ACCEPTANCE AND ENTIRE CONTRACT
This Sales Order, including these Terms and Conditions (hereafter referred to in its entirety as the “Contract”) shall constitute the entire Contract between Laser Technology, Inc. (LTI) and the purchaser named on the face hereof (“Buyer”) with respect to the products to be supplied hereunder (“Products”), shall specify the full understanding of the parties hereto and shall set forth a complete allocation of the rights between them.
WARRANTY AND DISCLAIMER
All Products sold by LTI are warranted by LTI to be free from defects in materials or workmanship for a period of two years from the date of shipment. Any products found to be defective within the foregoing period will be repaired or replaced at LTI’s option, without charge, or at LTI’s further option, the sales price of the Product will be refunded, provided, in all events that the defect occurred in manufacture and not from any other cause whatsoever. This express warranty is in lieu of and excludes all other warranties, guarantees or representations, express or implied of LTI which makes NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Technical information recommendations and advice as to design, installation, performance and use of the Product engineering and other matters are provided as an accommodation to Buyer and are intended only as suggestions. Although they are believed to be accurate, based on LTI’s best knowledge and experience, LTI assumes no obligation or liability for any results obtained in their use or application and they are not to be construed as establishing any warranty, express or implied. No agent, employee or representative of LTI has any authority to bind LTI to any affirmation, representation or warranty concerning the Products, expect a corporate officer of LTI who agrees to the same in writing. In no event shall LTI be liable for claims for any damages whatsoever (whether direct, indirect, immediate, incidental, foreseeable, consequential or special) suffered by the Buyer or anyone else arising out of any breach by LTI under this Contract.
Prices and other terms of sale are stated in LTI’s current price sheets and are subject to change without notice, unless a contrary provision appears within a current price sheet, prices may be withdrawn without notice at any time. Stenographic or clerical errors are subject to correction.
TERMS OF PAYMENT
Except as otherwise stated on the face hereof, all charges are due and payable 100% within thirty (30) days from the date stated on the face hereof. A one and one-half (1-½%) percent service charge per month will be added to all past due balances, which is an annual rate of eighteen (18%) percent per annum. In the case of Buyer’s default in payment, breach of contract, bankruptcy, insolvency or if Buyer makes as assignment for the benefit of creditors. Buyer’s entire outstanding indebtedness shall become due and payable in full at the option of LTI. Notwithstanding the credit terms stated on the face hereof, if the financial responsibility of the Buyer shall become impaired or shall be deemed unsatisfactory by LTI for any reason, or if Buyer shall default under this Contract or any other Contract with LTI then upon demand by LTI. Buyer shall provide satisfactory security or advance cash payment or cash payment on delivery and shipments may be withheld by LTI until such security or payment is received.
ACCEPTANCE OF ORDERS
All Orders are subject to acceptance by LTI. No assignment of Buyer’s rights may be made without written consent of LTI.
Unless otherwise stated on the face hereof, all shipments are F.O.B. LTI’s factory or point of manufacture and upon delivery to the carrier, all risk of loss or damage to the Product shall be upon the Buyer who shall have the responsibility to the claims against their carrier. Special insurance for any shipment is the responsibility of the Buyer.
LTI shall not be liable for failure to deliver or delay in delivery occasioned in whole or in part by reason of force majeure; fire; flood; explosion; accident; strike; shortage of labor or other labor difficulty; inability to secure parts and materials; acts of God; or other causes or circumstances beyond LTI’s reasonable control of which LTI’s reasonable diligence could not have avoided. Under such circumstances, LTI shall have the right to extend the date of delivery for a reasonable period of time after the period of delay. During any period of shortage due to any of said causes, LTI shall have the right to allocate its available supply of Product among its customers, under this and other contracts, in such manner as it may deem fair and practicable. Buyer is not relieved from accepting delivery at the agreed price when causes interfering with delivery are removed. If delivery is in installments, delay in delivery of any installment shall not relieve Buyer of its obligation to accept deliveries.
All accounts are payable in United States funds, free of exchange, collection, or any other charges.
PARTIAL SHIPMENTS AND PAYMENTS
LTI reserves the right to make partial shipments from time to time and to render invoices thereof which shall be due and payable as provided in said invoices and in the paragraphs above entitled “Remittances” and “Terms of Payment.” If the Buyer becomes overdue in any such partial payment, LTI shall be entitled to suspend shipments and production and/or avail itself of other legal remedies.
TAXES AND OTHER CHARGES
In addition to the price stated on the face hereof, the amount of any sales, use, occupancy, excise or other tax of any nature, federal, state or local, and other charges; now or hereafter levied, for which LTI is legally liable, either initially or through failure of payment by Buyer, shall be added to the price quoted and Buyer agrees to pay the same to LTI.
SHORTAGES & DAMAGES IN TRANSIT
Claims for shortages must be made within ten days after receipt of shipment, but loss or damage to Products in transit is the responsibility of the Buyer.
CHANGES, CANCELLATIONS & SUSPENSIONS
This Contract is subject to change, cancellation or instructions to delay delivery only upon receipt of written notification by Buyer and consent by LTI.
RETURN OF MATERIAL
A Sales return is processed when the following occurs: if the wrong product is shipped, data entry error, customer orders wrong product (customer error), and or cancellation. All other returns are to go through Service/Technical Support.
No products sold by LTI may be returned without LTI’s written consent. All Products returned for reasons other than warranty, or repair need to be returned within 45 days from the original invoice date. All returns are subject to a restocking fee plus freight in both directions and charges for any required reconditioning, unless otherwise specified in writing by LTI. All items need to be returned as received in original packaging; any individual parts missing will be charged, unless otherwise specified in writing by LTI. LTI will not accept returns of opened software packages.
- LTI Direct: The request to return must be received within 45 days from the original invoice date.
- LTI Dealer: The request to return must be received within 6 months of original purchase date with proof of purchase. End Customer – the request to return must be received within 45 days of original purchase date from Dealer.
- After 45 days from the original invoice date, return requests require the Chief Revenue Officer approval.
The contract shall be governed by, construed and enforced in accordance with the laws of the State of Colorado.
The Failure of LTI to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of the contract or to exercise any right thereunder, shall not be construed as a waive or relinquishment of the future exercise of such rights, nor shall it be deemed to be a waiver or relinquishment of any other term, covenant, or condition of the exercise of any other rights under this Contract.
PURCHASER’S ACCEPTANCE OF ABOVE TERMS AND CONDITIONS
Any of the terms and conditions of Buyer’s purchase order which are inconsistent with terms and conditions hereof shall not be binding on LTI and shall not be considered applicable to the sale or shipment of Product referred to herein. Unless Buyer shall notify LTI in writing to the contrary promptly after the receipt hereof by Buyer, acceptance of these Terms and Conditions of Sale by Buyer shall be indicated, inferred and deemed to have been made and in the absence of such notification these Terms and Conditions of sale shall be (unless otherwise specifically agreed to in writing by an officer of LTI) the sole terms and conditions governing any purchase and sales contract entered into between LTI and the Buyer. No course or prior dealings or usage of the trade shall be relevant to give particular meaning to or to supplement or qualify any of these Terms and Conditions.
NONASSIGNABILITY AND SEVERABILITY
Neither this Contract nor any interest or obligation hereunder shall be assignable or transferable by Buyer, in part, without the prior written consent of LTI. If any provision or paragraph of this Contract shall be determined to be illegal or unenforceable, such determination shall not affect the enforceability of any other provision or paragraph of this Contract.
TERMS & CONDITIONS “TRADE CONTROL LAWS”
“[Buyer] understands that exports and re-exports of [LTI – use term from the actual terms and conditions] products and any related software, technical data, service, or technical assistance (individually, an “Item” and, collectively, the “Items”) are subject to U.S. and foreign export, import, customs and economic sanctions laws, regulations, rules and orders (collectively, “Trade Control Laws”). [Buyer] shall not export, re-export or otherwise transfer or provide any Item, or any product incorporating the Item, in contravention of any Trade Control Law or any end-user certificate provided by [Buyer], including to an embargoed or otherwise sanctioned country, to anyone listed on any prohibited persons list published by the U.S., or for a prohibited end-use (such as research on or development of chemical, biological, or nuclear weapons, unmanned air vehicles or missiles; or nuclear explosive or fuel cycle activities or unsafeguarded nuclear activity). [Buyer] shall only use the Items for non-military, peaceful purposes, unless otherwise specifically agreed to in writing by [LTI]. In addition to any other remedy it may have, [LTI] may suspend and/or cancel the export, delivery, installation, and/or any maintenance or repair service of any Item if (a) [LTI] has not received all export-related documentation requested by [LTI], including end-user certificates, (b) [LTI] has not received the governmental approvals that [LTI] deems to be required, or (c) [LTI] believes that such activity may violate any Trade Control Laws or [LTI]’s own compliance policies. [Buyer] must notify [LTI] before providing any technical data to [LTI] that is controlled under any Trade Control Law. [LTI] will not be liable to [Buyer] for any loss or expense if [Buyer] fails to comply with any Trade Control Law or with the provisions set forth herein. [Buyer] shall indemnify [LTI] for all losses, costs, claims, damages and expenses (including attorneys’ fees and expenses) arising from [Buyer]’s violation or alleged violation of any Trade Control Law or of the provisions set forth herein.”
“These commodities, technology and/or software are subject to export control laws, including the U.S. Export Administration Regulations. Exports and re-exports may require an export license from the U.S. and/or other governments. Diversion contrary to U.S. or other export control laws is prohibited.”
ORDER ACKNOWLEDGMENT OR CONFIRMATION
Same as immediately above.
Same as immediately above.
AIRWAY BILL AND OTHER SHIPPING
Same as immediately above.