SCM Terms and Conditions
This Machinery Acquisition Agreement (MAA), effective as of the date of execution by the second party, is an agreement by and between SCM North America INC., 2475 Satellite Blvd, Duluth, GA 30096 a Georgia corporation (SCM) and the customer identified on Order / Transaction page (Customer).
The Transaction is an integral part of the agreement by and between SCM and Customer and is hereby fully incorporated and made a part of this MAA by reference. Customer acknowledges receipt of a copy of this Transaction.
If the acquisition of the Machinery is a Purchase (as defined below), then pursuant to the terms and conditions of this MAA and the Transaction page, SCM hereby sells and Customer hereby purchases the Machinery, as defined in the Transaction page (the “Machinery”). If the acquisition is a Finance (as defined below), then pursuant to the terms and conditions of this MAA, the Transaction page and Financing Agreement (as defined below), SCM hereby sells the Machinery to the Financing Company and Customer Finances the Machinery from the Financing Company.
If Customer purchases the Machinery directly from SCM, then the acquisition shall be referred to as a “Purchase”. If Customer Finances the Machinery from a separate Financing company (the “Financing Company”) pursuant to a Finance between Customer and the Financing Company (the “Financing Agreement”), then the acquisition shall be referred to as a “Finance”.
Approximate Shipping Date: within 5 working days, unless noted on the order confirmation. SCM will provide order confirmation with anticipated ship date indicated.
Note: (i) Voltage to the Machinery is as specified in the Machine Specifications ;(ii) some listed accessories may arrive following delivery of the Machinery to the Customer.
Machinery is Sold FOB: Duluth, GA or Carson, CA. Customer may arrange transportation or SCM will provide quote for transportation to final destination at customer’s expense. Purchase Price does not include taxes associated with the transaction. SCM is not responsible for state and local taxes.
The Purchase Price shall be paid in USD by CREDIT CARD or other means of payment offered on the platform.
If the acquisition is a Purchase, then the Purchase Price shall be paid by the Customer. If the acquisition is a Finance, then the Purchase Price shall be paid by the Financing Company.
The MAA includes the additional terms and conditions attached hereto (the “Terms and Conditions”). By selecting box, Customer: (i) makes a firm offer to SCM, which SCM may only accept after review and execution of this MAA by an authorized representative of SCM in Duluth, Georgia, and (ii) acknowledges that this MAA governs all of the obligations that SCM owes to Customer with respect to the Machinery. This document and the Terms and Conditions, along with the Transaction page, represent the complete agreement between SCM and Customer concerning the Machinery, which supersedes any previous written or oral agreement. These documents can only be modified in a writing executed by all parties All Sales are Final with No Return, No Refund
- SCM’S ACCEPTANCE. If SCM accepts Customer’s offer, it will do so only pursuant to the terms and conditions of this MAA. If Customer submits a purchase order or other document, it shall in no way amend or supersede any provision in this MAA, and the terms and conditions of this MAA govern. SCM may deposit any monies received from Customer, pending a determination of whether SCM will accept Customer’s offer, and such act shall not constitute acceptance. If SCM rejects Customer’s offer, then SCM shall remit, without interest, all such monies.
- CUSTOMER’S ACCEPTANCE OF MACHINERY. Unless Customer sooner notifies SCM in writing, Customer shall be deemed to have effected final acceptance of the Machinery, including the associated software (hereinafter the “Machinery”), upon the earliest of: (i) Customer’s use of the Machinery for any purpose other than conducting acceptance testing, (ii) ten (10) days following installation of the Machinery, or (iii) thirty (30) days following delivery of the Machinery if installation was delayed at Customer’s request or was necessary because the installation site was not prepared for installation. Any rejection of the Machinery must be made in writing and delivered to SCM prior to final acceptance and must include a detailed description of the alleged nonconformity with the Transaction page. For the timing and terms of payment, see the schedule on the first page of this MAA.
- TECHNICAL SERVICE AND INSTALLATION. Before SCM’s technicians depart for Customer’s site, SCM must receive Customer’s written confirmation that the site preparations specified in the Transaction page have been completed. If installation is delayed because the installation site is not ready, then SCM will be entitled to delay the installation until its technicians are available.
- TAXES. The Purchase Price does not include any federal, state, provincial, or local property tax, license, privilege, sales, use, excise, gross receipts, value added, or other taxes that may now or hereafter be applicable to, measured by, or imposed upon, or with respect to, any transaction, any property, (including without limitation its sale, its value, or its use), or any services related to this MAA (the “Taxes”). Customer agrees to reimburse SCM for any Taxes that SCM is required to pay. If the parties agree that any person or entity other than SCM will remit any of the Taxes to the proper authority, then Customer shall indemnify and hold SCM harmless from any liability arising out of such Taxes, as well as any interest or penalties related thereto. Any applicable State or Local Sales or Use Tax (the “Sales Tax”) will be added to a final invoice that includes the Final Payment. SCM will collect and remit the Sales Tax when required to do so, unless either the Customer or Financing Company furnishes a valid resale/exemption certificate to SCM relieving SCM of the requirement to collect and remit the Sales Tax. If the certificate furnished to SCM is held invalid, then the party that furnished such certificate to SCM shall pay the Sales Tax (plus all applicable penalties and interest at the rate of the lesser of 1½ percent per month or the maximum rate permitted by law) not collected as a result of relying on such invalid certificate. The sum of the Purchase Price and all other amounts due and payable to SCM pursuant to this MAA, including but not limited to Taxes and Sales Taxes, shall be referred to as the “Full Purchase Price”.
- MODIFICATIONS AND SPECIAL ORDERS.
(a) Modifications to the Machinery that are requested by Customer after Customer executes this MAA shall be deemed to be accepted by SCM only upon SCM’s issuance of a written confirmation of its acceptance. Customer shall pay all additional charges and expenses of SCM in connection with such modifications before SCM begins to implement such modifications. Modifications may affect the Shipping Date.
(b) If requested by SCM, Customer will send a sample of the material used by Customer at the time of the order. Failure to do so relieves SCM of liability for proper functioning of the Machinery in connection with such material.
(c) At any time prior to delivery, SCM may modify the Machinery, provided such modification does not materially adversely affect the Machinery’s compliance with the specifications set forth in the Transaction page and does not materially adversely affect the form, fitness, functions, safety, reliability, performance, and/or maintainability of the Machinery. If SCM intends to modify the Machinery, then SCM shall notify Customer in writing, explaining the changes, the reasons therefor, and the consequences thereof.
- Liability Waiver and Indemnification. Customer acknowledges that SCM is not affiliated with Customer in any way and that SCM does not warrant against and shall not be responsible for any economic loss, property damage, product liability or personal injury, claimed by Customer, its agents, employees, insurance carriers, subrogees, successors, or assigns, arising out of the use of the Machinery. Customer has the sole responsibility for the installation, operation and maintenance of the Machinery and use of all available safety equipment and for complying with all requirements of OSHA and any other state or federal safety laws or regulations as they may pertain to the Machinery. Customer acknowledges and agrees that SCM shall not be liable in any manner for and that Customer shall defend, indemnify, and hold SCM harmless from and against any and all claims, causes of action, suits, proceedings, costs, fees, damages, penalties, losses, liabilities, and expenses (including reasonable attorneys’ fees and litigation expenses) of any kind arising out of or attributable to Customer’s or its agents’ (i) negligence or willful misconduct, (ii) misuse or unauthorized modifications, repairs, or alterations to the Machinery, (iii) improper installation, storage, maintenance or operation of the Machinery, and (v) failure to strictly follow, implement and abide by all applicable operating instructions, safety instructions, maintenance instructions, training recommendations, manuals, warnings, laws, or regulations.
- DELIVERIES AND SHIPPING.
(a) The Shipping Date is approximate and is contingent upon prompt receipt of all necessary information, the Down Payment, and the Second Payment. SCM may ship early. SCM is not obligated to ship the Machinery until SCM has received full Payment.
(b) If Customer requests a delay in the Shipping Date or fails to take delivery, the risk and/or responsibility for the care of the Machinery shall remain with SCM, and Customer shall pay SCM for costs incurred by SCM because of such delay or failure, including but not limited to warehousing, storage, and insurance.
(c) If Customer requests that the Shipping Date be delayed, after notification of machines readiness, by more than fifteen (15) days, SCM will charge warehouse and storage fees or SCM may: (i) cancel this MAA, (ii) retain any amounts previously received pursuant to this MAA or the Price Quotation up to the maximum of the Down Payment, which Customer agrees is reasonable and just compensation for SCM’s damage and not a penalty, (iii) sell the Machinery to another party, and (iv) charge Customer for further damages, if applicable.
(d) SCM shall deliver the Machinery to the first carrier. SCM does not promise a delivery date. Customer, at Customer’s sole expense, shall make all necessary arrangements, subject to SCM’s approval, to unload the Machinery and any component part thereof pursuant to SCM’s instructions and using professional riggers, the performance of which shall be the responsibility of Customer.
7A. PICKUP / DELIVERY. The following steps should be followed upon pickup or delivery of your machine. If in doubt about whether to accept or refuse the shipment, CALL SCM FIRST BEFORE REFUSING! The driver may attempt to leave without allowing for inspection. If so, DO NOT SIGN, CALL SCM IMMEDIATELY!!!
Upon arrival at your facility, immediately count and inspect machine piece(s). If visible damage, notate as “damaged” and sign. If possible, specify in writing to SCM ONLY what is damaged – examples: crate punctured, box smashed, machine hanging off pallet, pallet destroyed, etc….). DO NOT NOTATE ADDITIONAL INFO ON THE DELIVERY RECEIPT!!!!
(a) If no shortages or visible damages to outside packaging, sign for release. Inspect immediately while driver is present. If not, inspect immediately for any concealed damages. Concealed damages must be reported within 24 hours along with photos to SCM Logistics. Send email with subject heading: serial number or our order number and a detailed description of what is specifically damaged.
(b) Refusing a shipment without authorization from SCM Logistics or our warehouse staff may create chargeback expenses to the customer (including but not limited to return freight charges, re-shipping charges, repackaging cost, labor costs, etc….) should the inspection conclude damages were minimal/cosmetic!
Take photos of machine on the truck, as well as all four sides and the unloading process. Additional photos of the specific damaged part(s) should also be taken.
Open crate and check top and bottom of the packages not just the sides for any “hidden” damages.
Notate on bill ANY and ALL shortages and damages including any irregularities on the machine even if the machine does not appear to have damages to the packing. If in doubt, contact SCM Logistics or our warehouse staff directly. NOTATE DAMAGED ONLY– DO NOT SUGGEST LIABILITY OR PROVIDE FEEDBACK ON THE RECEIPT OR TO THE CARRIER.
Contact the carrier to initiate the claim process directly with carrier. SCM will not assume risk. All replacements and repairs are the responsibility of the Receiver. Please feel free to contact SCM Logistics at (770) 813-8818 if unsure.
Send via email a detailed description of specific damages along with all photos to SCM Logistics Dept. Failure to notify SCM Logistics Department same day or within 24 hours from delivery will result in damages NOT being covered by SCM GROUP NORTH AMERICA. All cost associated with replacement or repair will be the responsibility of the dealer or customer. No Exceptions!!!
- FORCE MAJEURE.
(a) SCM shall not be liable or otherwise responsible for any default or delay in performance attributable to Force Majeure. “Force Majeure” shall mean acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, quarantine restrictions, factory conditions, strikes, labor disputes, delays in transportation, shortage of transport vehicles, labor or materials, or any other circumstance or cause beyond SCM’s reasonable control.
(b) If SCM’s performance is delayed by any such cause, the Shipping Date or time of completion will be extended by a period reasonably necessary to overcome the effect of such delay.
- TERMS OF PAYMENT.
(a) Customer shall pay all amounts payable to SCM when due pursuant to the schedule on the front page of this MAA, time being the essence thereof. Customer’s payment of the Full Purchase Price shall be secured by a first-priority security interest that Customer hereby conveys and grants to SCM in the Machinery. SCM shall have all rights of a secured party under Georgia law, with respect to the Machinery. Customer will execute and file any documents necessary to perfect and preserve SCM’s security interest in the Machinery. If the acquisition is a Finance, then the term “Financing Company” shall replace all references to “Customer” in this Section 9(a) only, except that regardless of whether the acquisition is a Purchase or a Finance, neither the Customer nor the Financing Company shall move the Machinery from its initial installation site until either the Customer or the Financing Company pays all amounts payable to SCM pursuant to this MAA and SCM fully reFinances the security interest created pursuant to this Section 9(a).
(b) If full payment is not received when due, then (without prejudice to the right of SCM to immediate payment) Customer shall pay interest at the rate of the lesser of 1½ percent per month or the maximum rate permitted by law. If the acquisition is a Finance, then the term “Financing Company” shall replace all references to “Customer” in this Section 9(b) only.
(c) SCM shall have the right to require full or partial payment in advance at any time if, in its opinion, the financial condition of Customer does not justify the terms of payment specified. Without limiting the foregoing, should Customer (i) commence voluntary bankruptcy or similar proceedings, (ii) consent to, or fail to contest in a timely and appropriate manner, any involuntary bankruptcy or similar proceedings, (iii) become insolvent, or (iv) admit its inability to pay its debts, then SCM shall have the right to cancel any order and recover damages from Customer. This Section 9(c) shall not apply if the acquisition is a Finance.
- RISK OF LOSS AND INSURANCE.
(a) Risk of loss of the Machinery shall pass from SCM to Customer when SCM puts and holds the Machinery or any component part thereof at Customer’s disposition and gives Customer notice thereof. SCM shall bear all risk of loss or damage in transit and shall be responsible to file claims with any carrier for damage occurring during shipment.
(b) Customer shall specifically insure the Machinery against “all risks,” subject to normal exclusions, from the time the risk of loss passes to Customer, which includes, but is not limited to unloading and installation of the Machinery. If all amounts payable by Customer to SCM are not paid in full to SCM after installation, Customer shall continue to insure the Machinery pursuant to this Section until all amounts payable to SCM are paid in full. The amount of such insurance shall be no less than the Full Purchase Price, with loss first payable to SCM, as SCM’s interest may appear. Evidence of such insurance, satisfactory to SCM, shall be submitted by Customer prior to shipment, or SCM may, at SCM’s option, procure such insurance at Customer’s expense plus interest in the amount of the lesser of 1½ percent per month or the maximum interest permitted by law.
- WARRANTY AND LIMITATION OF LIABILITY.
(a) SCM warrants, for a period of one (1) year beginning on the date the Machinery is accepted pursuant to the provisions of Section 2 of this MAA (the “Warranty Period”), that the Machinery will be free of defects in workmanship and materials, excluding belts, bearings, and common electrical parts, which carry a six-month warranty. This warranty does not include parts consumed during normal operation (wearable items), working units, or maintenance required in the ordinary course of operation. SCM shall warrant any replacement spare parts and accessories installed pursuant to this warranty for the period of ninety (90) days. Notwithstanding any other provision of this MAA, Customer has no right to assert a warranty claim, and SCM has no obligation to honor a warranty claim: (i) until the Full Purchase Price has been paid to SCM, or (ii) if Customer is in breach of the Financing Agreement if the acquisition is a Finance. If the acquisition is a Finance and Customer is in breach of the Financing Agreement, then such breach shall not toll the running of the Warranty Period. If any failure to conform to this warranty occurs within the Warranty Period and the Full Purchase Price has been paid to SCM, then upon prompt written notification and written substantiation by Customer that the Machinery has been stored, installed, operated, and maintained in accordance with all instructions of SCM (including but not limited to the use of recommended tooling) and with standard industry practice, and provided SCM is given reasonable access to the Machinery during normal business hours, then SCM shall take the action described in this Section 11(a). If, upon receiving the aforementioned notification, SCM concludes that the nonconformity is a valid warranty claim and can be remedied by replacing one or more parts of the Machinery and said replacement requires neither specialized training nor a significant time commitment, then SCM shall, at its expense, ship said part or parts to Customer and provide Customer the telephonic consultation necessary to assist Customer in replacing said part or parts. If such replacement fails to correct the nonconformity, or if, upon receipt of the aforementioned notification, SCM concludes that the nonconformity is a valid warranty claim and cannot be remedied as described above, then SCM shall, at its expense, perform, or direct subcontractors to perform, all work necessary to correct such nonconformity by either repairing or, at SCM’s option, replacing any defective work or materials. This warranty shall not obligate SCM to perform any work required to provide access to a defect, including but not limited to the removal, disassembly, replacement, or reinstallation of products, not related to the Machinery, or any materials, or structures that are not part of the Machinery, if such activities must be undertaken solely to provide such access to the defect. If Customer alters or attempts to repair the Machinery, or causes same to be effected, other than as specifically set forth in this Section 11(a) , then the warranty set forth in this Section 11 shall be void.
(b) SCM warrants that the Machinery shall be free of the rightful claim of any person arising from patent or trademark infringement. SCM shall indemnify Customer against any liability arising from successful claims of patent or trademark infringement in connection with the Machinery or on account of any composition, process, invention, article, or appliance used or furnished by SCM in the performance of this MAA. SCM shall defend any actions brought against Customer for any such claim and shall pay any judgment that may be awarded against Customer for such claim. SCM shall have the right to participate in, or assume exclusively, the defense of any such claim or action.
(c) The Machinery shall not be subjected to test procedures other than those agreed to by SCM in writing. Payment of the Full Purchase Price shall not be contingent upon the results of any unauthorized testing procedures. Before any test may be used to evaluate the Machinery, Customer shall: (i) provide SCM with reasonable written notification of such test, (ii) allow SCM to be present during such test, and (iii) receive SCM’s consent to the conditions of such test, which consent will not be unreasonably withheld. If a test is performed on the Machinery, and SCM has not consented to the conditions of such test, then the warranty set forth in this Section 11 shall be void.
(d) If Customer makes a warranty claim that proves to be invalid, then Customer shall pay SCM all of SCM’s expenses incurred in connection with the investigation of said invalid claim and any work performed by SCM.
(e) THE WARRANTY SET FORTH IN SECTION 11(a) IS THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER AGAINST SCM, INCLUDING WITHOUT LIMITATION FOR ANY ALLEGED DEFECTS WITH THE MACHINERY. Fulfilling its obligations stated in Sections 11(a) and (b) shall constitute complete performance of all the obligations and liabilities of SCM with respect to, or arising out of, this MAA, regardless of whether a claim is based in contract law, tort law (including negligence, failure to warn, strict liability or otherwise), or other legal theory.
(f) THE WARRANTY SET FORTH IN SECTION 11(a) IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED. EXCEPT AS SET FORTH IN SECTION 11(a), SCM MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Any other oral or written statements, whether contained in general advertising or other printed material, do not constitute warranties, and Customer agrees that it is not entering into this MAA in reliance upon any such statements.
(g) SCM shall not be liable for any special, indirect, incidental, or consequential damages of Customer, including but not limited to any loss of use or under‑utilization of labor or facilities or any loss of revenue or anticipated profits, regardless of whether such purported liability is based in contract law, tort law (including negligence, strict liability, or otherwise), or other legal theory.
(h) Under no circumstances shall SCM’s liability to Customer exceed the Full Purchase Price.
(i) Customer’s failure to comply with the provisions of this MAA (including but not limited to timely payment of the Full Purchase Price if the acquisition is a Purchase) shall, inter alia, render the warranty set forth in this Section 11 voidable at SCM’s discretion; provided, however, the provisions of Sections 11(d)-(i) of this MAA still apply.
MACHINE MUST BE REGISTERED AT TIME OF PURCHASE FOR WARRANTY TO BE EFFECTIVE.
(a) Customer shall be deemed in default of this MAA if any one or more of the following occur: (i) Customer refuses or communicates an intent to refuse acceptance of delivery of the Machinery; (ii) Customer fails to make any payment in cash when due if the acquisition is a Purchase; (iii) Customer breaches the Financing Agreement if the acquisition is a Finance; (iv) Customer breaches any other agreement with either SCM or, if the acquisition is a Finance, with the Financing Company; (v) SCM, at SCM’s option, deems itself insecure; or (vi) Customer breaches any provision of this MAA.
(b) If Customer is deemed in default pursuant to Section 12(a)(i) above, Customer acknowledges that the Machinery is built pursuant to custom and unique specifications based upon Customer’s specific needs, which are established in the Price Quotation, and the Machinery cannot easily be resold in the market to a third party if Customer breaches this MAA. Accordingly, due to the custom nature of the Machinery, Customer acknowledges that if Customer breaches Section 12(a)(i) above, SCM’s damages would be difficult to prove and agrees that the amount of forty percent (40%) of the Purchase Price (“Damages”) shall constitute liquidated damages as a fair and reasonable estimate of SCM’s partial loss and not a penalty, payable immediately upon demand to SCM. SCM may retain any amounts received from Customer pursuant to this MAA, including but not limited to the Down Payment and Second Payment, as payment for the Damages, and shall refund to Customer any amounts received from Customer pursuant to this MAA in excess of the Damages, if any.
(c) If Customer is in default pursuant to this Section 12, then upon written demand by SCM to Customer, SCM shall have the right to immediate possession of the Machinery, which Customer agrees to peacefully tender to SCM, or, in the sole discretion of SCM, the entire unpaid balance shall become immediately due and payable. SCM shall have all the rights and remedies of a purchaser or secured party, as established or permitted upon agreement by the Uniform Commercial Code, and all other rights as established in this MAA, which rights and remedies shall be cumulative. The standard by which fulfillment of rights and duties is to be measured shall be in the reasonable commercial judgment of SCM.
(d) A waiver by SCM of any breach or default shall not constitute a waiver of any subsequent breach or default.
(e) If SCM prevails in any legal action, arbitration or other proceeding related to this MAA, then Customer shall reimburse SCM for SCM’s reasonable attorneys’ fees, court costs, litigation expenses, and any other costs that SCM incurs in connection with such proceeding, including but not limited to costs of collection. This relief is in addition to any other relief to which SCM is entitled.
- 1 SOFTWARE. Customer is granted a non-exclusive, limited license to use the software only with the Machinery. Customer agrees not to modify, copy, reverse engineer, or provide the software to third parties without SCM’s written consent. Notwithstanding any language in this MAA to the contrary, SCM makes no representations, warranties, or indemnities regarding the software included with the Machinery.
(a) SCM does not accept responsibility for physical factors beyond the scope of our machine(s). These factors include, but are not limited to, local electrical codes, local building codes, local installation codes such as earthquake or hurricane codes. SCM does not accept responsibility for concrete or foundation preparations. SCM does not provide buck/boost of isolation transformers to accommodate improper proper supply.
(b) SCM machines generally conform to CE standards but are not UL listed. Any site inspection required by the customer or local authorities is at the cost of the customer as well as any remedy identified.
(c) Buyer agrees to abide by ANSI specification 01.1-2004, section 7.1 for guidelines on selection and management of machinery operating personnel and only allowed trained personnel to operate the machine
- ASSIGNMENT. The rights and liabilities of the parties to this MAA shall inure to the benefit of, and be binding upon, their respective successors and assigns, although neither this MAA nor the rights or obligations of Customer under this MAA shall be assignable or transferable, either in whole or in part, without the prior written consent of SCM (which consent can be granted or withheld at the sole discretion of SCM).
- WAIVER. No waiver by either party of any breach or obligation of the other party shall constitute a waiver of any other prior or subsequent breach of obligation.
- GOVERNING LAW. This MAA shall be governed, construed, and enforced by the laws of the State of Georgia.
- CONSENT TO JURISDICTION. Any request for injunctive relief arising out of, in connection with, or relating to this MAA must be brought in Gwinnett County, Georgia or the United States District Court for the Northern District of Georgia. Customer consents to the jurisdiction of these courts and waives all objections to such venue and jurisdiction, including but not limited to any objection based on forum non convenience or improper venue.
- ARBITRATION. If the parties are unable to resolve any dispute among themselves, all disputes arising out of, in connection with, or relating to this MAA must be resolved by arbitration before a single arbitrator. Such arbitration shall be conducted in Atlanta, Georgia, by the American Arbitration Association (“AAA”) and in accordance with the commercial rules of the AAA, as from time to time amended. The decision of the arbitrator shall be in writing, shall be signed by the arbitrator, and shall include findings of fact and a statement regarding the reasons for the arbitrator’s decision. The arbitrator shall not have the authority to award punitive or exemplary damages.
- ENTIRE AGREEMENT AND MODIFICATION. This MAA is not a valid or binding obligation unless a Transaction page that specifically identifies the Machinery is issued to Customer. This MAA, the Transaction page and the Financing Agreement (if the acquisition is a Finance) sets forth the entire agreement and understanding between the parties on the subject matter hereof and supersede all prior discussions, negotiations, and/or written or verbal agreements between them. Customer acknowledges that neither SCM nor anyone on SCM’s behalf has made any representation, inducements, promises, or agreements, orally or otherwise, relating to the subject matter of this MAA or the Transaction page that are not embodied herein. Neither of the parties shall be bound by any conditions or definitions with respect to the subject matter hereof, other than as provided herein. No change or modification of this MAA shall be valid unless the modification is in writing and signed by both parties.
- SEVERABILITY. An arbitral, judicial or administrative declaration in any jurisdiction of the invalidity of any one or more of the provisions of this MAA shall not invalidate the remaining provisions of this MAA in any jurisdiction, nor shall such declaration have any effect on the validity or interpretation of this MAA outside that jurisdiction.