Store Sales T&Cs
SENTIENT LASERS, LLC Online Standard Terms and Conditions for Sale of Goods
These Standard Terms and Conditions for the Sale of Goods (the “Terms”) apply to all quotes, bids and sales of products and goods (the “Goods”) by Sentient Lasers, LLC (“Sentient”); however, the price and quantity and Delivery Location (as defined below) for the Goods may be separately agreed and/or set forth in a quote delivered by Sentient, an Order issued by the applicable customer (“Buyer”) and accepted by Sentient or by some other communication between Sentient and Buyer (such agreed price, Delivery Location and quantity, together with these Terms).
1. Terms Prevail Over Buyer’s Purchase Order. The parties intend solely for the these express Terms to apply to their transactions. In the event of a conflict between these Terms and any term or condition in any other document, website, order or communication, these Terms control. Any terms and conditions which seek to add to these Terms, including any terms or conditions stated on an Order or website, shall have and be given no effect. These Terms supersede all prior oral or written agreements, proposals, discussions, correspondence, representations, warranties and covenants. No course of prior dealings, acceptance or acquiescence in a course of performance and no usage of the trade shall be relevant to supplement, explain or modify these Terms. All representations, promises, warranties or statements by an agent or employee, if any, of Sentient that differ in any way from these Terms shall be given no effect or force. No waiver or alteration of Terms shall be binding unless in writing signed by an authorized Sentient representative. Notwithstanding the foregoing, if Sentient and Buyer have separately negotiated, agreed to and entered into a separate agreement signed by both parties (“Separate Agreement”), such Separate Agreement shall control over any conflicting Term herein, but only if such Separate Agreement so states.
2. Ordering Procedure.
2.1 Orders. By placing or issuing an Order for Goods to Sentient, or by purchasing from Sentient online, Buyer makes an offer to purchase such Goods pursuant to these terms, and AS-IS with no right of return, refund or exchange unless otherwise stated in the Order and approved in writing by an authorized Sentient representative.
2.2 Acceptance, Rejection and Cancellation of Purchase Orders. Sentient has no obligation to accept any Order; however, Sentient may accept an Order (whether submitted by Buyer or via acceptance of a bid or quote, or online) by confirming the order in writing or by delivering the applicable Goods to Buyer, whichever occurs first (Sentient accepted order, an “Order”). Sentient may reject or cancel an Order, which it may do in its sole discretion, without liability or penalty, and without constituting a waiver of any of Sentient’s rights or remedies under this Agreement.
2.3 Rush Orders. Any Order placed with less than four (4) business days’ notice for delivery may incur a rush order fee which may be up to fifteen percent (15%) additional charge over the prices stated for the Goods.
2.4 Cancellation or Modification. Upon acceptance of an Order, Buyer shall be obligated to purchase from Sentient quantities of Goods specified in such Order. Cancellation or modification of all or part of any Order is subject to Sentient’s prior written consent in each instance. If cancellation or modification is allowed, Buyer agrees to pay to Sentient all expenses incurred and damage sustained by Sentient as a result of the cancellation or modification.
3. Shipment, Delivery, Acceptance and Inspection.
3.1 Shipment. Sentient shall select the method of shipment of and the carrier for the Goods. Sentient, in its sole discretion, without liability or penalty, may make partial shipments of Goods to Buyer, unless otherwise agreed in writing. Each shipment will constitute a separate sale and Buyer shall pay for the Goods shipped, in accordance with the payment terms specified in these Terms, whether such shipment is in whole or partial fulfillment of an Order.
3.2 Delivery. Unless otherwise agreed to in writing by the parties, Sentient will at Buyer’s cost and expense deliver the Goods, at the location specified in the Order (the “Delivery Location”), using Sentient’s standard methods for packaging and shipping.
3.3 Late Delivery. Any time quoted for delivery is an estimate only; provided, however, that Sentient shall use commercially reasonable efforts to deliver all Goods within a reasonable time consistent with the Order.
3.4 Transfer of Title and Risk of Loss. (a) Title to Goods shipped under any Order passes to Buyer upon Buyer’s payment in full for the Goods. (b) Risk of loss or damage passes to Buyer passes upon delivery to the carrier.
3.5 Inspection. If not sold AS-IS with no right of return, refund or exchange, Buyer shall inspect Goods received within one (1) business day following receipt of such Goods (“Inspection Period”) and either accept or, only if any such Goods are Nonconforming Goods (as defined below), reject such Goods. If Buyer discovers any Nonconforming Goods, Buyer must request an authorization from Sentient to return the Nonconforming Goods (the “Return Material Authorization”). In order for Buyer to receive a Return Material Authorization, Buyer shall provide Sentient with the following information prior to expiration of the Inspection Period: (a) the part number or description of the Good, (b) the job or Order number, (c) the quantity of each Good to be returned, and (d) a detailed description of all defects and nonconformities. All defects and nonconformities that are not so specified will be deemed waived by Buyer, and such Goods shall be deemed to have been accepted by Buyer. Upon Buyer’s receipt of the Return Material Authorization from Sentient, Buyer shall return the Goods to Sentient within a number of days and in accordance with the Return Material Authorization. If Buyer timely requests a Return Material Authorization, and returns the Nonconforming Goods to Sentient in accordance with the Return Material Authorization, Sentient shall determine, in its reasonable discretion, whether the Goods are Nonconforming Goods. If following receipt of the Goods in accordance with a Return Material Authorization Sentient determines that such Goods are Nonconforming Goods, Sentient, in its sole discretion, shall either: (i) replace such Nonconforming Goods with conforming Goods; or (ii) refund to Buyer such amount paid by Buyer to Sentient for such Nonconforming Goods returned by Buyer to Sentient. Buyer shall ship, at Sentient’s request and expense, all Nonconforming Goods to Sentient’s designated location. If Sentient exercises its option to replace Nonconforming Goods, Sentient shall ship to the Delivery Location, at Sentient’s expense and risk of loss, the replacement Goods. THE REMEDIES SET FORTH IN THIS SECTION 3.5 ARE BUYER’S EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING GOODS, SUBJECT TO BUYER’S RIGHTS UNDER SECTION 6.3 WITH RESPECT TO ANY SUCH GOODS FOR WHICH BUYER HAS ACCEPTED DELIVERY UNDER THIS SECTION 3.5. “Nonconforming Goods” means any goods received by Buyer from Sentient pursuant to an Order that: (A) do not conform to the Goods listed in the applicable Order; (B) do not conform to the Specifications; or (C) exceed (and then only to the extent the goods exceed) the quantity of Goods ordered by Buyer pursuant to an Order. Where the context requires, Nonconforming Goods are deemed to be Goods for purposes of this Agreement.
4. Price and Payment.
4.1 Price. Buyer shall purchase the Goods from Sentient at the prices set forth online or in the Order, or if no prices are set forth in the Order at Sentient’’s then-current list price posted online for such Goods (the “Prices”).
4.2 Shipping Charges, Insurance and Taxes. All Prices are exclusive of, and Buyer is solely responsible for, and shall pay all taxes, levies, imposts, duties, deductions, charges, fees or withholdings imposed, levied, withheld or assessed by any governmental authority, with respect to, or measured by, the manufacture, sale, shipment, use or Price of the Goods (including interest and penalties thereon); provided, however, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Sentient’s income, revenues, gross receipts, personnel or real or personal property.
4.3 Payment Terms. Buyer shall pay Sentient in advance for each Order before shipping and delivery; or, if otherwise agreed in writing, not longer than thirty (30) days from the date of such invoice or writing. Buyer shall make all payments in US dollars by credit card, ACH or wire transfer. If Sentient accepts payment via credit card or other payment card, Buyer hereby agrees to pay an additional 3% of the amount of such payment.
4.4 Late Payments. Buyer shall pay interest on all late payments calculated daily and compounded monthly, at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Buyer also shall reimburse Sentient for all reasonable costs incurred by Sentient in collecting any late payments, including enforcement costs by effort of in-house efforts, and/or actual attorneys’ fees and costs. In addition to all other remedies available at law or in equity, (which Sentient does not waive by the exercise of any rights hereunder), if Buyer fails to pay any undisputed amounts when due, Sentient may cancel such order or suspend the delivery of any Goods with no continuing obligation of any kind by Sentient to Buyer.
4.5 No Set-off Right. Buyer shall not have, and acknowledges that it does not have any right at law or hereunder to withhold, offset, recoup or debit any amounts owed (or to become due and owing) to Sentient. Sentient shall not accept returned goods as payment for any sum due.
5. Term; Termination.
5.1 Termination. In addition to any remedies that may be provided hereunder, Sentient may in its sole discretion terminate an Order with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due; (ii) has not otherwise performed or complied with the terms of any Order, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
5.2 Effect of Expiration or Termination. Any termination hereunder automatically operates as a cancellation of any deliveries of Goods to Buyer that are scheduled to be made subsequent to the effective date of termination, whether or not any orders for such Goods had been accepted by Sentient. With respect to any Goods that were not paid for in advance and which are still in transit upon termination of this Agreement, Sentient, in its sole discretion, may require that all sales and deliveries of such Goods be made on either a cash-only or certified-check basis.
6. Limited Warranty.
6.1 Limited Product Warranty. Goods sold by Sentient are AS-IS, unless otherwise agreed in writing, in which case such Goods will be subject to the then-current standard limited warranties available on Sentient’s website [link], if any, at the time of delivery of the Goods (the “Limited Warranties”).
6.2 Warranty Limitations. If not sold AS-IS, any applicable Limited Warranties shall not apply to any Good that (a) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Sentient, if any; or (b) have been reconstructed, repaired or altered by anyone other than Sentient or without Sentient’s express, written authorization.
6.3 Buyer’s Exclusive Remedy. Notwithstanding any other provision herein, in the case of Goods that were not sold AS-IS, this Section 6.3 contains Buyer’s exclusive remedy for a breach of Section 6.1. Buyer’s remedy under this Section 6.3 is conditioned upon Buyer’s compliance with its obligations under this Section 6.3. During a warranty period, with respect to any Goods alleged to be in breach of Section 6.1: (a) Buyer shall notify Sentient, in writing, of any alleged claim or defect within ten (1) day from the date Buyer discovers, or upon reasonable inspection should have discovered, such alleged claim or defect (but in any event before the expiration of the applicable warranty period); (b) Buyer shall obtain a Return Material Authorization in accordance with Section 3.5 and ship, at Sentient’s request and expense, such allegedly defective Goods to Sentient’s designated location for inspection and testing by Sentient; (c) if Sentient’s inspection and testing reveals that such Goods are defective and any such defect has not been caused or contributed to by any of the factors described under Section 6.1 above, then Sentient, in its sole discretion and at its expense, shall repair or replace such defective Goods; and (d) Sentient shall ship to Buyer, at Sentient’s expense, the repaired or replaced Goods to the Delivery Location. THIS SECTION 6.3 SETS FORTH BUYER’S SOLE REMEDY AND Sentient’s ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED PRODUCT WARRANTY, SET FORTH IN THIS SECTION 6.
6.4 DISCLAIMER OF OTHER WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 6 (A) NEITHER SENTIENT NOR ANY PERSON ON SENTIENT’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; AND (B) BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SENTIENT, OR ANY OTHER PERSON ON SENTIENT’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6.
7. Limitation of Liability.
7.1 NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT
SHALL SENTIENT OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SENTIENT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
7.2 MAXIMUM LIABILITY FOR DAMAGES. IN NO EVENT SHALL SENTIENT’S AGGREGATE LIABILITY ARISING OUT OF AN ORDER OR THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SENTIENT PURSUANT TO THE APPLICABLE ORDER GIVING RISE TO THE CLAIM.
7.3 ASSUMPTION OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE RELATED TO THE USE OF SUCH GOODS.
8. Intellectual Property Rights. Buyer acknowledges and agrees that any intellectual property rights that may relate to the manufacturing or sale of the Goods are the sole and exclusive property of Sentient or its third party grantees or licensors, and Buyer shall not acquire any ownership interest in any of Sentient’s intellectual property rights. Any goodwill that may be derived from the use by Buyer of Sentient’s intellectual property rights inures to the benefit of Sentient or its third-party licensors. Without limiting the foregoing, all tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications and test reports) used by Sentient in connection with its manufacture, sale or distribution of the Goods, together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances thereto are owned by Sentient or its affiliates, and Buyer has no right, title, or interest in or to any such tooling.
9. Confidentiality. All non-public, confidential, or proprietary information of Sentient, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, that Sentient might have disclosed to Buyer, whether disclosed intentionally, inadvertently, orally or disclosed or accessed in written, electronic or other form or media, and regardless of whether marked, designated, or otherwise identified as “confidential,” remains confidential, and may not be disclosed or copied unless authorized in advance by Sentient in writing. Upon Sentient’s request, Buyer shall promptly return all documents and other materials received from Sentient. Sentient will be entitled to injunctive relief for any violation of this Section 9, without having to post bond or establish the insufficiency of a remedy at law. This Section 9 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party if such third party had rightful, authorized access.
10. Sentient’s Remedies.
10.1. Specific Performance. Buyer acknowledges Sentient is not an original equipment manufacturer, and that the specially ordered, pre-owned, used or refurbished Goods, as the case may be and sold hereunder, are unique, not fungible, and without readily available substitutes or other buyers. Therefore, Buyer acknowledges that money damages alone could be an inadequate remedy for Sentient in the event of Buyer’s threatened or actual material breach or repudiation of an Order or of these terms. Without prejudice to any of Sentient’s other rights and remedies, Sentient shall be entitled to equitable relief (including, without limitation, a decree of specific performance or injunctive relief) concerning any threatened or actual material breach or repudiation of an Order or these terms by Buyer. The Parties expressly agree and intend this stipulation definitively to demonstrate irreparable harm should Sentient seek injunctive relief to obtain payment and to require Buyer to take delivery at Buyer’s expense. The Parties further expressly agree and intend that the Utah Uniform Commercial Code (“UCC”) shall apply to all Orders, but does not limit or displace any law and equity principles at common law, but instead such common law principles shall supplement the Utah UCC.
10.2 No Duty to Mitigate Damages. Buyer hereby waives any duty of Sentient to mitigate or attempt to mitigate damages in the event of Buyer’s breach, anticipatory breach, or repudiation of any Order or these Terms. In such event, Sentient shall have no duty to seek from Buyer, or offer Buyer any opportunity to effect, a retraction of a repudiation. Material breach or repudiation by Buyer shall terminate any obligation by Sentient to Buyer and Sentient shall be entitled to any and all rights and remedies at law, equity or by statute.
10.3. Lost Volume Seller. Buyer hereby acknowledges, stipulates and agrees as follows: (a) Sentient is a “lost-volume seller;” (b) Sentient does not have an unlimited supply of standard-priced goods; (c) in the event of breach and non-performance by Buyer, Sentient would have made other sales in the ordinary course of the Sentient’s business, despite the Buyer’s breach; (d) Sentient shall not be deprived of the profit from such additional sales; (e) the breaching Buyer shall not be permitted to count the proceeds from Sentient’s additional sales in mitigation; (f) Sentient will not be made whole by the resale of Goods or market price differentials, which are inadequate for compensating Sentient in accordance with Utah UCC 2-708(1); Buyer’s breach shall be deemed to have reduced Sentient’s total number of sales as derived and contemplated in Utah UCC 2-708(2).
11.1 Relationship of the Parties. The relationship between Sentient and Buyer is solely that of vendor and vendee, and are independent contracting parties.
11.2 Survival; Statute of Limitations. Any provision that, in order to give proper effect to its intent, should survive such expiration or termination, including, without limitation, Section 3.5, Section 4, Section 6 and Section 7, will survive the expiration or earlier termination of an Order.
11.3 Severability. If any term or provision herein is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties shall negotiate in good faith to modify the applicable Order to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
11.4 Right to Manufacture and Sell Competitive Goods. These Terms do not limit Sentient’s right to manufacture, sell, distribute or preclude Sentient from manufacturing, selling, or distributing goods to any person or entity, or from entering into any agreement with any other person or entity related to the manufacture, sale or distribution of the Goods, and other goods or products that are similar to or competitive with the Good or with Buyer’s business.
11.5 Waiver. No waiver of any right by Sentient is effective unless it is in writing and signed by an authorized representative of Sentient. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising an Order or these Terms: (a) any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition hereunder; or (b) any act, omission or course of dealing between the parties.
11.6 Assignment. Buyer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Sentient. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations in an order or hereunder.
11.7 Force Majeure. Sentient’s performance hereunder is subject to postponement or cancellation, in its sole discretion, for any cause beyond its reasonable control. This provision does not exclude, but rather augments, application of the doctrine of impracticability at common law or under the UCC, e.g., 70A-2-615, entitled “Excuse by failure of presupposed conditions.”
11.8 Successors and Assigns. These Terms are binding on and inures to the benefit of the parties and their respective permitted successors and permitted assigns.
11.9 Business-to-Business; Transaction Between Merchants. The Parties agree they are Merchants under the UCC; Orders or transactions between them are not consumer transactions, and the Parties hereby expressly exclude from these Terms or the understandings of the Parties any consumer protection law, statute or regulation.
11.10 Complete Understanding / Modifications. These Terms constitute the complete understanding and intent of the parties concerning the subject matter hereof and supersedes all prior understandings, negotiations or offers, written or oral. These Terms may be amended only in writing, signed by an authorized representative of Sentient. Buyer hereby represents that it has read and understands every word and each provision of this Agreement and has had ample time to ask questions and to seek legal counsel if before placing an Order or entering into any other transaction with Sentient, Buyer had any questions about any aspect of these Terms or a transaction. Buyer shall not insert or attempt to insert any additional or different terms pertaining to the sale of the Goods hereunder. Buyer agrees that no such attempts by Buyer can be construed as Sentient’s acceptance of any additional or different terms. Any purported changes, alterations, modifications, amendments, or additions to these Terms that do not precisely fulfill this requirement are not valid. The provisions herein shall be given their fair meaning shall not be strictly construed against Sentient.
11.11. Attorneys’ Fees and Administrative or other Costs. Buyer shall reimburse Sentient for all costs and expenses Sentient incurs (including but not limited to expert witness fees, actual attorneys’ fees, or collection agency or any other enforcement fees) in its efforts to enforce any of these terms, including to recover damages for breach of contract, or to collect any amounts due Sentient hereunder. Regardless whether Sentient has outside counsel or in-house agent and/or a non-attorney represent it in a dispute, mediation, arbitration, or litigation, Sentient shall recover from Buyer as an uncontested element of damage, reasonable attorneys’ fees and cost incurred to have outside counsel review and/or help Sentient prepare material for or to engage in such proceeding, as if outside counsel were of record in such proceeding.
11.12. Dispute Resolution. Sentient’s Dispute Resolution Policy applies [link] 11.13. Notice. Any required notices shall be provided in writing to Buyer at the address on its Order, or by email on record with Sentient, and to Sentient by email at