Terms & Conditions
These Standard Terms and Conditions (“T&Cs”) shall govern all sales by West Houston Fluid System Technologies, L.L.C. d/b/a Swagelok West Houston (“SWH”) except to the extent that they are modified in writing and signed by a Vice President of SWH (“Modification”). These T&Cs are incorporated and made an explicit part of any Quote, Purchase Order and Confirmation between SWH and any Purchaser of products, goods or services from SWH (together, “Products”). Any provisions conflicting with these T&Cs are null and of no effect except to the extent that they are a signed Modification to these Standard T&Cs.
Warranty – Swagelok Products. The Swagelok Limited Lifetime Warranty shall govern and limit all warranty claims regarding Swagelok Products, both written and otherwise:
The Swagelok Limited lifetime Warranty
Swagelok and its authorized distributors hereby warrant to the purchaser of their Products that the non- Electrical components shall be free from defects in material and workmanship for the life of the Products. All electrical components installed in or on the Product are warranted to be free from defects in material and workmanship for twelve months from the documented date of purchase.
The Purchaser’s remedies shall be limited to replacement and, in non-ground vehicle applications, Installation of any parts that fail through a defect in material or workmanship. Liability for installation is Limited to reasonable costs that have been approved in advance and in writing by Swagelok.
All customer-specified components carry the applicable manufacturer’s warranty. The warranty for any firmware or software Products that contain programmable logic or a microprocessor is governed by a separate Swagelok Embedded system End User License Agreement, MS-13-330.
Warranty coverage hereunder only applies to Products purchased directly from either Swagelok or its authorized distributors and representatives. All other purchases are specifically excluded from any warranty coverage.
ALL OTHER EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES, AND ALL OTHER LIABILITIES, RELATING TO THE CONDITION OR USE OF THE PRODUCT ARE SPECIFICALLY DISAVOWED, AND IN NO EVENT SHALL SWAGELOK AND ITS AUTHORIZED DISTRIBUTORS BE LIABLE TO PURCHASER, OR ANY THIRD PARTY, FOR ANY DIRECT OR INDIRECT CONSEQUENTIAL, LIQUIDATED OR INCIDENTAL DAMAGES.
- Warranty – Non-Swagelok Products. All Non-Swagelok Products are subject to the original manufacturer’s warranty. No other warranties or representations apply to such Products.
- Product Cancellation/Return/Refund/Order Termination. Factory Special, Made-to-Order and Custom Solutions Products are non-cancellable, non-returnable, and non-refundable once an order is placed (upon a purchase order confirmation being issued by SWH). Made-to-Stock Products regularly carried in SWH’s inventory may be cancelled or returned for refund within thirty (30) days of receipt, subject to SWH and Swagelok Company policies and restocking charges of at least 25%. All returns require a written authorization number issued by SWH, a signed Product Material Certification, and are subject to passing an inspection by SWH. Returns will be accepted at the sole discretion of SWH and any Products returned without meeting all of the foregoing requirements will be rejected and returned to Purchaser at Purchaser’s expense.
- Quotes. Unless otherwise agreed in writing by SWH, Quoted prices are good for 30 days from the date of quotation by SWH, unless otherwise noted in the Quote. Deliveries are not guaranteed, but SWH will use its best efforts to meet deliveries quoted. All Products are subject to prior sale and delivery is subject to change until a Confirmation is issued by SWH. The quantity of each individual line item determines the discount on that item. Any change in quantity is subject to being re-quoted.
- Required Information for Purchase Orders to be processed. The following information must be provided by Purchaser before an order may be processed: 1) End-user information (end-user purchase order copy required and sales are at the discretion of SWH and The Swagelok Company); 2) certification requests (certifications are a separate line-item and a fee will be charged for each certification requested).
- Miscellaneous. 1) Tubing is quoted price per foot and must be purchased in twenty (20) foot increments; 2) FOB point is as noted in the Quote issued by SWH; 3) All Products are packaged for protection during shipping so that it arrives damage-free to the Purchaser; 4) The United Nations Convention on contracts for the sale of international goods is specifically excluded; 5) All part/quantity discrepancies must be reported within five (5) days of receipt of shipment and must have photographed proof of discrepancy.
- Payment. When a Purchaser has submitted a current Credit Application, SWH has approved it, the purchase is inside Purchaser’s credit limit, and Purchaser is current on payment, SWH will allow payment terms. All such terms are exclusively governed by the current Credit Application terms and are subject to termination or modification by SWH at any time for any reason or no reason. SWH may require Purchaser to execute an updated Credit Application at any time and may suspend credit terms until such Credit Application is executed by a person authorized to legally bind Purchaser to such terms. Any sales to a Purchaser without a current approved Credit Application shall be COD or require payment in advance. Any special items marked with a “*” on a Quote must be paid for in advance for COD purchases. SWH reserves the right to set-off payments due against credits existing on Purchaser’s account.
- Confidential Information and Intellectual Property. SWH may share information with The Swagelok Company and third-party suppliers of non-Swagelok Products to the extent necessary to quote, process, confirm and deliver the Products. SWH shall use the same reasonable care in protecting Purchaser and end-user information that it uses for its own non-employee confidential information. SWH may not transfer any intellectual property rights owned by The Swagelok Company not otherwise authorized by The Swagelok Company. Prints of any drawings by SWH are the exclusive property of Swagelok Company and must be returned upon request along with any documents containing information obtained from such print. Neither the print, nor any part of it nor any information concerning it may be copied, disclosed to others, or used for any purpose other than in furtherance of business with SWH and Swagelok Company. Purchaser shall not provide any information to SWH that violates the intellectual property rights of a third party and agrees to indemnify SWH for its failure to protect such rights.
- Indemnities. No indemnities shall be given by SWH for damages not proximately and directly caused by the negligence of SWH. Regards to Custom Solutions Product, the Purchaser is solely responsible for the assembly, design, function, application, fit and function of any components. Purchaser agrees to indemnify and hold harmless from and against claims arising from or relating to any of the foregoing.
- Pricing Agreements. SWH reserves the right to modify or terminate pricing agreements for reasons including failure to pay according to terms in the SWH Credit Agreement.
- Credit Agreement. SWH reserves the right to modify or terminate its Credit Agreement with Purchaser for any reason, including Purchaser’s failure to pay according to the terms in such agreement.
- Limitation of Liability, Damages, and Indemnities. Neither party will be liable for any incidental, indirect, punitive, special, or consequential damages arising out of any claims under this agreement. No liquidated damages shall be allowed unless they are specified an agreed to in writing by a Vice President of SWH. No party shall be liable for any damages in excess of the total amount of the relevant purchase order. The parties agree that this limitation of liability applies to all types of claims and that this is an agreed allocation risk by and between the parties. Unless agreed to in a separate agreement signed and dated by representatives legally empowered to bind their entities, neither party shall indemnify the other. SWH requires a signature from a Vice President or the President to be bound.
- Title. Title shall transfer to Purchaser upon delivery to a designated common carrier, driver, freight forwarder, integrator, or Purchaser’s designated delivery site, whichever occurs first.
- Corporate Responsibility. The parties agree to e to comply with all anti-corruption statutes, including the Foreign Corrupt Practices Act and United States embargo and export requirements, where applicable.