Terms & Conditions
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1. GENERAL
As used herein, “Supplier” means LACO Technologies, Inc. “Purchaser” means the entity to which Supplier’s offer is made or the entity purchasing the Goods from Supplier. “Goods” means equipment, equipment components, spare parts, accessories, and services furnished to Purchaser by Supplier. “Affiliates” shall mean Atlas Copco AB and its wholly owned subsidiaries. Supplier’s sale of any Goods is expressly conditioned on Purchaser’s assent to these Standard Terms and Conditions of Sale (“Terms”). Any acceptance of Supplier’s offer is expressly limited to acceptance of these Terms. Any terms or conditions (previously, contemporaneously, or hereafter) provided by Purchaser which add to, vary from, or conflict with these Terms are hereby expressly objected to. Unless otherwise expressly agreed in writing by a duly authorized representative of Supplier, these Terms supersede all other communications and agreements. Section headings are for purposes of convenience only. Orders shall be subject to acceptance by Supplier.
2. DELIVERY
Unless otherwise agreed in writing, Goods manufactured, assembled, or warehoused in the continental United States are delivered FCA Origin, and Goods shipped from outside the continental United States are delivered FCA Origin (Incoterms 2020). Where the scheduled delivery of Goods is delayed by Purchaser or by reason of any of the events of force majeure referred to in Section 6, Supplier may deliver such Goods by moving them to storage for the account of and at the risk of Purchaser. Shipping dates are approximate and are based upon prompt receipt of all necessary information and approvals from Purchaser. Supplier reserves the right to make delivery in installments.
3. SECURITY AND RISK OF LOSS
Upon request from Supplier, Purchaser agrees to execute a security agreement covering the Goods sold or other assets and to perform all acts which may be necessary to perfect and assure a security position of Supplier. Notwithstanding any agreement with respect to delivery terms or payment of transportation charges, the risk of loss or damage shall pass to Purchaser and delivery shall be deemed to be complete upon delivery to a private or common carrier or upon moving into storage, whichever occurs first, at the point of shipment for Goods assembled, manufactured or warehoused in the continental United States or at the point of entry for Goods shipped from outside the continental United States.
4. PRICES
The price is payable in full within thirty (30) days of receipt of invoice unless otherwise stated on the face of the PO. Prices quoted for Goods are estimates and may be increased without notice in the event of increases in Supplier’s costs of: (i) transport, labor and materials; (ii) handling of, and compliance with laws and regulations concerning hazardous materials; (iii) handling, delivery and shipping; (iv) energy or fuel; and/or (v) any other costs of supply or of Supplier’s performance arising between the time of quotation and the time of Supply. Prices quoted are exclusive of all applicable taxes, including but not limited to, any value added tax, Federal, state and/or municipal excise, sales and/or use taxes, levies, and duties of any nature whatsoever (“Taxes”) applicable to the Goods and Services. All Taxes shall be paid by Purchaser unless Purchaser provides Supplier with an exemption certificate acceptable to the relevant taxing authority.
5. PAYMENT
Payment terms shall be defined by Supplier in a written quotation. If credit terms are requested, orders will not be processed until credit has been approved by Supplier. For Purchasers with standard payment terms of net sixty (60) days or net ninety (90) days, a 1% or 2% surcharge, respectively, may be applied to the pricing of all Goods purchased. If Purchaser fails to pay any invoice when due, Supplier may defer deliveries under this or any other contract with Purchaser, except upon receipt of satisfactory security for or cash in payment of any such invoice. A service charge of the lesser of 1.5% per month or the highest rate permitted by applicable law shall be charged on all overdue accounts. If Supplier is required to engage the services of a collection agency or an attorney, Purchaser agrees to reimburse Supplier for any reasonable amounts expended in order to collect the unpaid balance. Failure on the part of Purchaser to pay invoices when due shall, at the option of Supplier, constitute a default in addition to all other remedies Supplier may have under these conditions of sale or applicable law. If, in the reasonable judgment of Supplier, the financial condition of Purchaser at any time prior to delivery does not justify the terms of payment specified, Supplier may require payment in advance, cancel any outstanding order, enforce its security interest in any Goods (and proceeds therefrom) sold by Supplier to Purchaser, and take any other reasonable steps to secure itself, whereupon Supplier shall be entitled to receive reasonable cancellation charges. Purchaser shall take all precautions, including obtaining adequate insurance, reasonably necessary to protect Goods in which Supplier has a security interest, until full payment therefor by Purchaser. If delivery is delayed by Purchaser, payment shall become due on the date Supplier is prepared to make delivery. If Supplier is awaiting Purchaser's response or payment for more than thirty (30) days from notice of completion, the greater of $100.00 or 5% of the invoice value may be charged per month as a storage fee for each Good held at Supplier's facility. All fees must be paid prior to the shipment of Goods. Should manufacture be delayed by Purchaser, pro rata payments shall become due if and to the extent required at Supplier by its contracts with the manufacturer. All installment deliveries shall be separately invoiced and paid for without regard to subsequent deliveries. Delays in delivery or non-conformities in any installment shall not relieve Purchaser of its obligations to accept any pay for remaining installments.
6. FORCE MAJEURE
Supplier shall not be liable for loss, damage, detention, or delay, nor be deemed to be in default from causes beyond its reasonable control including but not limited to acts of God, fire, storm, strike or other concerted action of workmen, act or omission of any governmental authority or of Purchaser, compliance with import or export regulations, insurrection or riot, embargo, quarantine, epidemic, pandemic, delays or shortages in transportation, or inability to obtain necessary engineering talent, labor, materials, or manufacturing facilities from usual sources. In the event of delay due to any such cause, the date of delivery will be postponed by such length of time as may be reasonably necessary to make up for such delay.
7. WARRANTY
7.1. Equipment: Supplier warrants that Goods manufactured by Supplier and affiliates shall be free of defects in material and workmanship for a period of 12 months from date of initial shipment. The warranty period for systems that require Supplier on-site commissioning services begins twelve (12) months from date of initial start-up, which shall occur no later than 60 days after initial delivery date.
7.2. Service:
I. Labor: Supplier warrants that any services performed by Supplier in connection with the sale, installation, rebuild, servicing or repair of a Good shall be performed in a workmanlike manner. If any nonconformity with this warranty appears within thirty (30) days after the services are performed, the exclusive obligation of Supplier shall be to re-perform the services in a conforming manner.
II. Parts: Supplier warrants Goods or parts thereof repaired or replaced pursuant to the above warranty under normal and proper use, storage, handling, installation, and maintenance, against defects in design, workmanship and material for a period of ninety (90) days from date of start-up of such repaired or replaced Goods or parts thereof or the expiration of the original Good warranty, whichever is longer.
7.4. Should any failure to conform with this warranty appear prior to or after shipment of the Good to Purchaser during the specified periods under normal and proper use and provided the Good has been properly stored, installed, handled and maintained by the Purchaser, Supplier shall, if given prompt notice by Purchaser, repair or replace, the non-conforming Good or authorize repair or replacement by the Purchaser at Supplier’s expense. Replaced Goods become the property of Supplier.
7.5. When the nature of the defect is such that it is appropriate in the judgment of Supplier to do so, repairs will be made at the site where the Good is located. Repair or replacement under applicable warranty shall be made at no charge for replacement parts (FCA Origin (Incoterms 2020), warranty labor, serviceman transportation, and living costs, when work is performed during normal working hours (8 a.m. to 4:30 p.m. Monday through Friday, exclusive of holidays). Labor performed at other times will be billed at the overtime rate then prevailing for services of Supplier personnel.
7.6. The Supplier warranty does not extend to Goods not manufactured by Supplier or affiliates. As to such Goods, Purchaser shall be entitled to proceed only upon the terms of that particular manufacturer’s warranty. The Supplier warranty does not apply to defects in material provided by Purchaser or to design stipulated by Purchaser.
Used Goods, Goods not manufactured by Supplier or affiliates and Goods excluded from the above warranties are sold AS IS with no representation or warranty, and ALL WARRANTIES OF QUALITY, WRITTEN, ORAL, OR IMPLIED, other than may be expressly agreed to by Supplier in writing, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS, ARE HEREBY DISCLAIMED.
7.7. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS ARE HEREBY DISCLAIMED. Correction of nonconformities as provided above shall be Purchaser’s exclusive remedy and shall constitute fulfillment of all liabilities of Supplier (including any liability for direct, indirect, special, incidental or consequential damage) whether in warranty, strict liability, contract, tort, negligence, or otherwise with respect to the quality of or any defect in Goods or associated services delivered or performed hereunder.
8. LIMITATION OF LIABILITY
8.1. IN NO EVENT SHALL SUPPLIER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, WHETHER IN WARRANTY, STRICT LIABILITY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE GOODS OR FACILITIES, DOWNTIME COST, OR DELAY COSTS.
8.2. EXCEPT AS PROVIDED IN SECTION 12, PATENT INDEMNITY, SUPPLIER’S LIABILITY ON ANY CLAIM WHETHER IN WARRANTY, STRICT LIABILITY, CONTRACT, TORT, NEGLIGENCE OR OTHERWISE FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RELATED TO THIS CONTRACT OR THE PERFORMANCE OR BREACH THEREOF, SHALL IN NO CASE EXCEED THE PURCHASE PRICE ALLOCABLE TO THE GOOD, PART THEREOF OR SERVICE WHICH GIVES RISE TO THE CLAIM. All causes of action against Supplier arising out of or relating to this contract or the performance hereof shall expire unless brought within one year of time of accrual thereof.
9. CONFIDENTIALITY
Supplier and Purchaser (as to information disclosed, the “Disclosing Party”) may each disclose Confidential Information to the other party hereto (the “Receiving Party”). “Confidential Information” shall mean all information related to the business, products, or services of the Disclosing Party that is not generally known to the public, and all pricing and terms of the contract, provided that the obligations of this Section shall not apply as to any portion of the Confidential Information which: (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, its representatives or its affiliates, or (ii) has been or is subsequently independently developed by the Receiving Party, its representatives or affiliates, without reference to the Confidential Information, or (iii) is required to be disclosed by law or valid legal process provided that the Receiving Party who intends to make such disclosure shall promptly notify the Disclosing Party in advance of such disclosure and reasonably cooperate in attempts to maintain the confidentiality of the Confidential Information. The Receiving Party agrees, except as otherwise required by law: (i) to use the Confidential Information only as the Disclosing Party intended it to be used by the Receiving Party in connection with providing or receiving the Good, and (ii) to take reasonable measures to prevent disclosure of the Confidential Information, except disclosure to its employees to the extent necessary to facilitate providing or receiving Goods. Upon the Disclosing Party’s request, the Receiving Party shall destroy or return to Disclosing Party all copies of Confidential Information. If either party or any of their respective affiliates or representatives is required or requested by subpoena, interrogatories, or similar legal process to disclose any Confidential Information, such party agrees to provide the Disclosing Party with prompt written notice of such request, so that the Disclosing Party may seek an appropriate protective order or waive compliance by the Receiving Party with the provisions herein. It is understood and agreed that this Section 9 survives any expiration/termination of the contract.
10. INTELLECTUAL PROPERTY
As between Supplier and Purchaser, Supplier shall retain and own all patents, copyright, trademarks, trade secrets, and other intellectual property embodied in or associated with the Good. Without limiting the generality of the foregoing, Supplier shall retain and own all right, title, and interest in and to all inventions, discoveries, know-how, works of authorship, drawings, designs, processes, and ideas developed, discovered, or conceived by Supplier or its employees in connection with the manufacture of the ordered Goods. No drawings, designs, or anything else provided by Supplier shall be deemed to be “work made for hire” as that term is used in connection with the U.S. Copyright Act.
11. SOFTWARE
In the event the Good contains or otherwise includes software, the software shall remain the proprietary property of Supplier (and/or its affiliates or other third parties who are Supplier’s licensors, if applicable), and in no event shall title thereto be sold or transferred to Purchaser. In the event a Good supplied hereunder contains or otherwise includes software, the following shall apply: (i) subject to Purchaser complying with these Terms, Purchaser is granted a non-exclusive, non-transferable license to properly use the software in machine readable object code form only; (ii) any license so granted is limited to the proper use of the Good containing the software only in the manner authorized by Supplier; and (iii) Purchaser shall not sublicense the software to any other entity nor assign its license rights. Notwithstanding the above, in the event Purchaser transfers (in compliance with all applicable laws and regulations) title to any Good containing the software, the license granted hereby shall transfer to Purchaser’s transferee. Any license granted hereunder shall continue: (i) until terminated in accordance with this contract, or, (ii) for the useful life of the Good in which the software is embedded or is otherwise an integral part, or, (iii) for the useful life of the software, whichever is shorter. Any modification, alteration, or removal or unauthorized use of the software constitute a breach of this contract and shall automatically terminate any license granted hereby. Purchaser shall not (and shall not permit any third party to) create derivative works based on the software, or reverse engineer, or disassemble or decompile the software, or transfer, copy, or modify, the software. In the event a separate written applicable Supplier-provided Software License is provided with the Good, specified in Supplier’s quotation, and/or otherwise communicated to Purchaser, then the software shall be governed, in order of precedence, by the terms of the separate Software License and then by any non-conflicting terms hereof.
12. PATENT INDEMNITY
Supplier shall at its own expense defend any suits or proceedings brought against Purchaser insofar as based on an allegation that Goods furnished hereunder constitute an infringement of any United States patent, copyright, or trademark. Supplier will pay the damages and costs awarded in any suit or proceeding so defended. Supplier’s obligations in this Section are conditioned upon Purchaser promptly (i) notifying Supplier in writing of the third party's claim; (ii) giving Supplier full authority to control the defense and settlement of the suit or proceeding; and (iii) providing Supplier with full information and reasonable assistance at Supplier’s expense. Supplier shall ensure that no such settlement intending to bind Purchaser shall be entered into without Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. In case the Good (or any portion thereof) as a result of any suit or proceeding so defended is held to constitute infringement or its use by Purchaser is enjoined, Supplier will, at Supplier’s option and expense: (i) procure for Purchaser the right to continue using the Good; (ii) replace the Good with substantially equivalent non-infringing Good; (iii) modify the Good so it becomes non-infringing; or (iv) take back the Good and refund or credit monies paid by Purchaser to Supplier for such Good less a reasonable allowance for use. Supplier will have no duty or obligation to Purchaser under this Section to the extent that the Good is (i) supplied according to Purchaser's design or instructions wherein compliance therewith has caused Supplier to deviate from Supplier’s normal designs or specifications, (ii) modified, (iii) combined with items, systems, methods, or processes not furnished by Supplier and by reason of said design, instruction, modification, or combination a claim is brought against Purchaser. If by reason of such design, instruction, modification or combination, a claim is brought against Supplier or its affiliate, Purchaser shall protect Supplier and its affiliate in the same manner and to the same extent that Supplier has agreed to protect Purchaser under the provisions above in this Section. THIS SECTION 12 STATES SUPPLIER’S AND ITS AFFILIATES’ EXCLUSIVE LIABILITY FOR INFRINGEMENT OF ANY THIRD PARTY’S PATENT, COPYRIGHT, AND/OR TRADEMARK.
13. CANCELLATION
Custom Goods are not cancellable once drawings have been approved by Purchaser and are not returnable. All other orders may be cancelled by Purchaser only upon written notice to Supplier and payment of cancellation charges as follows: (i) a minimum cancellation fee of 15% of the order value shall be applied; (ii) additional cancellation fees may apply depending on the amount of work completed at the time of cancellation; and (iii) cancellation fees may include the costs to cover re-stocking of non-standard items, cost of non-returnable materials, repackaging costs, cost of design labor, and an allowance for profit based upon costs and expenses incurred and commitments made by Supplier. Any wrongful non-acceptance of Goods by Purchaser shall be subject to the same cancellation fees.
14. TRADE COMPLIANCE
Each party shall comply with all applicable export control, sanctions, import and other trade-related laws and regulations ("Trade Control Laws").The Purchaser shall not, directly or indirectly, export, re-export, transfer, release, disclose, supply, make available or otherwise use any goods, software, technology, technical data, know-how or services provided under this contract ("Items") in violation of Trade Control Laws or for any activities relating to weapons of mass destruction, missile delivery systems, military end-uses where prohibited, or any other restricted purpose.
The Purchaser represents that the Purchaser is not subject to any sanctions, nor acting on behalf of, and shall not make the Items available to, any sanctioned or otherwise restricted person, entity, destination or end-use. The Purchaser shall obtain, maintain, and comply with all licenses, permits, approvals, and authorizations required under applicable Trade Control Laws. Further, the Purchaser shall not make any Items available, directly or indirectly, to a person or entity in Cuba, Iran, North Korea, Syria, Russia, Belarus, Crimea, or the Russian-occupied territories of Ukraine. Upon request, the Purchaser shall provide information reasonably required to verify compliance with Trade Control Laws and shall promptly notify Supplier of any actual or suspected breach of this clause. Supplier may suspend, refuse, withhold or terminate performance, deliveries, or orders without liability where Supplier reasonably determines that performance may violate Trade Control Laws or where the Purchaser fails to provide requested compliance information. Supplier shall not be liable for any delay, suspension, non-performance, cancellation, or termination resulting from compliance with Trade Control Laws or from information indicating a potential violation thereof. The Purchaser shall not engage in any activity intended to evade or circumvent Trade Control Laws. Any breach of this clause shall constitute a material breach of this contract and entitle Supplier to terminate this contract immediately upon written notice. The Purchaser shall indemnify Supplier against all losses, liabilities, fines, penalties, costs of investigation and attorneys' fees arising from such breach.
The obligations in this clause shall survive termination or expiry of this contract.
15. U.S. GOVERNMENT CONTRACTS
If the Goods are to be used in the performance of a U.S. Government contract or subcontract, Purchaser shall notify Supplier in writing prior to or concurrent with Purchaser’s order, and such notice shall identify: (i) the applicable government contract or subcontract number; (ii) all government contract clauses required to be flowed down to Supplier; (iii) whether the Goods will be subject to any requirements relating to Controlled Unclassified Information, classified information, or cybersecurity; and (iv) whether the procurement is subject to Section 889 of the National Defense Authorization Act for Fiscal Year 2019 or any other supply chain restrictions. Those clauses of the applicable U.S. Government procurement regulations which are required by federal law or regulation, or by the express terms of Purchaser's prime contract with the U.S. Government, to be included in subcontracts or purchase orders of this type shall be incorporated herein by reference, provided that such clauses have been identified in Purchaser's written notice to Supplier. Purchaser represents and warrants that it has accurately and completely identified all applicable government flowdown requirements. If any such government contract clauses impose material additional compliance obligations or costs on Supplier, Supplier shall have the right, upon written notice to Purchaser, to adjust its pricing to reflect such additional costs, or to decline the order without liability. Nothing in this Section shall be construed to expand Supplier's obligations beyond what is expressly required by the applicable government contract clauses so identified.
16. EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS
If applicable to this contract, Supplier and Purchaser shall abide by the requirements of 41 CFR §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment qualified protected veterans and individuals with disabilities.
17. REMEDIES
The remedies expressly provided for in these Terms shall be in addition to any other remedies, which Supplier may have under the Uniform Commercial Code or other applicable law.
18. CHOICE OF LAW AND FORUM
The validity, performance, and all other matters arising out of or relating to the interpretation and effect of these Terms and/or the contract shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether in such State or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Utah. Supplier and Purchaser expressly agree that the United Nations Convention on International Sale of Goods shall not apply. Each party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake County, Utah for the resolution of any dispute arising out of or relating to these Terms or the contract, and waives any objection to such jurisdiction or venue, including on the grounds of forum non conveniens.
19. MISCELLANEOUS
19.1 – Typographical and/or clerical errors in Supplier’s quotations are subject to Supplier’s correction. 19.2. Purchaser’s issuance of a purchase order or Purchaser’s receipt of the Good from Supplier shall (without prejudice to any other manner in which acceptance of these Terms may be evidenced) constitute full acceptance of these Terms. 19.3. These Terms contain the entire agreement between Supplier and Purchaser with respect to terms and conditions and supersede all previous and contemporaneous statements, agreement, and representations with respect to terms and conditions. These Terms cannot be superseded, amended, or modified except by a written agreement signed by an authorized sales manager of Supplier and an authorized representative of Purchaser. Any purchase order issued by Purchaser to Supplier is for Purchaser’s internal purposes and no term or condition stated in such document shall modify these Terms. Supplier’s execution of any document issued by Purchaser shall constitute only an acknowledgment of receipt thereof, and shall not be construed as an acceptance of any of the terms or conditions therein that differ from, conflict with, or add to these Terms. 19.4. Neither party shall assign or transfer the contract without the prior written consent of the other party (which consent shall not be unreasonably withheld); any purported assignment in violation of this sentence shall be void. Irrespective of the foregoing, Supplier may without consent assign the contract (or any of rights or obligations hereunder) to any of its affiliates and/or use sub-contractors. 19.5. The provisions of these Terms are severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision. 19.6. Neither party’s failure to enforce, or its waiver of a breach of, any provision contained in these Terms shall constitute a waiver of any other breach or of such provision. 19.7. All headings, captions and numbering in this document are for convenience of reference only and shall not be used to interpret any meaning of any terms or condition. 19.8. The parties are independent contractors under this contract and no other relationship is intended including, without limitation, any partnership, franchise, joint venture, agency, employer/employee, fiduciary, master/servant relationship, or any other special relationship. 19.9. All rights and obligations contained in these Terms, which by their nature or effect are required or intended to be kept, observed, or performed after the termination or expiration of the order/contract will survive and remain binding upon and for the benefit of the parties, their successors, and permitted assigns.
Effective 10/1/2026