing of any other failure to conform within two (2) business days after the failure is discovered or becomes reasonably discoverable, or before using the equipment in production, whichever occurs first.

8. PRODUCT WARRANTY

LasX warrants that the equipment will be of the kind and quality described in the Quotation and free of defects in workmanship and material, as set out in the LasX Standard System Warranty. The warranty period and its start date are stated in the Quotation.

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 equipment or system on which such liability is based.

10. INTELLECTUAL PROPERTY AND SOFTWARE

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.

LasX retains all right, title and interest in its designs, drawings, documentation, software and laser process know-how. The sale of equipment transfers no rights in them other than the right to use the equipment. Purchaser’s product designs, materials and specifications remain Purchaser’s.

LasX grants Purchaser a non-exclusive, perpetual, royalty-free license to use LightGuide® and any other LasX software delivered with the equipment, in executable form, solely to operate that equipment. The license transfers with the equipment to a later owner who accepts these terms; it may not otherwise be assigned or sublicensed. Purchaser shall not copy the software except for backup, and shall not modify, decompile or reverse engineer it. Third-party software supplied with the equipment is licensed under its supplier’s terms.

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 engineering, labor, materials and supplier cancellation charges, plus ten percent (10%) of those costs as profit; or (b) all payments that have become due under the Quotation’s payment schedule 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. LasX will provide a summary of its costs on request.

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 and enter Purchaser’s premises to repossess and remove any products not paid for in full. On such a termination Purchaser shall pay the amount calculated under the preceding paragraph. Obligations to pay charges previously accrued survive termination. Termination or repossession 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. 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. Purchaser will be charged the cost of placing returned parts in saleable condition (a restocking charge) and any outgoing and incoming transportation paid by LasX. In no event will LasX be responsible for parts returned without proper authorization and identification.

14. DRAWING APPROVAL

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

15. 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.

16. 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.

17. 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.

18. EXPORT COMPLIANCE

Purchaser shall comply with all United States export control and sanctions laws that apply to the equipment, software and technical data supplied by LasX, and shall not export, re-export or transfer them to any destination, end user or end use those laws prohibit. LasX’s obligations are conditioned on receipt of any required export license. If a required license is refused or withdrawn, LasX may suspend or cancel the order without liability, and Section 11 applies as if Purchaser had cancelled.

19. GENERAL PROVISIONS

19.1. 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.

19.2. 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.

19.3. 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.

19.4. ENTIRE AGREEMENT

The contract described in Section 1 is the entire agreement between the parties on its subject matter and supersedes all earlier understandings, representations and discussions, whether oral or written, that are not included in it. Website content, brochures and other marketing material are not part of the contract unless the Quotation expressly incorporates them.

19.5. 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.

19.6. 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.

19.7. ASSIGNMENT

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

19.8. 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.

19.9. SURVIVAL OF OBLIGATIONS

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

19.10. 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 or to operate, maintain and repair the equipment. 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.