1. Acceptance:
a. No order to purchase any product (“Product”) from L S Enterprise LLC shall be binding upon L S Enterprise LLC until accepted in a written acknowledgement by an authorized L S Enterprise LLC Managing Partner. All orders by Purchaser shall be subject to credit screening and approval and these Standard Terms and Conditions (“Terms and Conditions”).
b. L S Enterprise LLC’s acceptance of any agreement to sell shall be conditioned on Purchaser’s assent to these complete and unaltered Terms and Conditions. Purchaser’s assent shall be deemed given unless Purchaser notifies L S Enterprise LLC in writing to the contrary within five (5) days after L S Enterprise LLC provided to Purchaser written acknowledgement of such order, and returns any Products shipped by L S Enterprise LLC, unopened in the original packaging within five (5) days of receipt. No provision of L S Enterprise LLC’s Terms and Conditions shall be subject to change in any manner, except as agreed to in writing by a duly authorized L S Enterprise LLC Managing Partner. These Terms and Conditions supersede any and all other agreements or understanding, whether written or oral, that may exist between L S Enterprise LLC and Purchaser, unless otherwise agreed to in writing by L S Enterprise LLC. These Terms and Conditions shall supersede all terms and conditions contained in or attached to orders submitted on Purchaser’s forms, where such forms contain conflicting or inconsistent statements, clauses, or conditions. Any such statements, clauses or conditions contained in any forms of the Purchaser shall not be effective or binding upon L S Enterprise LLC, and the rights and liabilities of L S Enterprise LLC shall be determined solely by these Terms and Conditions. By accepting and consummating any such order, L S Enterprise LLC shall not be deemed to have in any way diminished its rights, remedies, liabilities, or obligations as fixed by these Terms and Conditions. If any provision of these Terms and Conditions is declared invalid or unenforceable, then such provision shall be severed from and shall not affect the remainder of these Terms and Conditions.
c. These Terms and Conditions may be supplemented with other written terms and conditions provided by L S Enterprise LLC. In the event of conflict between any portion of these Terms and Conditions and any portion of any other written terms and conditions provided by L S Enterprise LLC, these Terms and Conditions shall prevail unless agreed otherwise, in writing, by a duly authorized L S Enterprise LLC Managing Partner.
2. Pricing and Payment:
The Product ordered shall be invoiced at the price in effect at the time of shipment or in accordance with L S Enterprise LLC’s quoted amount, unless otherwise agreed to in writing by L S Enterprise LLC. All prices are stated and shall be paid in United States Dollars (US$). Unless stated otherwise in writing on L S Enterprise LLC Order Acknowledgement, the purchase price is due, in full, within thirty (30) days after the invoice date. Past due amounts shall bear an interest rate of one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is less. Purchaser shall bear all collection costs, including, without limitation, reasonable attorneys’ fees and litigation costs. Any invoice disputes not raised within ten (10) days from the invoice date are waived. Clerical errors on invoices may be corrected by L S Enterprise LLC at any time.
3. Storage Fee:
Unless previously agreed upon by L S Enterprise LLC and Purchaser, L S Enterprise LLC will store the Product free of charge for fifteen (15) days after the initially agreed upon ship date, as set at time of contract signing. After the fifteenth (15th) day, Purchaser agrees to pay a storage fee of three percent (3%) of the order value per fifteen (15) days, starting thirty (30) days after the original ship date. Storage fee invoicing will continue every fifteen (15) days until the order ships. The storage fee invoices shall be due in full upon receipt of invoice for storage fees, regardless of whether Purchaser has been invoiced or has paid for the Product.
a. NOTE: Alternately, L S Enterprise LLC reserves the right to cancel customer-delayed orders and reallocate materials to other customer orders. If this is done, storage fees will not apply.
4. Purchase Money Security Interest:
a. To secure payment and performance of all liabilities, duties, and obligations of Purchaser to L S Enterprise LLC, including invoices issued by L S Enterprise LLC to Purchaser, interest, fees, charges, and any and all other amounts and obligations of Purchaser to L S Enterprise LLC of any nature that may be due and payable from Purchaser to L S Enterprise LLC from time to time (collectively, the “Obligations”), Purchaser hereby grants to L S Enterprise LLC, acting as creditor, a purchase-money security interest (as that term is defined In Section 9-103(b) of Article 9 of the U.C.C. as enacted in Pennsylvania [the “UCC”]) in:
i. All Product manufactured by or sold by L S Enterprise LLC, whenever and by whomever sold or delivered, directly or indirectly, to or for the benefit of Purchaser, wherever located, now owned and hereafter acquired;
ii. All replacement and substituted Product, including repossessions and returns;
iii. All proceeds from the sale or other disposition of the foregoing; and
iv. All existing subsequently arising accounts and accounts receivable and supporting obligations, which may from time to time hereafter come into existence during the term of the agreement between L S Enterprise LLC and Purchaser (collectively, the Collateral”).
L S Enterprise LLC’s security interest attaches to all Products that Purchaser buys from L S Enterprise LLC, as well as to all subsequent and outstanding obligations between L S Enterprise LLC and Purchaser upon receipt of the Products and/or receipt of invoice.
b. The security interest granted hereunder shall constitute at all times a valid first priority purchase money security interest vested in L S Enterprise LLC in and upon all of the Collateral pursuant to Section 9-103(b) of the UCC, and shall not become subordinate or junior to the security interests, liens, encumbrances or claims of any other person, firm or corporation, including the United States or any department, agency or instrumentality thereof, or any state, county or local governmental agency. Purchaser hereby authorizes L S Enterprise LLC to file such UCC financing statements without Purchaser’s signature and to generally take such other actions as are reasonably required to perfect L S Enterprise LLC’s purchase money security interest in the Collateral for purposes of the UCC. L S Enterprise LLC may, as Purchaser’s attorney-in-fact, execute, deliver on behalf of Purchaser, and file any such financing statements or other documents or instruments as may be necessary to protect, perfect or maintain the perfection of the security interest granted herein. This appointment is coupled with an interest and is irrevocable so long as any obligations remain outstanding hereunder. Purchaser shall maintain the Collateral, to the extent applicable, in its original condition but for the ordinary wear and tear and shall insure the Collateral against all expected risks.
5. Default:
a. Any of the following shall constitute a Purchaser’s default hereunder:
i. Failure of Purchaser to pay any obligations which become due according to the terms of any invoices, or any other amount payable to L S Enterprise LLC when due;
ii. Failure of Purchaser to observe or perform any of Purchaser’s obligations herein;
iii. Failure of Purchaser to pay its debts as they come due;
iv. Failure to pay or default by Purchaser on any bank loan;
v. Purchaser’s credit or financial condition has become impaired; or
vi. Any bankruptcy, insolvency, or assignment by Purchaser for the benefit of creditors.
b. Following a default as defined hereunder, L S Enterprise LLC may:
i. Declare all Obligations due and payable;
ii. Require Purchaser to assemble the Collateral and make it available to allow L S Enterprise LLC to take possession of the Collateral;
iii. Repossess and remove any of the Collateral from Purchaser with or without notice;
iv. Exercise any and all other rights and remedies of a secured party under Article 9 of the UCC; and
v. Suspend any further Product deliveries until Purchaser pays its obligations in full.
c. If L S Enterprise LLC believes that the prospect of payment or performance of any obligations of Purchaser is materially impaired, L S Enterprise LLC may make a demand for adequate assurances of performance by Purchaser and Purchaser shall provide such within five (5) days. As part of its demand for adequate assurances, L S Enterprise LLC may demand a credit report from one or more credit agencies, as well as complete financial statements with respect to Purchaser and any guarantors. Pending such assurances, L S Enterprise LLC may limit sales and deliveries to Purchaser to a cash-on-demand (C.O.D.) basis.
6. Taxes:
All government charges upon the production, shipment or sale of the Product or Service, including, without limitation, use, occupation, export and import taxes, and any other impositions by any government whatsoever, direct, or indirect, including those required to be collected by L S Enterprise LLC, shall be paid by Purchaser or, in lieu thereof, Purchaser shall furnish L S Enterprise LLC with an exemption certificate acceptable to the taxing authority. L S Enterprise LLC reserves and Purchaser disclaims all rights to drawback of duties paid on materials used in the manufacture of the Product. Purchaser shall supply L S Enterprise LLC with proof of exportation and all other documents necessary and otherwise cooperate to obtain payment thereof.
7. Shipment and Title:
Unless otherwise agreed to by L S Enterprise LLC, Purchaser is responsible for all shipment costs and all shipments are EX WORKS. Unless otherwise agreed by L S Enterprise LLC, once L S Enterprise LLC notifies Purchaser that the Product is available at Purchaser’s disposal, title to the Product passes to the Purchaser, and Purchaser bears all risks of loss or damage to the Product from that point forward.
8. Changes and Cancellations:
Order changes or cancellations are subject to L S Enterprise LLC’s written approval, and additional charges may apply. L S Enterprise LLC shall not be liable for any delays due to order changes. L S Enterprise LLC may make changes in its Product without obligation to install or manufacture such changes in any Product manufactured prior thereto. L S Enterprise LLC may make such changes to any ordered Product as does not, in L S Enterprise LLC’s reasonable judgment, interfere with the satisfactory operation of the Product. If Purchaser cancels any order, in whole or in part, or if L S Enterprise LLC terminates an order due to Purchaser’s violation of any duty to L S Enterprise LLC, L S Enterprise LLC may charge Purchaser a cancellation charge of:
a. If no material has been produced: No cancellation fee.
b. If material has been produced but not yet modified from “standard” sizes: Up to twenty-five percent (25%) of what the total price of the order (or, if applicable, the portion cancelled) would have been if invoiced as of the date of cancellation.
c. If material has been produced and modified from “standard” sizes: Up to one hundred percent (100%) of what the total price of the order (or, if applicable, the portion cancelled) would have been if invoiced as of the date of the cancellation, depending on the ability to resell the product.
9. Returns:
No Product may be returned for credit or otherwise unless Purchaser receives L S Enterprise LLC’s authorization. The Product must be returned in good condition, in its original packaging with complete identification and with all supporting documentation detailing of any claimed defect as required by L S Enterprise LLC. All shipping and freight charges for any returns shall be arranged and prepaid by the Purchaser. The returned Product may be subject to a restocking charge. The returned Product must be securely packed in its original packing materials and adequately insured and protected to reach L S Enterprise LLC or its manufacturer of origin without damage. All costs incurred by L S Enterprise LLC to restore equipment and/or product to L S Enterprise LLC’s specifications will be charged to the Purchaser, including any handling charges. Product manufactured specifically according to the design or specification of the Purchaser (collectively, the “Specifications”) may not be returned for credit.
a. Restocking Charges:
i. Minimum of fifty percent (50%) of the as-ordered Product price.
ii. Potential Credit for returned Product may reflect a lesser gauge than the ordered Product, if there is no demand for the ordered Product gauge.
iii. An additional handling/disposal charge of up to $500 maybe charged if returned Product is not usable.
b. Returned Product Requirements:
i. Product must be returned undamaged with no evidence of long-term storage or brittleness.
ii. Know that returned Product will be inspected upon receipt.
iii. Poorly packaged and/or damaged returns will be rejected.
iv. All returns require written authorization (and accompanying RMA#) prior to returning the products.
v. RMA# must be listed on the shipping documents, or delivery of the returned Product will not be accepted.
vi. All “standard” size (“stock”) return Product must be in its original as-shipped form (length, width, height, finish, etc.) and be in good re-sellable condition.
10. Inspections and Claims:
It is the consignee’s responsibility to inspect incoming freight for damaged and/or missing items. Immediately upon receipt of the Product, Purchaser must inspect the Product. Any damages and/or missing items must be noted as exception(s) on the signed bill of lading, and Purchaser must notify L S Enterprise LLC immediately. All claims, including claims for an allegedly defective Product, must be made to L S Enterprise LLC in writing within forty-eight (48) hours after delivery. All claims not made in writing and received within the time period specified above shall be deemed waived. Purchaser expressly hereby assumes all liability for all damages and injury occurring before and after said time period if notice is not made within the required time frame. Any lawsuit or legal action whatsoever by Purchaser against L S Enterprise LLC relating to any Product purchased hereunder must be filed within one (1) year following the date of delivery of such Product, notwithstanding any statute of limitations or similar law. Any freight claims must be filed by the responsible freight party.
11. Limitation of Liability:
Regardless of the form of action, L S Enterprise LLC’s liability relating to the product or the manufacture, shipping, sale, or use of the product shall not exceed the price paid by purchaser for the specific product giving rise to the cause of action. L S Enterprise LLC, its affiliates, and their officers, partners, employees, and agents shall not be liable for any indirect, special, incidental, exemplary, punitive, or consequential damages, including, without limitation, loss of profits, loss of use, downtime, failure to detect any flaw in any subject matter of any test, loss of goodwill, business interruption, delay in performance, or lost opportunities. Regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise in connection with the supply or subsequent use or possibility of such damages, L S Enterprise LLC, its affiliates, and their officers, partners, employees, or agents shall not be liable for property damage and/or third party claims covered by insurance provided to purchaser, its assigns, and each successor in interest to the product.
12. Insurance and Indemnification:
Purchaser shall at all times maintain a comprehensive program of risk management and adequate broad form liability insurance in connection with Purchaser’s business, operations, and activities. Purchaser shall at all times indemnify, defend, and hold harmless L S Enterprise LLC, its officers, partners, employees, agents, servants, and representatives from and against any and all damages, liabilities, losses, claims, suits, penalties, fines, costs, and expenses, including attorneys’ fees (collectively, “Claims”) arising directly or indirectly out of or in connection with any:
a. Infringement of any patent, trademark, or other intellectual property right arising from compliance by L S Enterprise LLC with Purchaser’s Specifications;
b. Use, operation, or possession of the L S Enterprise LLC Product, unless the Claim arises solely from the gross negligence or willful misconduct of L S Enterprise LLC; or
c. Breach by Purchaser of any provision of any agreement with or obligation to L S Enterprise LLC.
To the extent applicable and without limitation of the foregoing, Purchaser further agrees to defend, indemnify, and hold harmless L S Enterprise LLC from any claim arising from use of the Product in any nuclear facility or related applications or activities, whether the cause of action is based in contract, tort (including negligence), strict liability, or otherwise and from all indirect, special, incidental, exemplary, punitive, or consequential damages arising out of a “nuclear incident” as defined in the U.S. Atomic Energy Act, or as similarly defined in any foreign statute, law or regulation. Purchaser waives all rights of recovery for any such Claims.
13. Force Majeure:
L S Enterprise LLC shall not be liable for any failures or delays due to acts beyond L S Enterprise LLC’s reasonable control, including, without limitation, acts of God, war (declared or undeclared), embargoes, labor disputes, strikes, fires, floods, earthquakes, accidents, terrorist acts, government mandates, restrictions, or other actions, equipment failure, shortages or inability to obtain components or subcontracted work or raw materials, damage by the elements, transportation difficulties, production delays, or unusually severe weather conditions.
14. Confidential Information:
a. All information and proprietary materials provided or developed in whole or in part by L S Enterprise LLC are confidential (“Confidential Information”), whether or not identified as such. Purchaser shall hold all Confidential Information in confidence and shall disclose it only to its employees who have a need to know and shall not use it to the detriment of L S Enterprise LLC. Purchaser shall not and shall not attempt to analyze, disassemble, or reverse engineer any L S Enterprise LLC Product. “Confidential Information” does not include information which:
i. Is or becomes available to the public generally (other than as a result of a disclosure by the Purchaser in violation of these Terms and Conditions);
ii. Is subject to public disclosure under any federal, state or local law, ordinance or
regulation;
iii. Becomes available to Purchaser on a non-confidential basis from a source other than L S Enterprise LLC, its affiliates, and their officers and directors, employees, agents, or representatives, or any other person bound by a confidentiality agreement with or has contractual, legal, or fiduciary obligation of confidentiality to L S Enterprise LLC, its affiliates, their officers, partners, directors, employees, agents, or representatives;
iv. Was known by or was available to Purchaser prior to or at the time L S Enterprise LLC disclosed it.
b. Nothing in these Terms and Conditions shall be deemed to grant a license directly or by implication, estoppel, or otherwise under any patent, patent application, or other intellectual property related to any Confidential Information disclosed or developed pursuant to these Terms and Conditions. These Terms and Conditions shall not be construed as a teaming, joint venture, partnership, or other such arrangement; rather, the parties hereto expressly agree that these Terms and Conditions are for the purposes of protecting L S Enterprise LLC’s Confidential Information and intellectual property and defining the ownership of and use rights in intellectual property and technical information.
15. Governing Law and Jurisdiction:
These Terms and Conditions shall be construed under the laws of the Commonwealth of Pennsylvania without reference to conflicts of law principles. The parties hereby agree that disputes hereunder shall be subject to the exclusive jurisdiction and venue of the courts of Lancaster County, Pennsylvania, in either the Pennsylvania Court of Common Pleas or the United States District Court for the Eastern District of Pennsylvania. The parties hereby waive any right to jury trial. The Purchaser waives any objections based on personal or subject matter jurisdiction or venue.
16. Export Control:
Purchaser will not use, distribute, transfer, or transmit any Product, components, or technical information (even if incorporated into other products) provided in connection with this transaction except in compliance with U.S. export laws and regulations (the “Export Laws”). Purchaser will not, directly or indirectly, export or re-export the following items to any country which is in the then-current list of prohibited countries specified in any applicable Export Laws:
a. The Product, components or technical data disclosed or provided to Purchaser by L S Enterprise LLC; or
b. Any improvements or variations of such Product, components, or technical data.
Purchaser agrees to promptly inform L S Enterprise LLC in writing of any written authorization issued by the U.S. Department of Commerce office of export licensing to export or re-export any such items referenced in (a) or (b). The obligations stated above in this clause will survive the expiration, cancellation or termination of this transaction or any other related agreement.
17. Translation, Currency, and Corrupt Practices:
a. This document may be translated into one or more languages; however, the English translation shall be the official version and shall prevail over all other translations.
b. All dollar amounts are United States currency unless specified otherwise.
c. Purchaser shall abide by the United States Foreign Corrupt Practices Act of 1997, as amended.
18. Assignment:
Purchaser shall not assign or delegate its obligation hereunder without L S Enterprise LLC’s written consent, and any attempted assignment or delegation without such written consent shall be void. These Terms and Conditions are binding on both parties, their successors and permitted assigns.
19. Waiver:
The failure of L S Enterprise LLC to insist in any one or more instances upon the performance of any of the Terms and Conditions as set forth herein or the failure of L S Enterprise LLC to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions, or rights thereunder and shall not affect L S Enterprise LLC’s right to insist on strict performance and compliance with regard to any future performance of these Terms and Conditions.
20. Severability:
If any provision of these Terms and Conditions or any order subject to these Terms and Conditions are found by a court of competent jurisdiction to be prohibited or unenforceable, it shall be ineffective only to the extent such provision is prohibited or unenforceable and shall not invalidate the balance of such provision or the other provisions of these Terms and Conditions or any order subject to these Terms and Conditions.
21. Authority:
The individual assenting to or executing any documents or orders, whether as a hard copy or online, on behalf of Purchaser acknowledges, represents, and warrants that he or she has read and understands these Terms and Conditions and has been duly authorized by the Purchaser to execute such on behalf of the Purchaser and bind the Purchaser to these Terms and Conditions.
Revision: 01/07/2025