SCOTT LABORATORIES, INC.
GENERAL
1. These General Conditions of Sale (the “GCS “) govern the sale and delivery of all products, articles, materials, and equipment (the “Goods”) and/or services from or on behalf of Scott Laboratories, Ltd or Scott Laboratories Inc whichever is the entity indicated as seller in the relevant Order Confirmation (“Scott Labs“ or the “ Seller”), to Buyer.
2. In case of any discrepancies between these GCS and any supply agreement in place between Buyer and Seller, the provisions of the supply agreement will prevail.
3. The GCS are deemed accepted by Buyer if the Buyer has not objected in writing within 7 days after receipt of Scott Labs acceptance of any order.
4. These GCS supersede any and all prior oral or written price quotations, communications, agreements, and understandings of the Parties in respect of the sale and delivery of the Goods and/or services and supersede and replace any and all terms and conditions of any order placed by Buyer and any other terms and conditions of Buyer. These GCS can only be modified or waived by a duly executed written agreement between Scott Labs and Buyer.
5. Any electronic communication between Scott Labs and Buyer shall be considered to be a “writing” and/or “in writing”. The electronic communication system used by Scott Labs will serve as sole proof for the receipt of such electronic communication, its content, and dates of agreed shipment.
6. Orders are considered binding only once accepted in writing by Scott Labs. Scott Labs may refuse an order without cause.
SALES CONFIRMATION
7. This proposal is only a request for an offer to purchase. All orders are subject to active and formal acceptance at Petaluma, CA. The Sales Confirmation constitutes acceptance of price, terms, and the complete list of products and services. It is agreed that the Order Confirmation is the final and entire agreement between Scott Laboratories and the Purchaser. The Order Confirmation will supersede any prior verbal or written communication or agreement made prior to the receipt of the Sales Confirmation.
PRICE
8. Prices and currencies for Scott Labs’ Goods are set out in Scott Labs quotation or Order Confirmation. Unless otherwise agreed, Scott Labs’ prices include standard packaging and Sales and Use Taxes will be added to invoices separately, as required, except if Scott Labs is provided with proper exemption or registration number prior to sale.
PAYMENT
9. Payment terms are 30% deposit with order; 60% deposit plus applicable sales tax, before delivery. The balance is due 30 days after delivery.
10. Invoices are payable to Scott Labs in the currency indicated on the invoice. Any change in exchange rate of the Buyer's home currency is not applicable. Any additional payment related fees are paid for by the Buyer.
11. Terms granted for the payment of an invoice are to be considered an ultimate deadline. Scott Labs may without prejudice to any other rights, charge interests which shall accrue on all outstanding amounts whether for the purchase price or otherwise at the rate of EURIBOR 12 months +6% calculated monthly on all outstanding amounts until fully paid. All costs incurred by Scott Labs in the collection of any outstanding invoice shall be reimbursed by Buyer. In case of late payment of any order, Scott Labs may postpone the delivery of any other order until the price of the Goods is paid in full.
12. Any complaint with respect to an invoice must be notified in writing to Scott Labs within 8 days of the invoice date. After that delay, Buyer is deemed to have accepted said invoice.
DELIVERY AND RECEIPT
13. Advance information regarding date of shipment is for information purposes only, and based upon our best judgement at the time the order is accepted. This information should not be construed as a confirmation of delivery date. There are no guarantees on ship dates and the duration of transit time. Scott Laboratories is unable to affect many of the factors which may hasten, or delay transit of international cargo. Purchaser agrees that delivery time is the sole risk of Purchaser, unless otherwise agreed to in writing and confirmed in the Sales Confirmation.
14. Any time or dates for delivery indicated on any invoice are indicative and shall not be of the essence. Scott Labs is not liable for any delay in delivery whatever the cause may be. Delay in delivery of any Goods shall not relieve Buyer of its obligation to accept delivery and pay the invoice. Deviations in quantities of Goods delivered from what’s stated in Scott Labs’ order confirmation shall not permit Buyer to refuse the Goods.
15. Freight carrier chosen by Scott Labs according to incoterms applicable to the sale, is deemed to act on behalf of Buyer. If damages are noted upon delivery of the Goods, no recourse may be exercised against Scott Labs.
16. Irrespective of any provision concerning freight or price, title and risk of loss or damage shall pass to Purchaser upon delivery of goods to any carrier at Seller’s plant or other shipping point. We may assist you in processing claims against carriers without incurring liability therefor.
INSPECTION AND CONFORMITY TO SPECIFICATIONS
17. Equipment manufactured in countries other than the United States is generally manufactured to conform to the safety, electrical and other standards which apply to the country of origin. Responsibility for compliance with O.S.H.A. regulations or local codes shall be solely that of the Purchaser.
18. Upon delivery and during the handling, use, processing, transportation, storage or sale of the Goods, Buyer must inspect the Goods upon receipt and ensure that the Goods delivered meet all contractual requirements.
19. Complaints concerning any defect, default, or shortage of the Goods which would have been apparent from a reasonable inspection shall be made in writing and received by Scott Labs no later than fifteen (15) days from the delivery date. Other complaints must be made in writing and received by Scott Labs (at the latest) seven (7) days from the date on which the defect became or should have become apparent, but in any case, not later than six (6) months from the delivery date of the Goods. Use or processing of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of such Goods.
20. Defects to parts of the Goods do not entitle Buyer to refuse the delivery of the entire order. Complaints, if any, do not affect Buyer payment obligation. Upon receipt of a notice of defect, Scott Labs is entitled to suspend all further deliveries until the complaints are proven to be unfounded and/or refuted or until the defect has been totally cured.
RISK
21. Risks to the Goods shall transfer to Buyer according to the applicable sale’s Incoterm.
22. Goods for which delivery is postponed pending payment by Buyer, as well as Goods for which delivery is refused or not accepted by Buyer without proper cause shall be held and stored by Scott Labs at the risk and expense of Buyer.
WARRANTY
23. New equipment is guaranteed for 1 full year (365 days) from date of receipt of equipment against all mechanical factory defects of material or workmanship. Electrical components of new equipment are guaranteed for 30 days upon commissioning or start up. This guaranty is limited to free replacement or repair of parts at our earliest availability, including freight and labor. Purchaser may request expedited shipping for parts or service scheduling and Scott Laboratories retains the right to invoice customer for such extraordinary expenses. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED, STATUTORY OR ANY OTHER REPRESENTATION, CONDITIONS OR TERMS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, SUITABILITY FOR ANY PURPOSE AND/OR INFRINGEMENT OF ANY CLAIM IN ANY INTELLECTUAL PROPERTY RIGHT COVERING THE GOODS.
LIMITATION OF LIABILITY AND INDEMNITY
24. SCOTT LABS’ LIABILITY FOR ANY AND ALL CLAIMS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE GOODS AND THE USE THEREFORE SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUM OF BUYER’S PAYMENTS FOR THE GOODS WHICH ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL SCOTT LABS BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGE, LOSS, COST OR EXPENSE, INCLUDING WITHOUT LIMITATION DAMAGE BASED UPON LOSS OF GOODWILL, LOST SALES OR PROFITS, LOSS OF IMAGE, WORK STOPPAGE, PRODUCTION FAILURE, IMPAIRMENT OF OTHER GOODS OR OTHERWISE, AND WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE OR OTHERWISE.
25. The Buyer shall indemnify and hold harmless Scott Labs and its affiliates, officers, directors, agents and employees against any and all liability, damage, loss, cost or expense (including reasonable attorney fees) suit, claim, demand, judgement, and prosecution whether based on civil, legal or penal liability from any third party or any regulatory authority, arising from: (i) the Buyer’s failure to comply with applicable laws and regulations; or (ii) the sale, marketing, distribution, promotion, storage, handling of the Goods by the Buyer or its affiliates or its own distributors; or (iii) faulty acts or omissions of the Buyer, that of its suppliers, subcontractors, agents, servants or employees or (iv) any claim made by the Buyer on the packaging and promotional material related to the Goods or any finished product made of or containing the Goods.
FORCE MAJEURE
26. The period of time during which any party is prevented or delayed in the performance or the fulfilling of any obligation to the exclusion of payments obligations, due to unavoidable delays caused by an event of force majeure, shall be added to such party's delay for performance thereof, and such party shall have no liability by reason thereof, provided that a prompt notice is given by the party affected by an event of force majeure to the other along with competent proof of the occurrence of the event affecting its performance. The party so affected shall also give a notice in writing to the other party within fifteen (15) days of the cessation of the condition of the event of force majeure. If the condition of the event of force majeure continues for more than three (3) months from the date of its occurrence, either party may terminate the order upon giving notice in writing to the other.
WAIVER
27. Failure or delay on the part of any party hereto to exercise any rights, privilege, remedy or power pursuant to these GCS does not act as a waiver of any such rights, privilege, remedy or power.
SEVERANCE OF PROVISION
28. In the event that any provision of these GCS is declared to be illegal, invalid or otherwise unenforceable, such provision shall be reformed, if possible, or otherwise deleted and the remainder of these GCS shall not be affected.
INTELLECTUAL PROPERTY
29. All intellectual property and regulatory dossiers related to the Goods are Scott Labs’ sole property.
PERSONAL DATA
30. As some personal data of a Buyer, natural person, is necessary to process orders and manage the commercial relationship, in placing an order with Scott Labs the customer gives his/her consent to the processing of the personal data which he/she discloses to Scott Labs. The Buyer may withdraw the consent at any time. The disclosed data is stored on Scott Labs Clients’ file and Scott Labs has implemented appropriate technical and organizational measures to insure the protection of personal data under its control. In accordance with applicable laws and regulations, the customer has the right of access, rectification, erasure, restriction of processing, objection, opposition, and data portability of his/her personal data, which has been collected to process the order and manage the commercial relationship. If the natural person wishes to exercise any of his/her rights, he/she would need to send a letter with a proof of the identity (a copy of ID) to the person responsible for the processing under the name and the following address: 1480 Cader Lane, Petaluma, CA 94954, Attention: Marketing Department.
GOVERNING LAWS AND DISPUTE RESOLUTION
31. These Conditions shall be governed by the laws of the country in which the Seller is incorporated. The application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11 April 1980 (Treaty Series 1981, 184 and 1986, 61), is excluded. In relation to any matter arising under or in connection with the GCS, and all questions concerning the validity and construction thereof shall be determined in accordance with the laws of said jurisdiction without regard to its conflict of laws principles.
32. In the event of any dispute, controversy or claim arising out of or in connection with the GCS, the parties shall attempt in good faith to resolve such dispute promptly by negotiation between executives who have authority to settle such disputes. If, however, the parties fail to resolve such dispute within sixty (60) days through negotiation as described above the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the city in which the Seller is domiciled.
SCOTT LABORATORIES, INC.
GENERAL
1. These General Conditions of Sale (the “GCS “) govern the sale and delivery of all products, articles, materials, and equipment (the “Goods”) and/or services from or on behalf of Scott Laboratories, Ltd or Scott Laboratories Inc whichever is the entity indicated as seller in the relevant Order Confirmation (“Scott Labs“ or the “ Seller”), to Buyer.
2. In case of any discrepancies between these GCS and any supply agreement in place between Buyer and Seller, the provisions of the supply agreement will prevail.
3. The GCS are deemed accepted by Buyer if the Buyer has not objected in writing within 7 days after receipt of Scott Labs acceptance of any order.
4. These GCS supersede any and all prior oral or written price quotations, communications, agreements, and understandings of the Parties in respect of the sale and delivery of the Goods and/or services and supersede and replace any and all terms and conditions of any order placed by Buyer and any other terms and conditions of Buyer. These GCS can only be modified or waived by a duly executed written agreement between Scott Labs and Buyer.
5. Any electronic communication between Scott Labs and Buyer shall be considered to be a “writing” and/or “in writing”. The electronic communication system used by Scott Labs will serve as sole proof for the receipt of such electronic communication, its content, and dates of agreed shipment.
6. Orders are considered binding only once accepted in writing by Scott Labs. Scott Labs may refuse an order without cause.
SALES CONFIRMATION
7. This proposal is only a request for an offer to purchase. All orders are subject to active and formal acceptance at Petaluma, CA. The Sales Confirmation constitutes acceptance of price, terms, and the complete list of products and services. It is agreed that the Order Confirmation is the final and entire agreement between Scott Laboratories and the Purchaser. The Order Confirmation will supersede any prior verbal or written communication or agreement made prior to the receipt of the Sales Confirmation.
PRICE
8. Prices and currencies for Scott Labs’ Goods are set out in Scott Labs quotation or Order Confirmation. Unless otherwise agreed, Scott Labs’ prices include standard packaging and Sales and Use Taxes will be added to invoices separately, as required, except if Scott Labs is provided with proper exemption or registration number prior to sale.
PAYMENT
9. Payment terms are 30% deposit with order; 60% deposit plus applicable sales tax, before delivery. The balance is due 30 days after delivery.
10. Invoices are payable to Scott Labs in the currency indicated on the invoice. Any change in exchange rate of the Buyer's home currency is not applicable. Any additional payment related fees are paid for by the Buyer.
11. Terms granted for the payment of an invoice are to be considered an ultimate deadline. Scott Labs may without prejudice to any other rights, charge interests which shall accrue on all outstanding amounts whether for the purchase price or otherwise at the rate of EURIBOR 12 months +6% calculated monthly on all outstanding amounts until fully paid. All costs incurred by Scott Labs in the collection of any outstanding invoice shall be reimbursed by Buyer. In case of late payment of any order, Scott Labs may postpone the delivery of any other order until the price of the Goods is paid in full.
12. Any complaint with respect to an invoice must be notified in writing to Scott Labs within 8 days of the invoice date. After that delay, Buyer is deemed to have accepted said invoice.
DELIVERY AND RECEIPT
13. Advance information regarding date of shipment is for information purposes only, and based upon our best judgement at the time the order is accepted. This information should not be construed as a confirmation of delivery date. There are no guarantees on ship dates and the duration of transit time. Scott Laboratories is unable to affect many of the factors which may hasten, or delay transit of international cargo. Purchaser agrees that delivery time is the sole risk of Purchaser, unless otherwise agreed to in writing and confirmed in the Sales Confirmation.
14. Any time or dates for delivery indicated on any invoice are indicative and shall not be of the essence. Scott Labs is not liable for any delay in delivery whatever the cause may be. Delay in delivery of any Goods shall not relieve Buyer of its obligation to accept delivery and pay the invoice. Deviations in quantities of Goods delivered from what’s stated in Scott Labs’ order confirmation shall not permit Buyer to refuse the Goods.
15. Freight carrier chosen by Scott Labs according to incoterms applicable to the sale, is deemed to act on behalf of Buyer. If damages are noted upon delivery of the Goods, no recourse may be exercised against Scott Labs.
16. Irrespective of any provision concerning freight or price, title and risk of loss or damage shall pass to Purchaser upon delivery of goods to any carrier at Seller’s plant or other shipping point. We may assist you in processing claims against carriers without incurring liability therefor.
INSPECTION AND CONFORMITY TO SPECIFICATIONS
17. Equipment manufactured in countries other than the United States is generally manufactured to conform to the safety, electrical and other standards which apply to the country of origin. Responsibility for compliance with O.S.H.A. regulations or local codes shall be solely that of the Purchaser.
18. Upon delivery and during the handling, use, processing, transportation, storage or sale of the Goods, Buyer must inspect the Goods upon receipt and ensure that the Goods delivered meet all contractual requirements.
19. Complaints concerning any defect, default, or shortage of the Goods which would have been apparent from a reasonable inspection shall be made in writing and received by Scott Labs no later than fifteen (15) days from the delivery date. Other complaints must be made in writing and received by Scott Labs (at the latest) seven (7) days from the date on which the defect became or should have become apparent, but in any case, not later than six (6) months from the delivery date of the Goods. Use or processing of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of such Goods.
20. Defects to parts of the Goods do not entitle Buyer to refuse the delivery of the entire order. Complaints, if any, do not affect Buyer payment obligation. Upon receipt of a notice of defect, Scott Labs is entitled to suspend all further deliveries until the complaints are proven to be unfounded and/or refuted or until the defect has been totally cured.
RISK
21. Risks to the Goods shall transfer to Buyer according to the applicable sale’s Incoterm.
22. Goods for which delivery is postponed pending payment by Buyer, as well as Goods for which delivery is refused or not accepted by Buyer without proper cause shall be held and stored by Scott Labs at the risk and expense of Buyer.
WARRANTY
23. New equipment is guaranteed for 1 full year (365 days) from date of receipt of equipment against all mechanical factory defects of material or workmanship. Electrical components of new equipment are guaranteed for 30 days upon commissioning or start up. This guaranty is limited to free replacement or repair of parts at our earliest availability, including freight and labor. Purchaser may request expedited shipping for parts or service scheduling and Scott Laboratories retains the right to invoice customer for such extraordinary expenses. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES EXPRESSED, IMPLIED, STATUTORY OR ANY OTHER REPRESENTATION, CONDITIONS OR TERMS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, SUITABILITY FOR ANY PURPOSE AND/OR INFRINGEMENT OF ANY CLAIM IN ANY INTELLECTUAL PROPERTY RIGHT COVERING THE GOODS.
LIMITATION OF LIABILITY AND INDEMNITY
24. SCOTT LABS’ LIABILITY FOR ANY AND ALL CLAIMS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE GOODS AND THE USE THEREFORE SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUM OF BUYER’S PAYMENTS FOR THE GOODS WHICH ARE SUBJECT TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL SCOTT LABS BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY KIND OF SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGE, LOSS, COST OR EXPENSE, INCLUDING WITHOUT LIMITATION DAMAGE BASED UPON LOSS OF GOODWILL, LOST SALES OR PROFITS, LOSS OF IMAGE, WORK STOPPAGE, PRODUCTION FAILURE, IMPAIRMENT OF OTHER GOODS OR OTHERWISE, AND WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE OR OTHERWISE.
25. The Buyer shall indemnify and hold harmless Scott Labs and its affiliates, officers, directors, agents and employees against any and all liability, damage, loss, cost or expense (including reasonable attorney fees) suit, claim, demand, judgement, and prosecution whether based on civil, legal or penal liability from any third party or any regulatory authority, arising from: (i) the Buyer’s failure to comply with applicable laws and regulations; or (ii) the sale, marketing, distribution, promotion, storage, handling of the Goods by the Buyer or its affiliates or its own distributors; or (iii) faulty acts or omissions of the Buyer, that of its suppliers, subcontractors, agents, servants or employees or (iv) any claim made by the Buyer on the packaging and promotional material related to the Goods or any finished product made of or containing the Goods.
FORCE MAJEURE
26. The period of time during which any party is prevented or delayed in the performance or the fulfilling of any obligation to the exclusion of payments obligations, due to unavoidable delays caused by an event of force majeure, shall be added to such party's delay for performance thereof, and such party shall have no liability by reason thereof, provided that a prompt notice is given by the party affected by an event of force majeure to the other along with competent proof of the occurrence of the event affecting its performance. The party so affected shall also give a notice in writing to the other party within fifteen (15) days of the cessation of the condition of the event of force majeure. If the condition of the event of force majeure continues for more than three (3) months from the date of its occurrence, either party may terminate the order upon giving notice in writing to the other.
WAIVER
27. Failure or delay on the part of any party hereto to exercise any rights, privilege, remedy or power pursuant to these GCS does not act as a waiver of any such rights, privilege, remedy or power.
SEVERANCE OF PROVISION
28. In the event that any provision of these GCS is declared to be illegal, invalid or otherwise unenforceable, such provision shall be reformed, if possible, or otherwise deleted and the remainder of these GCS shall not be affected.
INTELLECTUAL PROPERTY
29. All intellectual property and regulatory dossiers related to the Goods are Scott Labs’ sole property.
PERSONAL DATA
30. As some personal data of a Buyer, natural person, is necessary to process orders and manage the commercial relationship, in placing an order with Scott Labs the customer gives his/her consent to the processing of the personal data which he/she discloses to Scott Labs. The Buyer may withdraw the consent at any time. The disclosed data is stored on Scott Labs Clients’ file and Scott Labs has implemented appropriate technical and organizational measures to insure the protection of personal data under its control. In accordance with applicable laws and regulations, the customer has the right of access, rectification, erasure, restriction of processing, objection, opposition, and data portability of his/her personal data, which has been collected to process the order and manage the commercial relationship. If the natural person wishes to exercise any of his/her rights, he/she would need to send a letter with a proof of the identity (a copy of ID) to the person responsible for the processing under the name and the following address: 1480 Cader Lane, Petaluma, CA 94954, Attention: Marketing Department.
GOVERNING LAWS AND DISPUTE RESOLUTION
31. These Conditions shall be governed by the laws of the country in which the Seller is incorporated. The application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on 11 April 1980 (Treaty Series 1981, 184 and 1986, 61), is excluded. In relation to any matter arising under or in connection with the GCS, and all questions concerning the validity and construction thereof shall be determined in accordance with the laws of said jurisdiction without regard to its conflict of laws principles.
32. In the event of any dispute, controversy or claim arising out of or in connection with the GCS, the parties shall attempt in good faith to resolve such dispute promptly by negotiation between executives who have authority to settle such disputes. If, however, the parties fail to resolve such dispute within sixty (60) days through negotiation as described above the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the city in which the Seller is domiciled.