general conditions of sale

SCOTT PREMIUM CLOSURES

Updated April 2nd, 2026

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 Premium Closures, Ltd or Scott Premium Closures Inc whichever is the entity indicated as seller in the relevant Order Confirmation (“Scott Premium Closures” 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 Premium Closures 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 Premium Closures and Buyer.
  • 5. Any electronic communication between Scott Premium Closures and Buyer shall be considered to be a “writing” and/or “in writing”. The electronic communication system used by Scott Premium Closures 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 Premium Closures. Scott Premium Closures may refuse an order without cause.
  • 7. Prices and currencies for Scott Premium Closures’ Goods are set out in Scott Premium Closures quotation or Order Confirmation. Unless otherwise agreed, Scott Premium Closures’ prices include standard packaging and Sales and Use Taxes will be added to invoices separately, as required, except if Scott Premium Closures is provided with proper exemption or registration number prior to sale.

PRICE

  • 8.  Scott Premium Closures is entitled to increase the price of goods still to be delivered if any of the cost price elements has been subject to an increase.  The elements include but are not limited to:  raw and auxiliary materials, energy, products supplied to Scott Premium Closures by third parties, wages, salaries, social security, contributions, government charges, and freight costs and insurance premiums.  Scott Premium Closures shall notify buyer of such increases.

PAYMENT

  • 9. Invoices are payable to Scott Premium Closures 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. The use of credit card as a payment method is only accepted at the time of ordering.
  • 10. Terms granted for the payment of an invoice are to be considered an ultimate deadline. Scott Premium Closures 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 Premium Closures in the collection of any outstanding invoice shall be reimbursed by Buyer. In case of late payment of any order, Scott Premium Closures may postpone the delivery of any other order until the price of the Goods is paid in full.
  • 11. Any complaint with respect to an invoice must be notified in writing to Scott Premium Closures within 8 days of the invoice date. After that delay, Buyer is deemed to have accepted said invoice.

DELIVERY AND RECEIPT

  • 12. Any time or dates for delivery indicated on any invoice are indicative and shall not be of the essence. Scott Premium Closures 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 Premium Closures’ order confirmation shall not permit Buyer to refuse the Goods.
  • 13. Freight carrier chosen by Scott Premium Closures 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 Premium Closures.

INSPECTION AND CONFORMITY TO SPECIFICATIONS

  • 14. 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.
  • 15. 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 Premium Closures no later than seven (7) days from the delivery date. Other complaints must be made in writing and received by Scott Premium Closures (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.
  • 16. A determination of whether or not delivered Goods conform to the agreed specifications as indicated in Scott Lab’s commercial offer or, in the absence of agreed specifications, to the most recent specifications approved by Lallemand at the time of delivery of the Goods (the “Specifications“), shall be done solely by analyzing the samples or records retained by Scott Premium Closures and taken from the batches or production runs in which the Goods were produced, in accordance with the methods of analysis used by Lallemand. Goods that are returned to Scott Premium Closures upon its instructions shall be returned to Scott Premium Closures at the risk of Buyer to the destination indicated by Scott Premium Closures.
  • 17. 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 Premium Closures 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

  • 18. Risks to the Goods shall transfer to Buyer according to the applicable sale’s Incoterm.
  • 19. 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 Premium Closures at the risk and expense of Buyer.
  • 20. Goods remain property of Scott Premium Closures until full payment of the purchase price of the Goods, including all applicable fees such as interests, charges etc.

WARRANTY

  • 21.  Scott Premium Closures solely warrants that the Goods shall conform to the Specifications on the date of delivery. If and to the extent that the Goods fail to meet such warranty, as determined in accordance with articles 15 and 16 of these GCS, Scott Premium Closures may at its own option within a reasonable time either replace the Goods at no charge to the Buyer, or issue a credit note for any such Goods in the amount of the original invoice. Scott Premium Closures obligation is thus limited to the replacement of the Goods, or the issuance of a credit note for the Goods.
  • 22. Scott Lab’s obligation to replace or credit shall be contingent upon receipt by Scott Premium Closures of timely notice of any alleged non-conformity, and if applicable, the return of the Goods in accordance with article 14 of these GCS. 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 other purpose and/or infringement of any claim in any intellectual property right covering the Goods.

LIMITATION OF LIABILITY AND INDEMNITY

  • 23. Scott Premium Closures’ 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 Premium Closures 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.
  • 24. The Buyer shall indemnify and hold harmless Scott Premium Closures 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

  • 25. “Event of Force Majeure” shall mean an unforeseeable and irresistible event, including but not limited to pandemic, fire, flood, earthquake, windstorm or other natural disaster, cyberattacks including but not limited to data breaches, ransomware, denial-of-service, or other malicious cybersecurity incidents, act of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities, whether war be declared or not, civil war, rebellion, labor dispute, government actions, insurrection or impossibility to supply due to excessively onerous supply conditions, being beyond the reasonable control of any of the parties and affecting its performance or the fulfilling of any obligation to the exclusion of payments due.

  • 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 Premium Closures’ sole property.

PERSONAL DATA

  • 30. Each party agrees to comply with all applicable data protection and privacy laws, including the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA/CPRA”), as well as other relevant jurisdictional laws. In the course of fulfilling orders and maintaining the business relationship, limited personal information of the parties’ personnel (such as name, contact details, job title, or business email address) may be shared and processed. Each party represents that it has provided any required notices to its personnel whose personal data may be disclosed and, where necessary, has obtained appropriate authorizations for such disclosure. Personal data collected will only be used for legitimate business purposes and retained only as long as necessary for those purposes, in accordance with the retention schedules outlined in our applicable privacy policies.
If personal data is transferred internationally, the parties agree to implement appropriate safeguards, including, where applicable, data protection agreements, standard contractual clauses, and technical and organizational security measures such as encryption, access controls, and regular audits.
  • 31.  Scott Premium Closures recognizes and facilitates the rights granted under the CCPA/CPRA to individuals whose personal information may be collected in the course of this business relationship. These rights include:
•   The right to know what personal information is collected and how it is used;
•   The right to request access to, correction of, or deletion of personal information;
•   The right to opt out of the sale or sharing of personal information;
•   The right to limit the use of sensitive personal information (if applicable);
•   The right to non-discrimination for exercising any privacy rights.
Requests to exercise any of these rights may be submitted through one of the following methods:
•   Online at: Home | Scott Premium Closures
•   By email at: privacy-corporate@lallemand.com
•   By toll-free number: 1-800-821-7254
We will verify the identity of the requester using reasonable means, which may include limited identity confirmation based on the nature of the request. Personal information provided solely for the purpose of verification will be securely stored and deleted once the request is fulfilled. Cookie & Privacy Policy | Scott Premium Closures.

GOVERNING LAWS AND DISPUTE RESOLUTION

  • 32. These GCS 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.
  • 33. 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.
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