Terms & Conditions
Welcome to our Terms and Conditions. These terms (“Terms”) govern all orders, services, and interactions with our website and business. Please read them carefully before placing an order or using our services.
By proceeding with an order, you acknowledge that you have read, understood, and agree to be bound by these Terms. A full version of our Terms and Conditions will be provided for your review and signature once your order is placed.
1. Definitions
For the purposes of this Agreement:
1.1 “Scayl” means YOLO Inc Ltd trading as Scayl.
1.2 “Customer” means the purchaser of the Goods.
1.3 “Goods” means the machinery and associated equipment described in Schedule A.
1.4 “Bespoke Goods / Bespoke Machine” means any machine or system designed, adapted, or manufactured specifically to meet the Customer’s individual requirements (including specification, volume, layout, or integration needs), including LIN and MAX ranges, and not part of Scayl’s standard stock range.
1.5 “Stock Machine” means any pre-configured model from Scayl’s Phil or Seal ranges, built to standard specification and sold from stock.
1.6 “Design Sign-Off” means the Customer’s written confirmation that drawings, specifications, or concept designs are approved for manufacture.
1.7 “As-Built Condition” refers to the current stage of machine completion at the time of cancellation or contract termination.
1.8 “YOLOS System” refers to Scayl’s internal management platform for project, production, and quoting processes.
1.9 “Director” means a statutory director of YOLO Inc Ltd.
1.10 “Force Majeure Event” means any event beyond Scayl’s reasonable control, including (but not limited to) natural disasters, supply chain disruption, transport delays, strikes, pandemics, or government restrictions.
2. General Terms
2.1 All orders are strictly business-to-business (B2B) transactions. Consumer protection laws, including the Sale of Goods Act 1979 and Consumer Rights Act 2015, do not apply.
2.2 Title to Goods remains with Scayl until paid in full. Risk passes to the Customer on delivery.
2.3 Unless expressly agreed in writing and signed by a Director, time shall not be of the essence. All delivery dates are estimates.
2.4 Machines must only be used for their intended purpose. Scayl accepts no liability for misuse or modification.
2.5 Our scales are not trade-approved; the Customer is responsible for compliance with trading regulations.
2.6 The specification, drawings, and scope of work form part of this contract. Any changes must be agreed in writing and may extend delivery times and cost.
2.7 Scayl may subcontract manufacturing, assembly, or installation while retaining full responsibility for quality and compliance.
3. Order Process & Payment Terms
3.1 The Customer shall work with Scayl to define machine requirements.
3.2 Scayl may conduct product testing (where feasible) to assess compatibility. The Customer acknowledges that:
- Testing may be limited to available machines and materials;
- Results are indicative only;
- Changes in the Customer’s packaging, product, or specifications after testing may require further engineering and may cause delay or additional cost.
Bespoke Machine Payment Schedule (LIN / MAX Ranges):
- 35% deposit – payable on order (enables design work).
- 35% interim – payable before manufacturing.
- 25% – payable prior to delivery.
- 5% – payable 30 days post-installation.
3.3 Once design is signed off and released to manufacturing, all staged payments become non-refundable.
3.4 Scayl reserves the right to suspend work, retain goods, and resell machinery if payments are not received as scheduled.
3.5 Interest accrues daily at 8% above the Bank of England base rate.
3.6 All legal, collection, or enforcement costs are fully recoverable from the Customer.
3.7 The Customer may not set off or withhold any payments for any reason, including disputes or warranty claims.
3.8 Once the Customer approves the final design and provides the second payment, Scayl will release the order to the production queue.
4. Cancellation, Default & Refunds
4.1 If the Customer cancels before production begins (prior to Design Sign-Off), Scayl may retain up to 30% of the deposit to cover design, testing, and administrative work.
4.2 After production commences, all payments are non-refundable and Scayl retains ownership of the Goods.
4.3 Scayl may, at its discretion:
- (a) deliver the machinery in its then-current state of completion (“As-Built Condition”), transferring responsibility for completion to the Customer;
- (b) seek to recover all outstanding balance and legal costs;
- (c) agree to finish the machine subject to full payment and additional costs; or
- (d) resell or repurpose the machinery to recover costs.
4.4 Scayl may terminate the contract immediately if the Customer fails to pay, breaches these Terms, or becomes insolvent.
5. Bespoke Machinery & Stock Machines
5.1 Bespoke machines are designed exclusively for the Customer’s approved product, packaging, and specification.
5.2 Delivery timelines (e.g., 26 weeks) begin after final design sign-off, not deposit or quote date.
5.3 Reasonable extensions to deadlines are not breaches where delays arise from:
- Customer approval delays or scope changes;
- Specification revisions or compliance updates;
- Supply chain or factory delays;
- Force majeure events.
5.4 Installation may require on-site calibration and adjustment to account for transit shifts or environmental differences.
5.5 If the Customer changes product, packaging, or materials after design sign-off, Scayl may charge additional costs or refuse to modify the machine.
5.6 Performance data is based on factory tests using the Customer’s original samples; actual performance may vary.
5.7 Bespoke machines are non-cancellable, non-returnable, and non-refundable once released to production.
5.8 Stock Machines (Phil / Seal Ranges) may be returned within 7 working days; restocking fees up to 30% may apply.
6. Production, Delivery & Dependencies
6.1 All lead times are estimates only and not guaranteed.
6.2 Manufacturing involves multiple stages including design, testing, overseas fabrication, shipping, UK testing, and installation.
6.3 Scayl shall not be liable for delays arising from:
- Engineering adjustments during testing or commissioning;
- Changes requested by the Customer after Design Sign-Off;
- Supply chain or logistics delays;
- Force Majeure Events.
6.4 Delay shall not entitle the Customer to cancel the order, withhold payment, or claim damages. Delivery dates will be extended reasonably.
6.5 Once the machine arrives in the UK, Scayl will complete final testing and arrange installation and training (if required and booked at customer cost).
6A. Overseas Manufacturing & Dependencies
6A.1 Scayl partners with specialist manufacturing facilities and engineering teams in China, Germany, Denmark, and Netherlands.
6A.2 Delivery and performance depend on timely cooperation from Overseas Partners. Scayl shall use reasonable care but shall not be liable for delays, cost increases, or variations due to:
- Local holidays, customs, or working practices;
- Time zone differences affecting communication;
- Technical adjustments or rework during or after production;
- Changes in export/import regulations or shipping schedules;
- Adverse weather, port congestion, or transport delays;
- Force Majeure Events affecting Overseas Partners.
6A.3 Updates from Overseas Partners may not always be in real time; Scayl will provide updates at reasonable intervals.
6B. Queue Rescheduling & Storage
6B.1 Delays in approvals, payments, or information may lead to rescheduling in the production queue; revised delivery estimates replace previous ones.
6B.2 If the Customer cannot take delivery within 14 days of notice, Scayl may store the Goods at the Customer’s cost and risk, and invoice the final balance as if delivered.
6C. Specification Changes & Additional Costs
6C.1 Any change requested after Design Sign-Off must be confirmed in writing. Scayl shall provide cost and revised timeline, which must be accepted before work continues.
6C.2 Additional costs remain payable under this Agreement.
7. Installation, Testing & Acceptance
7.1 All machines undergo factory testing before shipment.
7.2 Site Acceptance Tests (SAT) occur at installation.
7.3 Once SAT is passed, the contract is fulfilled.
7.4 If the Customer fails to attend or respond within 7 days, acceptance is deemed automatic.
7.5 Minor issues not affecting performance do not delay acceptance and will be resolved under warranty.
7.6 Customer must ensure safe site access, power, and environment for engineers; failed or unsafe visits incur additional fees.
8. Warranty & Spare Parts
8.1 Covers defects in materials and workmanship under normal use.
8.2 Excludes consumables, wear parts, misuse, poor maintenance, or incompatibility caused by Customer products/packaging.
8.3 Warranty claims must be made within 12 months of installation.
8.4 Scayl sources components from global manufacturers and holds standard spare parts in stock; bespoke or non-standard parts may take up to 30 days for delivery.
8.5 Delays in bespoke part supply do not entitle the Customer to cancel, withhold payment, or claim damages.
9. Customer Responsibilities
- Provide timely approvals, feedback, and information during design and production.
- Ensure the site is ready for installation (space, power, environment).
- Not make unauthorised changes to machine setup or programming.
- Pay all invoices in accordance with Clause 3.
10. Intellectual Property & Confidentiality
10.1 All designs, CAD files, schematics, and software remain Scayl’s property.
10.2 Customer receives a non-transferable licence to operate the machine for its intended use only.
10.3 Reverse-engineering, duplication, or disclosure is prohibited.
10.4 Both parties must treat all commercial and technical information as confidential.
10.5 Scayl may identify the Customer as a client in marketing unless confidentiality is requested in writing.
11. Title, Risk & Insurance
11.1 Title remains with Scayl until paid in full.
11.2 Risk transfers to the Customer upon delivery.
11.3 Customer must maintain insurance covering the Goods from delivery until payment in full.
12. Limitation of Liability
12.1 Total liability under this Agreement is limited to the contract value.
12.2 Scayl shall not be liable for indirect or consequential losses including loss of profit, business interruption, or wasted expenditure.
12.3 Nothing excludes liability for death, injury, or fraud.
13. Force Majeure
13.1 Scayl shall not be liable for delay or non-performance arising from events beyond its control.
13.2 Deadlines are extended reasonably under such events and do not constitute breach.
14. Suspension, Retention & Repossession
14.1 Scayl may suspend work, repossess goods, or enter the Customer’s site to recover equipment not paid for in full.
14.2 Until full payment, title remains with Scayl, who may resell or repurpose goods to recover outstanding amounts.
15. Notices
15.1 All notices must be in writing and sent by recorded post or email to the registered address.
15.2 Notices are deemed received 48 hours after dispatch.
16. Governing Law & Jurisdiction
16.1 Prevailing party in any legal or enforcement action shall recover all legal, enforcement, and collection costs.
16.2 This Agreement and any dispute arising from it shall be governed by the laws of England and Wales. Parties submit to the exclusive jurisdiction of its courts.
17. Entire Agreement & Variation
17.1 This Agreement constitutes the entire agreement between the parties regarding the Goods.
17.2 No amendment shall be valid unless in writing and signed by both parties.
YOLO Inc Ltd trading as Scayl
Company No: 08948758
Registered Office: 7A Mercury Road, Gallowfield Trading Estate, Richmond, North Yorkshire, DL10 4TQ
