Terms & Conditions | LaserSharp® Equipment Service and ClearCut® Service Program

These terms and conditions apply to all field service, remote support, repair, upgrade and spare-parts work performed by LasX Industries, Inc., a Minnesota corporation ("LasX"), on LaserSharp® equipment, and to the ClearCut® service program (together, the "Services"). "Purchaser" means the customer named in LasX's quotation, proposal or order confirmation (the "Quotation"). A signed ClearCut® service contract or accepted ClearCut® proposal is a "Service Order".

1. ACCEPTANCE AND ORDER OF PRECEDENCE

A contract is formed when LasX accepts Purchaser's order in a written order confirmation. Purchaser's order must reference the Quotation. LasX's acceptance is expressly conditioned on Purchaser's acceptance of these terms. The contract consists of the Quotation or Service Order and these terms. If they conflict, the Quotation or Service Order controls. These terms prevail over any different or additional terms in a purchase order or other document submitted by Purchaser, and LasX objects to those terms.

The revision of these terms in effect on the date of the Quotation or Service Order governs that order. Later revisions apply only to later Quotations and Service Orders. Earlier revisions remain available at lasx.com/terms.

The LasX Standard System Warranty continues to govern the underlying equipment unless the Quotation or Service Order expressly states otherwise. The Terms & Conditions for LaserSharp® Equipment Sale apply only to a separate equipment purchase.

2. RATES, EXPENSES AND PAYMENT

Services are billed at the hourly rates for onsite work, remote support, travel and layover stated in the Quotation or Service Order.

Overtime rates apply outside LasX's normal business hours and after eight (8) hours of work, travel or both in a calendar day. Holiday rates apply on the LasX holidays listed in section 3. Billable travel time is capped at eight (8) hours per direction per day. For international travel, Minneapolis–Saint Paul International Airport is the point of departure and return.

Purchaser shall reimburse LasX at cost for all travel and out-of-pocket expenses incurred in performing the Services.

Purchaser shall pay each invoice on the terms stated on it or, if none are stated, within 30 days of the invoice date. If Purchaser in good faith believes an invoice is incorrect, Purchaser shall notify LasX in writing within 7 days after receiving it; otherwise Purchaser waives the right to dispute its accuracy. Payments not made when due accrue a late charge of 1.5% per month or, if lower, the maximum rate permitted by law.

Purchaser is responsible for all foreign, federal, state and local sales, use, value-added, excise and other taxes and duties applicable to the Services, and for shipping charges. Quotations for Services are valid for 30 days unless they state otherwise. All payments shall be made in U.S. dollars.

3. SCHEDULING AND PERFORMANCE

LasX's normal business hours are Monday to Friday, 8:00 a.m. to 5:00 p.m. Central Time, excluding LasX holidays. Services are scheduled during normal business hours. Work outside those hours requires LasX's agreement and is billed at overtime or holiday rates.

LasX holidays: New Year's Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving Day and the Friday after; Christmas Eve; Christmas Day; New Year's Eve. Dates may change when a holiday falls on a weekend.

All timeframes given by LasX, verbally or in writing, are good-faith estimates. Requests for service are addressed in the order received or as LasX determines from its workload at the time. Customers with a ClearCut® Service Order receive priority over customers without one.

Unless the Service Order states otherwise, LasX will not make travel arrangements or order or ship parts until it has received a purchase order from Purchaser that references the Quotation and LasX has accepted it in a written order confirmation. LasX may refuse or suspend Services while Purchaser is in breach of section 2.

4. PURCHASER OBLIGATIONS

Purchaser shall:

(a) provide a safe working environment for LasX personnel, and such access to its premises, accommodations and facilities as LasX reasonably requests;

(b) designate an authorized representative who may approve work, service reports and additional charges;

(c) respond promptly to requests for direction, information, approvals or decisions reasonably necessary for LasX to perform the Services, and provide the materials and information LasX requests;

(d) back up all software, data, programs, recipes and system parameters before service begins. LasX is not responsible for their loss or corruption.

LasX is not liable to the extent its performance is prevented or delayed by any act or omission of Purchaser or its agents, subcontractors, consultants or employees.

5. LIMITED WARRANTY

Except as set forth in section 6, LasX gives Purchaser, and Purchaser alone, the following warranties (together, the "Limited Warranty").

5.1. PARTS

New components manufactured by LasX and used in the Services will be free of material defects in workmanship or materials for 1 year from the date of installation. Components sold by LasX as "used" will be free of material defects in workmanship or materials for 60 days from the date of installation. Components made by others carry only the manufacturer's or vendor's warranty, which LasX passes through to Purchaser to the extent it is assignable. LasX will give Purchaser reasonable help in making a claim under it.

5.2. WORKMANSHIP

LasX will perform the Services in a professional and workmanlike manner. LasX warrants its workmanship for 90 days after the work is completed.

5.3. TRAVEL AND LABOR FOR WARRANTY SERVICE

LasX does not charge for the labor to re-perform defective work under section 5.2. Unless the Quotation or Service Order expressly includes them, Purchaser pays travel time and travel expenses for any warranty visit, and labor to install a replacement component under section 5.1.

6. EXCLUSION OF WARRANTIES

EXCEPT FOR THE LIMITED WARRANTY, LASX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SERVICES OR ANY PRODUCTS OR COMPONENTS USED IN PERFORMING THE SERVICES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED. PURCHASER'S SOLE REMEDY WITH RESPECT TO A BREACH OF THE LIMITED WARRANTY SHALL BE (A) FOR A DEFECTIVE COMPONENT, TO HAVE LASX REPLACE OR REFUND (IN LASX'S SOLE DISCRETION) SUCH DEFECTIVE COMPONENT WITHIN A REASONABLE PERIOD OF TIME, AND (B) FOR DEFECTIVE WORKMANSHIP, TO HAVE LASX RE-PERFORM THE DEFECTIVE WORK WITHIN A REASONABLE PERIOD OF TIME OR, IF LASX CANNOT, REFUND THE FEES PAID FOR THAT WORK. THE LIMITED WARRANTY DOES NOT COVER AND IS VOID WITH RESPECT TO PRODUCTS OR COMPONENTS THAT HAVE BEEN SERVICED BY ANY PERSON OTHER THAN LASX, SUBJECTED TO IMPROPER HANDLING OR STORAGE, NEGLECT, ACCIDENT, DAMAGE DURING SHIPMENT AND OTHER ACTIONS OUTSIDE OF LASX'S CONTROL.

7. CLAIMS

Purchaser shall notify LasX in writing of any claim concerning the Services within 15 days after Purchaser discovers, or reasonably should have discovered, the basis of the claim. A warranty claim must also be made within the applicable warranty period. A claim not made within these times is waived.

8. CLEARCUT® SERVICE PROGRAM

This section applies only where Purchaser has a ClearCut® Service Order.

8.1. SERVICES

LasX will provide the inspection, preventive maintenance, repair, support and upgrade services described in the Service Order (the "ClearCut® Services") in a professional and workmanlike manner. Work outside the Service Order requires Purchaser's authorization and may be invoiced separately under sections 2 and 3.

8.2. COVERAGE LEVEL

The Service Order states Purchaser's coverage level and what it includes, such as travel expenses, travel and labor for warranty service, remote support, software updates, application support, health checks, dispatch priority and discounts on parts and labor. Descriptions of coverage levels on lasx.com are summaries; the Service Order controls.

8.3. FEES AND PAYMENT

Unless the Service Order states otherwise, the ClearCut® program fee is due in full on receipt of the order. Program fees are non-refundable, except that LasX will refund the fee for the unused part of the term, pro rata, if LasX ends the ClearCut® Services other than for Purchaser's default or is unable to continue performing them. Additional unscheduled service visits are payable net 30 days from the invoice date. All other charges are governed by section 2.

8.4. EXCLUSIONS

Unless the Service Order expressly includes them, the ClearCut® Services do not include consumables, wear items, routine maintenance parts, software upgrades or software reinstallation. Replacement parts are covered only by section 5, the LasX Standard System Warranty or the manufacturer's or vendor's warranty, as applicable.

9. INTELLECTUAL PROPERTY

All intellectual property rights in the documents, work product and other materials delivered to Purchaser or prepared by or for LasX in performing the Services (the "Deliverables") are owned by LasX. LasX grants Purchaser a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, perpetual license to use those rights to the extent necessary to make reasonable use of the Deliverables and the Services.

LasX software installed or updated during the Services, including LightGuide®, is not a Deliverable. It is licensed only under the license agreement that governs that software, and the Services grant no new or wider rights in it. If no license agreement exists, Purchaser may use the software only on the equipment on which LasX installed it.

10. CANCELLATION AND DEFAULT

If Purchaser (a) cancels an order after LasX has begun performance or incurred costs in anticipation of it, (b) defaults under these terms or any other agreement with LasX, or (c) becomes insolvent or is the subject of a bankruptcy, insolvency or similar petition, LasX may, without limiting its other rights: (i) cancel or terminate the order or the portion in default; (ii) suspend further Services or shipments until Purchaser re-establishes credit reasonably satisfactory to LasX; or (iii) cancel the unperformed portion of the order and invoice Purchaser for costs incurred and reasonable profit, without liability for failure to provide the Services. If LasX takes legal action to recover money due or to enforce these terms, Purchaser shall reimburse LasX's costs and expenses, including reasonable attorneys' fees.

11. LIMITATION OF LIABILITY

LASX SHALL NOT BE LIABLE TO PURCHASER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LABOR COSTS) ARISING FROM THE PROVISION OF SERVICES, OR USE OF EQUIPMENT OR ANY PRODUCTS SUPPLIED BY LASX IN CONNECTION WITH SUCH SERVICES, BREACH OF THESE TERMS, OR ANY OTHER CAUSE WHATSOEVER, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER PURCHASER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PURSUANT TO THE LIMITED WARRANTY. IN ANY ACTION, PURCHASER SHALL BE LIMITED TO DIRECT DAMAGES, NOT TO EXCEED THE AMOUNT PAID TO LASX FOR THE SERVICES AND EQUIPMENT PARTS THAT ARE THE SUBJECT OF THE CLAIM. FOR CLEARCUT® SERVICES, THAT AMOUNT IS THE PROGRAM FEES ATTRIBUTABLE TO THE 12 MONTHS BEFORE THE CLAIM AROSE, PLUS THE AMOUNT PAID FOR ANY SEPARATELY INVOICED SERVICES AND PARTS THAT ARE THE SUBJECT OF THE CLAIM. PURCHASER ACKNOWLEDGES AND AGREES THAT LASX HAS RELIED ON THE FOREGOING LIMITATION AND PURCHASER ACKNOWLEDGES THAT THIS PROVISION WAS ESSENTIAL IN ESTABLISHING THE PRICING FOR THE SERVICES.

12. EXPORT COMPLIANCE

Purchaser shall comply with all United States export control and sanctions laws that apply to the parts, 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 Services or shipments without liability, and Section 10 applies as if Purchaser had cancelled.

13. GENERAL PROVISIONS

13.1. WAIVER

A waiver is effective only if it is in writing and signed by the party granting it, and does not waive any other condition or obligation.

13.2. SEVERABILITY

If any provision is found overbroad or unenforceable, it shall be narrowed to the extent necessary to make it enforceable, and the remaining provisions stay in effect.

13.3. ENTIRE AGREEMENT AND AMENDMENT

The Quotation or Service Order, these terms and the documents they expressly reference are the entire agreement for the Services and supersede prior or contemporaneous statements about them. Any amendment must be in writing and signed by both parties.

13.4. 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.

13.5. FORCE MAJEURE

LasX is not liable for delay or non-performance caused by events beyond its control or that of its suppliers, including flood, fire, earthquake, epidemic, explosion, war, hostilities, terrorism, civil unrest, government order or action, embargo, national or regional emergency, and strikes or other labor disturbances. The time for performance is extended by the period of the delay.

13.6. SURVIVAL

These terms survive completion of an order and the end of commercial relations between the parties.

13.7. 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.

13.8. ASSIGNMENT AND SUBCONTRACTING

Purchaser may not assign the contract without LasX's written consent. LasX may assign the contract to an affiliate or to a successor to the business that performs the Services. LasX may perform the Services through affiliates and subcontractors and remains responsible for their work.