Terms And Conditions Of Sale
Terms and Conditions of Sale for ScannerMAX Products
These terms and conditions form an integral part of, and are incorporated by reference into, the purchase order (“PO”) via the ScannerMAX or Pangolin website, or written order via email. Receipt of these terms and conditions with an official Pangolin invoice or sales order that includes ScannerMAX components, shall constitute an acceptance of these Terms and Conditions by both Parties noted within this agreement.
"Pangolin“ refers to Pangolin Laser Systems with a usual place of business located at 1265 Upsala Road, Suite 1165, Sanford, FL 32771, selling the Product(s) covered by the General Terms and Conditions of Sale (the “Terms”) set forth in this document.
“ScannerMAX” is a brand designation that refers to Actuators, Galvanometers, Scanners, Power Supplies and Optical Components manufactured by Pangolin.
The term “Buyer" means a person or company that submits a written order (a “Purchase Order,” or “PO”) or who submits an order request via email, telephone, or the Pangolin Laser Systems or ScannerMAX website (www.pangolin.com or www.scannermax.com), and who receives and accepts a Pangolin quotation. Pangolin and the Buyer are sometimes referred to in these Terms jointly as the “Parties” and severally as a “Party.”
The terms "Product" and “Products” mean the Product or Products proposed for sale by Pangolin. Pangolin’s acceptance of a PO from the Buyer and/or the Buyer’s written acceptance of a price quotation are both referred to as an “Acceptance.”
“Incoterms® 2020” means the 2020 edition of the International Commercial Terms published by the International Chamber of Commerce.
- Formation of Contract, Purchase Order, and Acceptance.A binding, non-cancellable contract for the sale of Products (an “Accepted Order”) is formed when the following three (3) events occur:
1) Pangolin issues a quotation in response to an inquiry from a Buyer or a Buyer submits a PO, order request via Pangolin’s website, or sends a written order via email (or a Release under an existing Blanket Order) to Pangolin;
2) the Buyer accepts Pangolin’s quotation or Pangolin accepts the Buyer’s PO, order request via Pangolin’s website, or written order via email, or ships a Product in response to the Release; and
3) these Terms are included as part of the Accepted Order.
Pangolin’s agreement to sell the Products specified in the Accepted Order is expressly conditioned upon acceptance of these Terms. Pangolin hereby objects to any additional or different terms and conditions contained in the Buyer’s PO, none of which shall be binding upon Pangolin unless specifically agreed to in writing and signed by an authorized representative of Pangolin. Failure by Pangolin to object to a specific provision contained in the Buyer’s PO shall not in any way be deemed an alteration to or waiver of any one of these Terms. Pangolin’s acceptance of the Buyer’s PO, order request via Pangolin’s website, or written order via email can be made only by written Acceptance. In the event of conflict between a provision of these Terms and the Accepted Order, the provision in the Accepted Order that varies the standard Term shall take precedence.
- Prices & Shipments.Unless otherwise stated in the order acknowledgement from Pangolin, all shipments are ExWorks (Incoterms® 2020) Pangolin’s manufacturing and shipping point as specified in Pangolin’s order acknowledgment, where risk of loss will pass from Pangolin to the Buyer. The Buyer is responsible for all costs of transport and insurance unless the Buyer requests that such items be included as part of the Purchase Order and Pangolin accepts. Prices do not include any goods, services, technical data, documentation, proprietary rights, installation assistance, training or testing that are not specifically stated in the Accepted Order. Prices are valid for 60 days from the date on a quotation unless otherwise stated on the face of the quotation.
- Legal Compliance, Taxes & Other Charges.The Parties agree to comply with all applicable laws, rules, and regulations surrounding the use of equipment sold from Pangolin to Buyer. Unless otherwise stated in the Accepted Order, the Buyer is responsible for the ultimate payment of all federal, state, local, foreign or provincial, present or future, sales, revenue, or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax, however characterized, applicable to the manufacture or sale of any Product (“Sales Taxes”). The prices for Products do not include Sales Taxes, which will be added to the sales price where Pangolin has a legal obligation to collect them. If the Buyer is exempt, the Buyer shall provide Pangolin with the documentation necessary to support such a claim and to allow Pangolin to document its decision not to collect such Tax.
- Changes.Sixty (60) days or more prior to the scheduled initial shipment date the Buyer may request changes to an Accepted Order and Pangolin will quote the changes in price, time of delivery, or other terms that may result from the requested change. The proposed change shall not become effective unless and until the Buyer issues a PO, order change request via Pangolin’s website, or written order change via email recording the change and Pangolin has confirmed its acceptance in writing. No change will be accepted if it would result in (i) a delay of the Accepted Order’s initial shipment by more than thirty (30) days of the date of the PO, order change request via Pangolin’s website, or written order change via email, or (ii) the Accepted Order’s not being completed, with all shipments made, within one (1) year from the date of the Accepted Order.
- Delivery Dates.Pangolin will make reasonable commercial efforts to meet the delivery date(s) quoted, however, Pangolin does not assume liability, consequential or otherwise, because of any delay or failure to deliver all or part of an order for any reason. If Pangolin needs information, sample material, or documentation from the Buyer in order to manufacture the Products, then all delivery dates are predicated upon prompt and timely receipt from the Buyer of the necessary information, sample material, documentation etc.
- Credit & Payment Terms.Unless otherwise agreed in writing by both Parties, Payment terms are 100% pre-payment, for all Product(s) ordered from Pangolin. Payments are non-refundable as all products are custom built to order, for client's intended use. We will work with clients to change or modify an order as needed and approved by Pangolin. “Net thirty” terms may also be granted by Pangolin, with written agreement from Pangolin, and with the express understanding that the Buyer is fully responsible for full payment. Net thirty terms constitute payment thirty (30) days from date of shipment, when full payment for the entire shipment will be due, unless other arrangements are specifically stated in the Accepted Order. All payment terms are conditioned upon approval of the Buyer’s credit and may be withdrawn or amended at any time by Pangolin at its discretion. Pangolin reserves the right to change the credit terms provided herein, refuse shipment or cancel unfilled orders at any time when, in its opinion, the financial condition or previous payment record of the Buyer so warrants. The Buyer will pay Pangolin a $100 administrative fee in each case when the Buyer’s payment is rejected by the bank, or other entity processing the payment. No cash discounts for early payment will be granted. The Buyer will be delinquent if payment is not remitted according to the applicable terms. Interest shall accrue on delinquent invoices at the rate of 1.5 percent per month, subject to applicable laws, on the amount of the unpaid balance from the original due date of the invoice. In the event Pangolin refers delinquencies to an attorney or an agent for collection, the Buyer shall pay all costs of collection, including reasonable attorney’s fees. Should the Buyer become delinquent in the payment of any sum due hereunder, Pangolin reserves the right to terminate or suspend performance of the Accepted Order.
- Packaging and Shipping.Pangolin shall (i) ship all of the Products covered by the applicable PO, order request via Pangolin’s website, or written order via email within one year from the date of the PO, order request via Pangolin’s website, or written order via email; (ii) ship in accordance with the instructions appearing on the face of the PO, order request via Pangolin’s website, or written order via email, using its best commercial efforts to ship no more than seven (7) days prior to or three (3) days later than the dates requested and agreed upon. Pangolin shall provide suitable protective packing to permit safe transportation and handling at no additional charge and Pangolin shall bear no responsibility for damage due to improper packing of the Products. Damage to any items resulting from improper packaging need to be brought to the attention of Pangolin within two (2) days receipt of Product(s) and Pangolin will work with Buyer to find an agreed upon solution.
- Security Interest (Equitable Charge).The Buyer agrees that Pangolin will retain a security interest (or “equitable charge”) in the Products and any proceeds thereof to secure any portion of the purchase price not paid, and the Buyer will, on request, execute a security agreement in such form as is required by Pangolin. Pangolin shall have all rights and remedies accorded by law or equity to a secured creditor, including the right to enter upon the premises where the Products are located for purposes of removing or rendering them inoperative, and all such rights and remedies shall be cumulative. The Buyer shall maintain insurance against all risks to cover full replacement value of the Products until Pangolin has been paid in full.
- Ethics.Pangolin is committed to uncompromising ethical standards, strict adherence to laws and regulations, and customer satisfaction. Both Parties will comply with all applicable national, state, provincial, and local laws, ordinances, rules and regulations relating to the sale of Product(s) from Pangolin to Buyer.
- Acceptance Criteria & Documentation.Unless the Parties agree in advance on a written acceptance test, the Buyer agrees to accept the Products upon delivery to the location stated in the Acceptance Offer. Within seven (7) business days of such delivery, the Buyer must inspect the Products and notify Pangolin Laser Systems by e-mail of any obvious physical defects, or quantity underages or overages. If Buyer returns rejected Products to Pangolin, Pangolin has the right to demand the reimbursement of the shipping and inspection costs that Pangolin incurred if no defects are found in the returned products, or Buyer gave Pangolin notice of defects after the deadline for rejection. If Pangolin is not informed of complaints or deficiencies within seven (7) business days of Delivery, the Buyer will be deemed to have waived its right to reject. Acceptance, however, does not affect the Buyer’s warranty rights as set forth below.
- Specifications.Pangolin will note all specifications for Products on its websites (www.pangolin.com or www.scannermax.com). Those Specifications will be the only specifications applicable to the Accepted Order. If the Parties have agreed in the Accepted Order to modify the Specifications to meet the Buyer’s particular application, then the Specifications will be deemed to be the Specifications as so modified. The Buyer agrees that it has had the opportunity to examine any specifications, blueprints, drawings, data or samples that it has requested from Pangolin. The Buyer agrees that based on this evaluation it has decided that the Products will be merchantable and adequate for the purpose intended by the Buyer, and the Buyer is not relying on any superior knowledge of Pangolin. In that event that product received by Buyer from Pangolin, does not exactly match the specifications listed on Pangolin’s website, Pangolin will work with Buyer to find an amicable resolution, as agreed upon by both Pangolin and Buyer.
- Compliance and Safety:Buyer expressly agrees to operate any Product(s) purchased from Pangolin, in accordance with all rules and regulations set forth within the area where said Product(s) will be operated. Buyer understands and agrees that Pangolin is not responsible nor liable, for any fines, fees or penalties that result from Buyer not adhering to local rules and regulations, that relate to the use of purchased Products from Pangolin. In addition, Buyer agrees that Pangolin is not liable for any damages that may be caused to third party equipment or people that may come in contact with Products sold by Pangolin to Buyer. Buyer waives all rights relating to legal action against Pangolin, for use or purchase of Products from Pangolin.
- Limited Warranty:Except if specifically otherwise set forth in writing by a Pangolin representative, Pangolin warrants that its ScannerMAX Products will be free from defects in materials and workmanship and will conform to the Specifications for a period of one (1) year from the date of delivery of the Products to the location stated on the Acceptance Order (“Delivery”).
Warranty claims due to defects expire upon conclusion of the twelve (12) month period following the time of Delivery (Warranty Period). Certain products have longer or shorter Warranty Periods. For example FB3 and FB4 laser controllers, or products not manufactured by, but merely sold by Pangolin.
Pangolin will repair or replace, at its option and at its expense, a Product returned by the Buyer under a valid Return Material Authorization (“RMA”) issued by Pangolin that is determined by Pangolin to have a defect in materials and/or workmanship that makes it not comply with the Specifications.
This warranty is void if the Product is damaged by misuse, mishandling, disassembly, improper installation, installation in a system with which it is not compatible, neglect, accident, modification, contamination, or testing or handling by any party not under the direct control of Pangolin. "Misuse" includes both the use of Pangolin Products with incompatible third party products resulting in damage to the Pangolin Product, and also exposure to temperatures, pressures, humidity or other conditions for which it was not designed, as set forth in the Specifications. The Buyer is responsible for any shipping and handling charges for returning and receiving Products for repairs, unless otherwise agreed. Pangolin will choose the carrier and level of service.
Upon receiving a Product returned by the Buyer under a valid RMA, Pangolin will examine the system in a reasonable amount of time. The Buyer will be advised of warranty status and be quoted a lead-time for the repairs. For non-warranty repairs, Buyer will be provided a quotation for repair services. Bench fee will also be charged for non-warranty repairs, which will be waived upon approval of repairs. The Buyer is responsible for bench fees, repair charges and all shipping charges for repairs determined by Pangolin to be non-warranty repairs. Repair services will only commence once approved by Buyer, in accordance with payment terms established between Pangolin and Buyer. Should Buyer decline repairs, bench fees must be paid in full before return of product. Any product remaining at Pangolin facilities for six (6) months (starting at date quotation is provided) without payment of repair fees, payment of bench fees, or approval of repairs will be considered abandoned, and will be disposed at Pangolin’s discretion.
All repairs are warranted for a period of 90 days or the remainder of the original warranty period, whichever is longer, for the repaired portion of the Product. Pangolin’s sole liability for any use of its Products, regardless of the operating condition of such Products, is limited to repair or replacement of the Product. The Buyer holds harmless and indemnifies Pangolin from any and all other claims resulting from the use of Pangolin products. The benefit of this Warranty shall apply only to the Buyer. Pangolin reserves the right to decline to perform any non-warranty repairs at any time, for any reason.
THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PANGOLIN DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS.
- Exclusive Remedies.THE REMEDIES PROVIDED HEREIN ARE THE BUYER'S SOLE AND EXCLUSIVE REMEDIES. NEITHER PANGOLIN NOR THE BUYER SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST BUSINESS OPPORTUNITY, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY ARISING OUT OF THE SALE, INSTALLATION, SERVICE, OR USE OF THE PRODUCTS, EVEN IF PANGOLIN HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH LOSSES. IN NO EVENT SHALL PANGOLIN’S LIABILITY EXCEED THE AMOUNT THAT HAS THEN BEEN PAID TO PANGOLIN BY THE BUYER FOR THE DEFECTIVE PRODUCTS UNDER THE PO, ORDER REQUEST VIA PANGOLIN’S WEBSITE, OR WRITTEN ORDER VIA EMAIL. PANGOLIN NEITHER ASSUMES NOR AUTHORIZES ANY AGENT, EMPLOYEE, REPRESENTATIVE, OR ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, SERVICE OR USE OF ITS PRODUCTS.
- Patents, Indemnification.(a) Indemnification: Subject to the limitations set forth in the Accepted Order, Pangolin will defend any suit or proceeding brought against the Buyer if it is based on a claim that any Product furnished hereunder constitutes an infringement of any U.S., Canadian, Japanese, EU, China or EFTA member country intellectual property rights. Pangolin must be notified promptly in writing and given full authority, information, and assistance for defense of the suit. Pangolin will not be responsible for any settlement made without its written consent. In no event shall Pangolin’s liability for all damages and costs (including the costs of the defense by Pangolin) exceed the contractual value of the Products or services that are the subject of the lawsuit. In providing such defense, or in the event that such Product is held to constitute infringement and the use of the Product is enjoined, Pangolin, in its discretion, shall procure the right to continue using such Product, or modify it so that it becomes non-infringing, provided that any such replacement or modified Product comply with the applicable Specifications as to form, fit and function, or remove it and grant the Buyer a credit for the depreciated value thereof. The foregoing remedy is exclusive and constitutes Pangolin’s sole obligation for any claim of intellectual property infringement and Pangolin makes no warranty that Products sold hereunder will not infringe any intellectual property rights. (b) Pangolin Retains its Intellectual Property: The sale of any Products hereunder does not convey any license by implication, estoppel, or otherwise covering any Pangolin patent, copyright, trade secret, Specification, design, know how, or other intellectual property. (c) Modifications and Combinations. Pangolin has no liability for any claim based upon the (i) combination, operation or use of any Product supplied hereunder with equipment, devices, or software not supplied by Pangolin; or (ii) modification or alteration of any Product supplied hereunder; or (iii) Pangolin’s compliance with the Buyer’s designs, specifications, or instructions. The foregoing states the entire obligation of Pangolin with respect to infringement or the like. (d) Buyer’s Infringement. The Buyer shall at its own cost and expense defend and hold Pangolin harmless against any expense, judgment or loss for alleged infringement of any claim of a patent which results from Pangolin’s compliance with the Buyer’s designs, specifications, or instructions.
- Confidentiality.Both Pangolin and the Buyer agree not to disclose to any party not having a legitimate need to know in connection with the implementation of the Accepted Order any drawing, design, wiring diagram, trade secret, source code, object code, business plan, or personal information, or any other information of the other party, respectively, that is identified in writing as “confidential,” “proprietary,” “company private,” or other word of similar meaning at the time of disclosure or within fifteen days thereafter, or which a reasonable person in the industry would understand to be confidential (“Confidential Information”). Both Pangolin and the Buyer further agree to use Confidential Information solely for purposes in connection with the implementation of the Accepted Order and for no other purpose.
- Applicable law and Jurisdiction.The Accepted Order shall be deemed to be made and entered into in Florida and shall be governed by and interpreted in accordance with its laws, rules and regulations. The courts of Seminole County, Florida will have jurisdiction over any dispute that may be brought in connection with the breach or interpretation of the Accepted Order.
- Proprietary Rights.Pangolin retains for itself all proprietary rights in and to all designs, engineering details, and other data and materials pertaining to all goods supplied by Pangolin and to all discoveries, inventions, patents and other proprietary rights arising out of the work done in connection with the Products or with any and all Products developed as a result thereof, including the sole right to manufacture any such Products. The Buyer warrants that it will not divulge, disclose or in any way distribute or make use of such information, and that it will not manufacture or engage to have manufactured such Products. The Buyer warrants that it has all right, title and interest in all products, drawings, designs, documents and specifications that it provides to Pangolin in providing Products for the Buyer. The Buyer shall at its own cost and expense, indemnify, defend and hold Pangolin harmless from and against any breach of the foregoing warranty.
- Force Majeure.Pangolin shall not be responsible for any failure to perform the Accepted Order due to causes beyond its reasonable control, including, but not limited to, acts of God, labor disputes or shortages, acts of government or judicial action, or inability or delay in securing parts or components, all whether foreseen or unforeseen.
- Assignment.None of the rights, duties or obligations set forth in the Accepted Order may be assigned, transferred or delegated by one Party without the prior written consent of the other Party.
- Non-waiver.A Party's failure to insist on performance of any of the terms or conditions herein or to exercise any right or privilege that such Party has under these Terms shall not thereafter be considered a waiver of that or any other terms, conditions or privileges, whether of the same or similar type.
- Entire Agreement.An Accepted Order supersedes any and all prior agreements, offers, quotations, written or verbal messages, and any other communications and sets forth the entire agreement and understanding of the Parties with respect to the purchase and sale of the Products covered by that Accepted Order. No modification, amendments, or supplements to an Accepted Order shall be effective for any purpose unless in writing and signed by each Party. Whenever the permission or consent of either Pangolin or the Buyer is required or permitted under an Accepted Order, such permission or consent will be in writing and will not unreasonably be withheld, delayed, or made subject to any condition not specifically provided for in the Accepted Order. Titles and captions are used for convenience of reference only and may not be considered in the interpretation or construction of an Accepted Order.
- Severability. Every provision of these Terms is intended to be severable. If any provision is determined by a court or agency of competent jurisdiction to be invalid or unenforceable, the Parties agree that such illegality or invalidity shall not affect the validity or legality of the remainder of these Terms. The Parties shall meet to discuss the issue and shall agree to revise this Agreement by deleting the invalid or unenforceable provision and substituting in its place another provision of similar economic effect which would be valid and enforceable. The Terms, as amended by such deletion and revision, shall continue in full force and effect.
- Conduct on the Buyer’s Premises.In connection with the installation, repair or replacement of a Product, it may become necessary for an employee or agent of Pangolin (a “Pangolin representative”) to be present on the Buyer’s premises or place of installation. Should that occur, the Parties will in advance negotiate and enter into a Premises Agreement, a draft of which Pangolin will provide. In the Premises Agreement the Parties will include conditions appropriate to the particular situation, including payment for non-warranty repairs, and the workplace safety, security, and confidentiality rules applicable to Pangolin’s personnel. The Premises Agreement will also cover the fact that the Pangolin representative will not be required to work significantly longer hours than his regular work day, or under hazardous or unusual conditions.
- RMA. Product returned to Pangolin for any reason must have a Pangolin-issued Return Material Authorization (RMA) number. Warranty returns may require proof of purchase (invoice number and date). An RMA is valid for 30 days from issuance and product must arrive at Pangolin within that validity period.
All product must be shipped freight prepaid. The RMA number must be clearly visible on the outside of the package. A packing list must be included clearly showing the RMA number, part number, quantity, and reason for return.
PANGOLIN CANNOT BE HELD RESPONSIBLE FOR ANY PRODUCT RETURNED WITHOUT AN RMA NUMBER AND ANY SUCH PRODUCT MAY BE REFUSED AND RETURNED AT THE CUSTOMER'S EXPENSE.
An RMA number is issued in good faith based upon customer's representation of the product quantity, condition, age and reason for return. All returned product will be inspected by Pangolin. If the product is found to be other than that originally represented, the shipment may be returned at the customer's expense.
An RMA may be requested by filling out the form online.
- Rework. Should Buyer wish to return an existing system for modifications that affect a change in fit, form or function (“Rework”) which requires services to be performed by Pangolin, Buyer shall first request a valid RMA. Buyer shall clearly describe Scope of Work (“SOW”) to be performed. Pangolin, at its sole discretion, may approve or deny requests for Rework. Rework will typically be scheduled in accordance with regular production work, and lead times for Rework may be longer than production of new products.
Before issuing an RMA for Rework, Pangolin will provide Buyer with quotation and lead time for Rework. Occasionally, Pangolin, at its discretion, will request to receive Product for examination before providing a Rework quotation. Rework services will only commence once approved by Buyer, in accordance with payment terms established between Pangolin and Buyer. The Buyer is responsible for any shipping and handling charges for returning and receiving Products for Rework, unless otherwise agreed. Pangolin will choose the carrier and level of service. Any product remaining at Pangolin facilities for six (6) months (starting at date quotation is provided or product is received, whichever is later) without payment of Rework fees will be considered abandoned, and will be disposed at Pangolin’s discretion.
All Reworks are warranted for a period of 90 days or the remainder of the original warranty period, whichever is longer, for the repaired portion of the Product. Pangolin’s sole liability for any use of its Products, regardless of the operating condition of such Products, is limited to repair or replacement of the Product. The Buyer holds harmless and indemnifies Pangolin from any and all other claims resulting from the use of Pangolin products. The benefit of this Warranty shall apply only to the Buyer. Pangolin reserves the right to decline to perform any reworks at any time, for any reason.
Some products, including turn-key systems sold by Pangolin distributors, are not eligible for Rework. Standard Warranty, as outlined in Repairs section of this document, applies to these products.