CONDITIONS OF SALE
SALES AGREEMENT MADE UPON PURCHASE
CONDITIONS OF SALE
The following Conditions of Sale supersede all prior or coexisting negotiations, commitments, agreements (written or oral), and writings between Laser Dynamics and you, (“buyer”), with respect to the subject matter hereof. Laser Dynamics rejects any terms or conditions proposed by (“buyer”) that conflicts with the following Conditions of Sale regardless of whether the terms and conditions are contained in any of (“buyer’s”) business forms (including any purchase orders). All such other negotiations, commitments, agreements, and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement, or writing will have no further rights or obligations thereunder. An acceptance of the order acknowledgment and shipment of parts to our facility signifies (“buyer’s”) promise to adhere to the Conditions of Sale.
CONTRACT MODIFICATIONS: When an alteration to the customer’s drawing specifications or material specifications is required, Laser Dynamics shall issue a Waiver Deviation Request to (“buyer”) to be signed and approved. Both parties must agree in writing to the alterations before the job can proceed to manufacturing. Upon acceptance in writing by Laser Dynamics, (“buyer”) may request reasonable changes in (1) drawings, designs, and specifications; (2) quantities; (3) place and/or method of delivery. If any of the aforementioned changes increase or decrease the expenses or delays Laser Dynamics’ performance, Laser Dynamics reserves the right to perform a price adjustment and/or time of delivery.
CANCELLATION OF ORDER: Laser Dynamics allows orders to be withdrawn or canceled without complications or fees up until the point of production. Due to the nature of Laser Dynamics’ business, the parts are considered to be special or custom parts; (“buyer”) may not cancel the order under any circumstances after the parts have entered production; (“buyer”) is responsible for full payment of the order hereafter.
LIMITATIONS OF LIABILITY: Laser Dynamics shall not be liable, to the extent permitted by law, for any of the (“buyer’s”) potential loss of business, lost profits or data, business interruption, damage to reputation, degradation in value, indirect, special, incidental, or consequential damages. Laser Dynamics’ total liability for parts or product damages shall not exceed the total purchase price for the parts or products.
FORCE MAJEURE: Neither Laser Dynamics and (“buyer”) shall be liable for delays or any failure to perform to the extent that any such failures or delays arise from acts of God (fires, floods, or other catastrophes), war, civil insurrection or disruption, riots, government acts or regulations, strikes, lockouts or labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any other circumstance or cause beyond the reasonable control of Laser Dynamics or (“buyer”).
DOCUMENTATION: Laser Dynamics provides the following documentation for the product: Certification of Compliance and Inspection Sheets when deemed appropriate. Packing lists are not provided unless explicitly requested in writing between (“buyer”) and Laser Dynamics; the Certificate of Compliance contains all of the data that a packing list contains except a packing list number.
SHIPMENT: All shipments are F.O.B. Hutchinson, Minnesota. Unless otherwise agreed to in writing by both parties, (“Buyer”) resumes the responsibility of paying for all shipping and handling costs and shall provide a legitimate and active carrier account number to charge for all shipments. Laser Dynamics shall always use reasonable means to comply with (“buyer’s”) packaging requirements and method of transportation; but, Laser Dynamics reserves the right to use an alternate method of transportation, regardless of a potential higher cost to (“buyer”) if the method specified by (“buyer”) is unavailable or would compromise the product quality, safety or delivery time. Laser Dynamics has the right to make partial shipments of parts to (“buyer”) without liability or penalty. Each shipment will constitute a separate sale, and (“buyer”) will pay for the units shipped whether the shipment is in whole or partial fulfillment of (“buyer’s”) purchase order.
DELIVERY: Laser Dynamics, in good faith, will do its best to ship within its quoted delivery estimate to (“buyer”). All lead times stated for delivery from the Effective Date are to be treated as estimates only and do not involve any contractual obligations. The Effective Date is defined as the latter date between the arrival of the parts to Laser Dynamics’ facility, the receipt of an acceptable purchaser order (per our purchase order requirements document), or additional paper-work such as drawings or standards that are necessary to execute the order. Laser Dynamics is not accountable for the due date defined on (“buyer’s”) purchase order due to differing Effective Dates. Laser Dynamics will not be liable for any delays, loss, or damage in transit and (“buyer”) agrees that failure to deliver within the time estimated will not be a breach of contract, cause for cancellation, or cause for retribution.
RISK OF LOSS OR DAMAGE: The (“buyer”) resumes the risk of loss or damage upon Laser Dynamics’ delivery to the carrier. In the event that Laser Dynamics is unable to deliver the products to the designated delivery location according to (“buyer’s”) purchase order because (“buyer”) has failed to provide appropriate instructions, documents, licenses or authorization, Laser Dynamics has the right to store the parts until (“buyer”) can take possession of them. (“Buyer”) will be responsible for reimbursing Laser Dynamics for any and all costs of return shipment and cost of storage.
REJECTION OF PRODUCTS: Laser Dynamics maintains that all parts shipped (excluding parts that are segregated and labeled “rejects” or “nonconforming product”) are free from defect and considered to be quality parts (conforming product). (“Buyer”) reserves the right to determine the quality and performance of the parts within 10 days of their arrival. The parts will be deemed acceptable after the 10-day deadline unless (“buyer”) notifies Laser Dynamics in writing of any nonconforming parts with evidence or other required documentation. (“Buyer”) may request additional time to inspect the parts in writing to Laser Dynamics; additional time for inspection is not allocated without notification in writing to Laser Dynamics. If (“buyer”) determines that some of the parts that were shipped as conforming product are in fact non-conforming, Laser Dynamics will, at its option, perform re-work of the non-conforming parts or refund the appropriate amount for those parts. Also, any additional shipping and handling expenses sustained by the (“buyer”) for the re-work of the parts will be incurred by Laser Dynamics. In no event will Laser Dynamics be held liable for lost profits or commercial losses, direct or indirect losses, incidental, punitive or consequential damages, even if Laser Dynamics has been notified of the possibility thereof.
PAYMENT: Payment shall be made in full without withholding of any kind (save where this by law, cannot be excluded). Payment shall be in the currency of United States Dollars within 35 days of the date of invoice. The orders may be invoiced at any time after their completion and shipment to (“buyer”) from Laser Dynamics’ facility. In the event that (“buyer”) fails to make payment within 35 days of the date of the invoice, a 1.5% monthly (18% annum) finance charge will be assessed to (“buyer’s”) account for all invoices that are past due.
TAXES: The prices listed in Laser Dynamics’ invoices do not include taxes or other shipping costs unless explicitly specified in writing in a previous agreement with (“buyer”). All taxes, fees, or other charges of any kind imposed by any federal, state, or other governmental authority of which Laser Dynamics is required to collect or pay with respect to the production, sale, or shipment of the parts shall be the responsibility of (“buyer”). (“Buyer”) agrees to pay all such applicable taxes and further agrees to reimburse Laser Dynamics for any such payments made by Laser Dynamics.
SEVERABILITY: If there are any clauses or parts of clauses within this agreement that are declared illegal, invalid or unenforceable under applicable Minnesota State law or federal law, the affected clause will be considered expunged or will be modified to conform to the applicable law. The legality, validity, and enforceability of all other remaining clauses or parts of clauses will remain in full force and effect.