SCOTT LABORATORIES, INC.
STANDARD TERMS & CONDITIONS OF SALE


We ("Seller" or "we" or "us") offer to sell to you ("Purchaser") the articles, materials, services or equipment covered by the contemplated transaction (the "Products") described in the quotation or invoice (the "Agreement") only on these Standard Terms & Conditions of Sale (the "Terms and Conditions"), which shall apply despite any additional or inconsistent terms in Purchaser's order, acknowledgement or acceptance. Any change in any of these Terms and Conditions shall not be binding on Seller unless contained in a writing signed by an officer of Seller. Seller and Purchaser referred to individually as "Party" or collectively as "Parties".

  1. Acceptance
    Seller's agreement to sell Products to Purchaser is expressly made conditional on the acceptance of these Terms and Conditions. If Purchaser uses its own form, the terms in such form shall be of no force between the parties. An order shall only be considered as accepted when confirmed by us in writing. Until written confirmation is received by Seller, the quotation is non-obligatory. the Agreement and these Terms and Conditions shall become automatically binding on both parties upon your written acceptance of our first delivery of Products, or upon commencement of manufacturing therefore. No change, modification or extension of the Agreement shall be effective against Purchaser or Seller unless it is made in writing making specific reference to the Agreement and is signed by an authorized representative of Purchaser and Seller.

  2. Prices
    Prices are subject to change without notice. Quantity prices are to be used for only one order, when the supplies are shipped to one address, unless otherwise agreed to in writing. Sales and Use Taxes will be added to invoices, as required, except where we are furnished with exemption or registration number.

  3. Schedule for Delivery
    The proposed delivery date/performance schedule is our best estimate and is not binding on us. We shall have no liability to Purchaser or any third party for any loss, damage, or expense from any failure to meet the performance schedule. If delivery is delayed, Purchaser's sole remedy shall be to cancel the order in which event Purchaser shall be entitled to immediate refund of all amounts paid to Seller pursuant to these Terms and Conditions, less any costs and expenses incurred by Seller prior to the date hereof, provided such funds are available.

  4. Risk of Loss
    Subject to Seller's right of stoppage, our delivery to a carrier or Purchaser shall be complete delivery by us and shall transfer all risk of loss or damage to Purchaser. Selection of carrier and route shall be made by Seller unless specified in writing by Purchaser. Purchaser acknowledges that in no event shall the carrier be deemed an agent of Seller. Seller does not insure shipments, unless requested in writing by Purchaser, and then the insurance cost is Purchaser's responsibility.

  5. Conditions of Payment
    Unless otherwise stated on the face hereof, this invoice is due and payable 30 days from the date of the invoice. Interest at maximum legal rate will be charged after date payment is due, or at the usual rate of 1% monthly on the unpaid balance where such rates are not established. Remittance must be made free of exchange and other charges. Seller shall retain a purchase money security interest in the Products delivered to Purchaser, and in their accessories, replacements, and proceeds (including accounts receivable) (collectively, the "Collateral"), to secure payment of all amounts due under the Agreement. Purchaser's failure to pay amounts in full when due shall constitute a default and shall give Seller all rights of a secured party pursuant to applicable federal or state law. Any repossession of the Collateral shall be without prejudice to any other remedy of Seller at law or in equity.

  6. Return Policy
    We offer credits if products are returned within 15 days of shipment. Please call prior to return for authorization. Once we receive your returned items we will issue a credit to your account. Please note that we are not responsible for perishable items that have not been stored properly by Purchaser. This policy is subject to the following conditions:

    1. Sealed units must be unopened and undamaged upon return
    2. Goods that have been marked or labeled will not be accepted and no credit will be issued
    3. Damage claims must be reported within 5 working days of receipt of Purchaser's order
    4. Original packing must be retained for inspection of shipping damage claims
    5. There are no returns of malolactic bacteria
    6. Purchaser shall be charged a 20% restocking fee
    7. Purchaser shall pay return freight costs

    TO AVOID PROBLEMS ALL PACKAGES SHOULD BE OPENED IMMEDIATELY UPON RECEIPT AND CONTENTS SHOULD BE CHECKED AGAINST THE PACKING SLIP. SELLER SHOULD BE INFORMED IMMEDIATELY OF ANY DISCREPANCIES.

  7. Warranty
    The Products are guaranteed to be of merchantable quality and to conform to specifications and tolerances incorporated in written sales agreements. Seller's exclusive obligations with respect to non-conforming Product shall be, at Seller's sole option, to repair or replace the Product or to refund the purchase price paid. We shall be obligated to repair, replace or refund Product that our examination discloses have been defective under ordinary use. Purchaser must make any warranty claim in writing within 30 days of delivery of the Product. New equipment is fully guaranteed, in lieu of substitute as stated in our quotation, against all electrical and mechanical factory defects of material or workmanship. This guaranty is limited to free replacement of parts found to be defective within warranty, at the factory, Seller's warehouse or point of use, at Seller's option. Notwithstanding anything herein to the contrary, the liability of Seller shall not exceed the sum of Purchaser's payments for the Products which are in dispute. We will not take responsibility for deficiencies which occur as a result of improper or negligent use. THE FOREGOING WARRANTIES ARE THE SOLE WARRANTIES, EXPRESS OR IMPLIED, GIVEN BY SELLER IN CONNECTION WITH THE PRODUCTS, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.

  8. Limitation of Damages
    IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY WHATSOEVER FOR PAYMENT OF ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR TORT DAMAGES OF ANY KIND.

  9. Force Majeure
    Neither Party shall be liable due to causes beyond that party's reasonable control, including, but not limited to, acts of God, war or terrorism, strike, delay by carrier, acts of other parties, changes in law, or inability to maintain labor and materials; provided, however, that in no event shall a force majeure event excuse Purchaser's prompt payment of any amounts due hereunder.

  10. Independent Contractor
    Nothing in the Agreement or these Terms and Conditions is intended to, or does, create any employee, joint venture, partnership, agency or similar relationship between the Parties, other than a purchaser and seller relationship. Purchaser shall not be, and it is not authorized to represent itself as, an agent or representative of Seller for any purposes.

  11. Governing Law
    The Agreement shall be governed exclusively by the laws of the State of California without regard to its conflicts of lawsprinciples that would have a contrary result. For articles of manufacture in Europe, sales are made subject to the general conditions established under the auspices of the United Nations Economic Commission for Europe (Geneva March 1957 No. 188A, for the furnishing and for the installation of equipment). If any action or proceeding shall be commenced to enforce or interpret the Agreement, these Terms and Conditions, or any right arising in connection with these Terms and Conditions and the Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all reasonable attorneys' fees, costs and expenses incurred by such prevailing party in connection with such action or proceeding, if provided by law. No remedy herein provided for shall be applicable where not permitted by law.

  12. Entire Agreement
    The Agreement and these Terms and Conditions constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. No modification, amendments or supplements to these Terms and Conditions or the Agreement shall be effective for any purpose unless in writing, signed by each party.

  13. Severability
    If any provision of these Terms and Conditions shall be deemed invalid or unenforceable, these Terms and Conditions shall be construed as though such provision does not appear herein and shall be otherwise fully enforceable.