Terms & Conditions

This Standard Terms and Conditions of Sale “T&Cs” shall control the sale of all Products of Scott Engineering Inc., d/b/a Scott Manufacturing Solutions (SMS) is referred to herein as “Seller”. The person, or entity to whom of which these T&Cs is referred to herein as “Purchaser”. Purchaser’s orders are expressly subject hereto, and Purchaser accepts these T&Cs which may not be changed except in writing signed by an authorized official of the Seller. Additional or different terms in any documents or communication from Purchaser are objected to by Seller and shall not be effective unless expressly agreed to in writing by an authorized official of Seller. The Products from Seller covered by these T&Cs are referred to herein as the “Products”. These T&Cs shall remain in full force and effect unless superseded by “Special Terms & Conditions” as submitted by Seller.

The  T&Cs  contained  in  the  applicable  Product  specifications,  and  any  supplements  or  modifications  thereto  confirmed  by  the  Seller’s  acknowledgment,  together  with  any  written  specifications signed by one of the Seller’s authorized  executives,  shall  constitute  the  complete  and exclusive statement and of the Seller’s T&Cs.

No transactions shall be subject to any affirmation  of  fact  or  promise,  that  relates  to  the  application,  performance,  or  description  of  the  Product,  unless  such  affirmation or promise is in writing and signed by one of the Seller’s authorized executives or is confirmed by the Seller’s acknowledgment. ANY TERMS, WHETHER IN A PURCHASE ORDER OR OTHER DOCUMENT OF THE IMMEDIATE PURCHASER, IRRESPECTIVE OF THEIR MATERIALITY, THAT ARE EITHER DIFFERENT FROM OR ADDITIONAL TO THIS SELLER’S T&Cs ARE OBJECTED TO AND ARE EXCLUDED UNLESS EXPRESSLY AGREED TO IN THE SELLER’S ACKNOWLEDGMENT.

Upon submittal of purchase order herein described as “PO”, the Purchaser acknowledges the T&Cs have been read, understood, and agrees that seller must provide written acknowledgment prior to any commencement of any work under these terms.  In special transactions involving a formal invitation to bid and a formal award by purchase T&Cs, the Seller’s conditions of sale apply only to the extent not inconsistent with the purchase T&Cs. All past T&Cs proposed by Seller which are different from or in addition to this document by Seller, and that pertains to this quotation are unacceptable to Seller, are expressly rejected by Seller, and shall not become a part of the quotation unless approved by Seller in writing to the Seller for requote. (Any modifications to this quotation shall be made in accordance with the foregoing paragraph and must be agreed to and signed by one of the Seller’s authorized executives.)

1. 1. 1. Terms of Offer (Quotation)
         1. Any price, quantity, or T&Cs stated in any quotation is effective for thirty (30) days from date of quotation unless changed by written notice of Purchaser by Seller of “the Effective Period.” No quotation shall have any force or effect after thirty (30) days from date of quotation unless the Effective Period of such quotation is expressly extended in writing by the Seller. All quoted pricing shall be in U.S. Dollars.
         2. After the issuance of quotations, the Seller may, without notice, make design changes for Product modernization or improvement.
         3. If specified in the quotation, a materials surcharge may be applied to the net selling prices of Products at the time of shipment, depending on the cost levels of purchased parts and materials in the preceding month.
         4. Quotation-listed weights, dimensions, and other such specifications are approximate, are subject to change without notice, and are not guaranteed, unless specified by Purchaser.
         5. ALL purchase order must be sent to orders@scott-eng.com unless another platform has been approved in writing.
      2. PO Acceptance
         1. Purchaser will order Products by issuing a written PO to Seller. POs are subject to acceptance by Seller, upon delivery to Purchaser of an “PO Acknowledgement”. If Seller rejects a PO due to conflicting information or inaccuracies, the PO will be rejected and returned to Purchaser for correction and resubmittal.
         2. All POs, whether based upon specific quotations or not, are subject to acceptance by the Seller only at its general offices in Chino, California.
         3. “Long-lead items,” as identified in the quotation, will be ordered upon submission of an acknowledged PO. Should Purchaser substitute previously identified “long-lead items,” Seller will charge Purchaser for said items unless the material vendor accepts returns without Seller's charge.
      3. Drawing Approval
         1. Seller will design the Products in line with, in Seller's judgment, good commercial practice. If at drawing approval, the Purchaser makes changes outside of the design as covered in their specifications, Seller will be paid reasonable charges and allowed a commensurate delay in shipping date, based on the changes made.
      4. Changes in Specifications
         1. Changes or revisions from specifications upon which the quotation is issued shall be charged to and paid by the Purchaser at the Seller’s applicable rates.
         2. The Seller’s time for performance shall be extended to cover any additional design or production time necessitated by changes requested. Purchaser shall hold Seller harmless from any and all claims, liability, and damage, directly or indirectly, arising from any such extension.
      5. Prices and Terms
         1. Milestone payments or deposits may be required and are at the discretion of Seller.
         2. Terms are net thirty (30) days from date of invoice unless otherwise specifically agreed in writing.
         3. If, in the judgment of Seller, the credit status of Purchaser, at any time, does not justify the continuation of production or shipment of Product ordered on the terms of payment agreed upon, Seller, in its sole discretion, may require revision of payment terms to its satisfaction or shall declare the work and work in progress outstanding, without obligation by either Purchaser or Seller concerning unshipped Product.
         4. If any payment is not made in full when due, Seller is entitled to recover possession of the Product shipped. If they are in Purchaser's possession or control, the Purchaser shall collect them at a place to be designated by Seller. Repossession by Seller shall not exclude or modify any remedy provided by law. Also, if payment is not made in full when due, Seller may require, for any POs or items or quantities thereon then outstanding, full or partial payment in advance or shall be entitled to cancel or defer any of such POs or quantities thereon and shall be entitled to payment by Purchaser for all damages.
         5. In the event any proceeding is brought by or against Purchaser under any bankruptcy or insolvency laws, Seller shall be entitled to cancel any POs or items or quantities thereon outstanding as of the date of such bankruptcy or insolvency. In the event Purchaser defaults in payment, Purchaser shall be liable for all collection's costs incurred by Seller including, but not limited to, attorney and collection agency fees. In the event, Purchaser does not pay when due, past due amounts are subject to service charges of one and one-half (1 ½) percent per month or maximum permitted by law. In the event of litigation pertaining to any matter covered by this T&Cs, Purchaser hereby agrees to waive any right that it may have to a jury trial or any or all issues that may be raised in such litigation.
      6. Payments
         1. All payments shall be in U.S. Dollars.
         2. Unless otherwise specified, payments shall become due date of shipment. If the Purchaser delays shipments, then payments shall become due on the date that the Seller is prepared to make shipment where Seller will invoice as “Ship in Place.”
         3. Any disputed amount reflected on the invoice must be directed to the attention of:  Controller, Scott Engineering, Inc. 5051 Edison Avenue, Chino, California 91710. Payment of other than the exact amount invoiced shall not be deemed satisfaction unless authorized in writing by the Controller.
         4. If the Purchaser delays the work to be performed hereunder, payments shall be made based on the purchase price and the percentage of completion. Equipment held for the Purchaser shall be al the risk and expense of the Purchaser.
         5. If the financial condition of the Purchaser at any time does not, in the judgment of the Seller, justify continuance of the work to be performed by the Seller  on the terms of payment as agreed upon, the Seller may require full or partial payment in advance, or shall be entitled to cancel any order then outstanding, and shall receive reimbursement for its reasonable and proper cancellation charges, for if in the event of bankruptcy or insolvency of the Purchaser or in the event any proceeding is brought against the Purchaser, voluntarily or involuntarily from service or reinstallation or disassembly or reassembly, or claims of their parties against the Purchaser of this T&Cs, however arising. No sales representative of Seller has the authority to alter, vary, or waive any of the standard terms and conditions herein.
      7. Delayed Payments
         1. Payment is expected upon, See Article 5b. If we do not receive payment in full on any invoice within thirty (30) days, late charges at .8333% interest per month (10% per year) will be imposed on your unpaid balance after 30 days. or fraction thereof, or the highest legal rate, on the unpaid balance.
         2. A grace period for the first month is fifteen (15) days.
      8. Price Adjustments
         1. Prices stated on the Seller’s PO Acknowledgment, or items or quantities thereon, for which the earlier of the actual or scheduled date of shipment (the “Controlling Date”) is within 360 days from date of PO. Prices are not subject to upward or downward adjustment unless specified in the quotation.
         2. Prices  for  POs,  or  items  or  quantities  thereon,  for  which  the Controlling Date is beyond 360 days after date of order, may be increased at time of shipment by the amount of percentages which will not cumulatively exceed One (1) percent for each full 30-day period or fraction thereof by which the Controlling Date is  beyond 360 days after date of order.
      9. Taxes
         1. The purchase price for Products does not include taxes and other charges, All taxes, including sales, use, privilege, excise, or other taxes or other related  charges levied by any jurisdiction, and shipping, handling, insurance, brokerage and similar fees, pertaining to the Products, shall be paid by Purchaser. Where the Seller is required to pay or collect sales, use, or other taxes, the above amounts will be added to the invoice as a separate item.
      10. Financial condition of the Purchaser
          1. Seller shall determine Purchaser’s credit limit from time to time at Seller’s discretion, and Purchaser will provide to Seller such financial information from time to time as may be reasonably requested by Seller.  If any PO by Purchaser exceeds its credit limit, or if Purchaser fails to make payments when due or otherwise defaults or commits a breach hereunder, Seller, effective immediately upon giving notice to Purchaser, may do the following:
             • Suspend credit and delay shipment until such terms are met, and/or
             • Alter the terms of payment: and/or
             • Cancel any order then outstanding and/or
             • Pursue any other remedies available by law or equity.
          2. If Purchaser fails to pay any charges when due, Seller may charge Purchaser a late payment charge as noted in Article 6b.
      11. Delivery
          1. Prices are “free-on-board (F0B) common carrier shipment point”, unless specified in quote summary.
          2. Shipping dates in the quotation are approximate and are based upon prompt receipt of all necessary information from Purchaser.  Any delay in receipt of complete information shall extend the delivery date by a reasonable time based on the condition of the Seller’s factory
          3. Products will be packaged in accordance with Seller’s standard practice.
          4. Unloading of shipment, provision of suitable facilities, and personnel at the delivery point for unloading shipments, are the Purchaser's responsibility. Where the Seller elects to ship via its vehicles, a maximum of two hours unloading time (after the arrival of the vehicle) will be allowed without extra charge.
          5. Risk of loss under FOB, except for shipments via the Seller's vehicles, and risk of loss of the Products or any part thereof, shall pass to the Purchaser upon delivery to the common carrier at point of shipment, Seller will assist Purchaser in submitting claims for loss or damage.
          6. Where the Seller elects to ship via its vehicles, risk of loss, of the Products or any part thereof, shall pass to the Purchaser upon their arrival at the delivery point for unloading shipments.
          7. The method and route of all prepaid freight shipments are optional with the Seller. If the Purchaser specifies that shipment be made other than the option by Seller, the Purchaser will bear the additional expense. All common carriers must use flatbed with air-ride suspension to ensure safe delivery of our Products. Crating, if possible, of Product will be at Purchaser’s additional expense. If destination may be reached in part by boat shipment only, water shipment will be made at the “Purchaser's expense collect”. In addition to the water shipping charges, cartage to the boat will be made at Purchaser's expense. If shipment is accepted by the Purchaser along the destination and re-forwarded by Purchaser, the re-forwarding is at the Purchaser's expense. No allowance will be made for freight, if the Purchaser accepts shipments at the Seller’s factory, or if” collect shipments” are requested.
          8. In handling charges for expedited shipments of Products is required, premium freight methods will be employed to minimize transportation time. Due to the extra attention required by such POs, a handling charge of $500.00 will apply, in addition to the extra charges for premium freight.
          9. For POs with the seller’s selection of transportation prepaid to common carrier delivery point nearest first destination, a fuel surcharge will be added to the invoice, if specified in the quotation.  This fuel surcharge will be calculated at the time of shipment and will be equal to 0.00875% of the net value of the order for every $0.05 increase in fuel price above a base fuel price at the time of shipment determined from the National Average Diesel Fuel Price Index provided by the United States Department of Energy.
      12. Force Majuere
          1. The Seller shall not be liable to the Purchaser for any failure or delay in complying with  this T&Cs, if such failure or delay shall be due to any act of God, nature or the public enemy, accident, explosion, operation malfunction or interruption, fire, storm, earthquake, flood, drought, epidemic or pandemic, perils of the sea, strikes, lockouts, labor disputes, riots, sabotage, embargo, war (whether or not declared and whether or not the United States is a participant), federal, state, or municipal legal restriction or limitation or the compliance therewith, failure or delay of transportation, shortage of, or inability to obtain raw materials, supplies, equipment, fuel, power, labor or other operational necessities, interruption or curtailment of the power of other energy or fuel supply or any other circumstances of similar nature beyond the reasonable control of the Seller. The Seller shall not be required to resolve labor disputes or disputes with the supplier of raw materials, supplies equipment from service or reinstallation or disassembly or reassembly, or claims of their parties against the Purchaser of this T&Cs, however arising. No sales representative of Seller has the authority to alter, vary, or waive any of this T&Cs herein.
      13. Claims for Shortages or Shipping Damages
          1. ALL claims must be submitted to  customerexperience@scott-eng.com. Any Product received damaged must be noted on the delivery receipt by the delivery carrier at the time of delivery and reported to the Seller no later than seven (7) days after receipt of shipment. Claims for shortage Products, must be made in writing to the Seller within twenty (20) days after receipt of shipment. For any claims under this Paragraph (13) for which the Seller may be liable, the Purchaser's exclusive remedy shall be by repair or replacement. “FOB factory”, as the Seller may elect, of such Product, and NO in and out charges are allowed.
      14. Concealed Damage
          1. Concealed damage claims must be reported and confirmed in writing in accordance with I.C.C. regulations to the delivering carrier no later than ten (10) days from the date shipment was initially received.
          2. Except in the event of FOB destination shipments, Seller will not participate in any settlement of claims for concealed damage. When a shipment has been made on an FOB destination basis, the Purchaser must unpack immediately and, if the damage is discovered, must:
             • Not move the Products from the point of examination,
             • Retain shipping container and packing material,
             • Notify the carrier in writing of any apparent damage,
             • Notify Seller representative at customerexperience@scott-eng.com within 72 hours of delivery and,
               1. Provide photographic evidence to aid in swift claim resolution, and a copy of the carrier's inspection report.
      1. Liquidated Damage
         1. POs that include liquidated damage clauses for failure to meet shipping or job completion promises are not acceptable or binding on Seller, unless such clauses are accepted explicitly in writing signed by one of the Seller’s authorized  executives  at its head office.
      2. Returns
         1. The Purchaser may not return Products without first securing a return merchandise authorization (RMA) number and identification labels from Seller at customerexperience@scott-eng.com. Seller authorizes Purchaser to return unused, recently received Products. Charges will be made to cover outgoing transportation paid by the Seller, plus cost of restocking, repacking, re­inspection, repair, or disassembly as applicable. In general, charges over and above the transportation will be at 75% or more, of the net selling price for Products of a custom nature, which must be unpacked and disassembled, when certain parts and subassemblies may be salvageable.
         2. Authorized returns, with the return RMA number identified on the Product to be returned, should be shipped, freight prepaid and at the immediate Purchaser’s risk, to the address below unless otherwise instructed:

      Scott Engineering, Inc.

      Returns Center

      5051 Edison Ave.

      Chino, CA 91710

      1. 1. The Seller will only accept cancellations or modifications of a PO by the Purchaser in writing and on that payment made to the Seller for expenses incurred up to the time that the Seller accepts the cancellation or modification. For this Seller will assess a minimum charge of $500.00. Unless otherwise provided, if there has been an accumulation of materials engineering or drafting, Seller will base the cancellation on actual costs incurred, plus a reasonable allowance for overhead and profit up to 100% of the selling price.
         2. The Seller will not be responsible for any back charges to correct any possible manufacturing error or any modifications to meet existing conditions, or for any reason whatsoever, unless authorized by the Seller in writing. The Purchaser should report any field problem to Seller at customerexperience@scott-eng.com .
      2. Limitations of Liability
         1. The Purchaser’s exclusive remedy on any claim of any kind for any loss or damage arising out of, connected with, or resulting from this T&Cs, or the performance or breach thereof, or from the design, manufacture, sale, delivery, resale, or repair or use of any Products covered by or furnished under this T&Cs, including but not limited to any claim of negligence or  other tortious breach, shall be the  repair or  replacement, “FOB factory”, as the Seller may elect, or the Product or part thereof giving rise to such claim, except that the Seller's liability for such repair or replacement shall in no event exceed the purchase price allocatable to the Products or part thereof (which gives rise to the claim.) THE SELLER SHALL IN NO EVENT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
      3. Storage
         1. Any item of the Product(s) on which manufacture or shipment is delayed by causes within Purchaser’s control, or by causes which affect Purchaser’s ability to receive the Product(s), may be placed in storage for an agreed-upon amount by Seller for Purchasers account and risk. The Product may be “shipped in place” to afford constructive delivery.
      4. Assignment
         1. Any assignment of the PO, or any rights hereunder, by the Purchaser without the written consent of the Seller shall be void. The provisions of any third-party contracts resulting from the PO are for the benefit of the parties hereto and not for any other person. No waiver, alteration, or modification of any of the provisions in this T&Cs shall be binding unless in writing and signed by a duly authorized representative of the Seller and Purchaser.
      5. Termination
         1. The Purchaser may terminate any order only upon written notice and upon payment of reasonable and proper termination charges, plus a profit. Such fair and appropriate termination charges shall include, but not be limited to, all costs incurred at date receipt of written termination notice for any accumulation of materials, costs of terminating POs on said materials, and engineering or drafting fees. Seller will base the termination charge on actual costs incurred, plus a reasonable allowance for overhead and profit up to 100% of the selling price as usual and customary.
      6. Inspection and Testing
         1. Seller's standard specifications and tests apply to all orders. All charges for inspections or tests not regularly furnished are for Purchaser's account and fees will be provided in quotation. All inspections shall be conducted at Seller's plant, and failure of Purchaser to avail himself of inspection privileges shall be deemed a waiver of such privileges. Seller may also include additional; recommended specific non-standard testing in quotation. If Purchaser refuses such recommendations, the Purchaser will hold Seller harmless, and the Seller shall not be liable for any penalty or for any special, consequential, or incidental damages, such as loss of profits or revenue, loss of  other equipment, down-time costs, costs associated with the removal of the equipment from service or reinstallation or disassembly or reassembly, or third-party claims against the Purchaser.
         2. Seller shall comply with standard industry quality practices and procedures. Seller agrees that Purchaser shall have the right to enter Seller's facility at reasonable times to inspect the facility, Product, materials, and any property of Purchaser covered by this PO and Seller's records relating thereto.
      7. Warranty
         1. Seller warrants to Purchaser for the period of twelve (12) months from date of shipment, that the Products delivered will be of the kind and quality specified in the quotation description and will be free of defects of quality and materials. Should any failure, to conform to the warranty, appear under proper and regular use, the Seller agrees, upon prompt written notification to customerexperience@scott-eng.com thereof and confirmation, that the equipment has been stored, installed, operated, and maintained in accordance with all recommendations of the Seller and standard industry practice, to correct the nonconformity, either by repairing any damaged or defective parts of the equipment, or (at Seller's option) by shipment of necessary replacement parts. Purchaser  agrees  that any  claim  of  any kind by Purchaser based on or arising out of this T&Cs or otherwise, shall be barred unless asserted by Purchaser by the date noted above., No sales representative of Seller has authority to alter, vary, or waive any of this T&Cs.  To the extent permissible, Seller shall extend to Purchaser the rights and warranties that Seller received from the original material vendor for the material used in the manufacture of Products. The Seller and Purchaser shall work in good faith on other warranty claims that Seller is able to assert against the material vendors. As required, Seller shall disclose the warranties that it receives from its material vendor(s) so far as not prohibited by agreement with such vendor(s). Seller shall work together with Purchaser to develop a mutually agreeable process to review the Vendor’s terms and conditions of the material warranties provided, by approved material vendors. in an effort, jointly with Seller where appropriate, to extend the terms of such Material warranties to the Purchaser of the Products incorporating such material, and so that the warranty period of such Material warranties becomes co-extensive with the Warranty Period provided for in  respect of the Product provided by Vendor to Seller.
         2. Seller does not provide a warranty for any defects or nonperformance of materials solely specified by Purchaser.
         3. Product built- to- order is not subject to return for credit.
      8. Warranty for Service (Limited)
         1. The warranty described in the preceding paragraph is exclusive, and the remedies provided herein above for breach of this warranty shall constitute Purchaser's sole remedy and fulfillment of all Seller's liability. In no event shall Seller's liability to Purchaser exceed the specific Product's price, which gives rise to Purchaser's claim. The Seller's warranty does not apply to major components; however, Seller will assign to Purchaser all manufacturers' warranties that apply to such major components. AII other warranties whether express or implied or arising by operation of law, course of dealing, usage of trade or otherwise, are excluded. The only warranties are those stated herein, and there are no express or implied warranties of merchantability or fitness for a particular purpose.  The Seller shall not be liable for any penalty or for any special, consequential, or incidental damages, such as loss of profits or revenue, loss of  other equipment, down-time costs, costs associated with the removal of the equipment from service or reinstallation or disassembly or reassembly, or third-party claims against the Purchaser.
      9. Seller’s Remedies
         1. The rights of Seller specified herein are cumulative and in addition to the rights available to Seller at law or in equity. No delay or failure, by Seller to exercise any right or remedy, shall impair any of such rights or remedies or be construed to be a waiver of any breach or acquiescence therein. Any single or partial exercise of any right or remedy shall not preclude other or further exercise thereof or the exercise of any other right or remedy.
      10. Proprietary Rights
          1. The sale of the Product hereunder to Purchaser shall in no way be deemed to confer upon Purchaser any right, interest or license in any patents or patent applications that Seller may have covering the Product, Seller retains for itself all proprietary rights, in and to all designs, engineering details and other data and materials pertaining to any Product supplied Seller, and to all discoveries, inventions, patents, and other proprietary rights arising out of work done in connection with the Product or with any and all Products developed as a result of thereof, including the sole right to manufacture any and all such Products. Purchaser warrants that it will not divulge, disclose, or in any way make use of such information e.g. (as-built drawings, software, and design information), and that it will not manufacture or engage to have manufactured such Products.
      11. Assignment
          1. The PO may not be assigned by Purchaser without the express written consent of the Seller, which consent will not be unreasonably withheld.
      12. Clerical Errors
          1. The Seller reserves the right to correct clerical errors or omissions in quotations, acknowledgments, invoices, or other documents.
      13. EEO Compliance
          1. The Seller shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
      14. California Law Governs
          1. Any POs issued pursuant to this quotation shall be governed by and construed in accordance with the laws of the State of California, any disputes arising hereunder will be heard by a court of competent jurisdiction in California. This T&Cs shall remain in full force and effect and shall be deemed as accepted upon receipt of PO from Purchaser, unless superseded by a supplement to this T&Cs, and agreed in writing by an officer of the Company of both Purchaser and Seller.
      15. Entire T&Cs
          1. This quotation and this T&Cs, together with attachments, exhibits, or supplements, specifically referenced in the quote, constitutes the entire understanding between Seller and Purchaser and supersedes all prior oral or written representations and T&Cs. Any changes to the PO must be made by a change order by Purchaser.