HEADWATER ENGINEERED SYSTEMS TERMS & CONDITIONS
THE HEADWATER ENGINEERED SYSTEMS WEBSITE IS COMPRISED OF VARIOUS WEB PAGES OPERATED BY HEADWATER ENGINEERED SYSTEMS.
The Headwater Engineered Systems website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Headwater Engineered Systems website constitutes your agreement to all such terms, conditions, and notices.
Download PDF Version of Sales Terms & Conditions
Scope
The terms and conditions (“Terms”) contained herein shall apply to all quotations and offers made by and
purchase orders accepted by Headwater Engineered Systems (“HES”). These terms apply to all sales made by HES except to the extent the Terms conflict with an existing individual customer contract where special terms and conditions (signed by HES and Buyer) may take precedence over this document. These terms apply in lieu of any course dealing between the parties or usage of trade in the industry. These Terms may, in some instances, conflict with other terms and conditions referenced to. In such case, the Terms contained herein shall govern, and acceptance of Buyer’s order is conditioned upon Buyer’s acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of products ordered hereunder. HES’s failure to object to provisions contained in anycommunication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing, signed by an officer of HES before becoming binding on either party.
Orders
Phone lines are available for placing your orders. Please use the HES’s order numbers, size and any other
definite information necessary. Whenever possible, orders will be processed and shipped within 24 hours. All items not shown as shipped have been back ordered and will be shipped as soon as possible unless otherwise notified. HES reserves the right to correct clerical errors or omission in quotations or other documents.
Delivery
All orders are shipped EXWORKS shipping location. We reserve the right to ship via the most economical
transportation means, including therouting of the shipment, and the selection of the point of origin for the
shipment. If special routing or method is requested, resulting in a higher rate, the additional amount will be
charged to the customer. HES will not be responsible for any extra charges, handling or otherwise, arising out of possible misdirected shipments to any location. If the specific error was HES’s, only the additional freight charged involved in returning the shipment to HES, or the freight cost involved in forwarding the shipment to another location or company will be paid by HES.
Shortages & Freight Claims
No claims for allowances will be entertained unless presented immediately upon receipt of goods. Shortages or damaged material must be noted on the delivery receipt. HES will not be held responsible for breakage or shortage after goods are delivered to and accepted from the common carrier. Seller shall retain a security interest in the products until Buyer’s final payment to HES for the products. Risk in the products shall pass to Buyer as soon as the products have been placed with a transport agent.
Minimum Invoice
HES has a minimum invoice order amount of $25.00
Prices & Quotations
Orders will be invoiced at the price in effect at the time of shipment. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty (including brokerage fees) or other tax applicable to the manufacture or sale of any product. Such taxes, when applicable, shall be paid by Buyer, unless Buyer provides a proper tax exemption certificate. Unless otherwise specified, prices are Ex Works. All prices and quotations are subject to change without notice. If you need material not shown in our catalog, then please call for a quote. When ordering quoted items, you must specify price, quantity and our quote number.
Finance Charges
Any account that is past it’s normal terms will be assessed a finance charge as stated
on each invoice. Standard finance charges are 2% per month.
Cancellation:
Special Order Items may be cancelled only with HES’s consent and will be subject to the
manufacturer’s standard restock charge. Stock items will be subject to a 25% handling and restocking
charge. The purchaser will be billed for reasonable charges based on expenses incurred or will occur due
to commitments made by HES for the cancelled order.
Return Material Policy:
Material you desire to return will be considered for credit subject to a 25% restocking charge. Material must be approved for return and in good saleable condition within thirty (30)
days of delivery.
Warranty For Non-Manufactured Product:
Defective material under manufacturer’s warranty will be accepted for return to be replaced or repaired in accordance with the manufacturer’s policy. HES offers no additional warranty beyond that of the manufacturer’s written warranty policy. Please include the invoice number & date of purchase. All warranty return merchandise should be sent prepaid.
Warranty For Headwater Manufactured Product:
Unless otherwise expressly authorized in writing, specifying a longer or shorter period. HES warrants for a period of EIGHTEEN (18) months from the date of shipment, or ONE (1) year from the date of installation, whichever occurs first, that all products or parts thereof furnished by HES under the brand name Headwater Engineered Systems, hereinafter referred to as the “HES Product”, are free from defects in materials and workmanship and conform to the applicable specification. HES’s liability for any breach of this warranty shall be limited solely to replacement or repair, at the sole option of HES, of any part or parts of the HES Product found to be defective during the warranty period, provided the HES Product is properly installed and is being used as originally intended. Any breach of this warranty must be reported to HES or its authorized service representative within the warranty period, and defective product or parts thereof must be shipped to HES, transportation charges prepaid. Any cost associated with removal or installation of a defective HES Product or part is excluded. IT IS EXPRESSLY AGREED THAT THIS SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR. UNDER NO CIRCUMSTANCES SHALL HES BE LIABLE FOR ANY COSTS, LOSS, EXPENSE, DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES OR CONSEQUENTIAL DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM THE DESIGN, MANUFACTURE, SALE, USE OR REPAIR OF THE HES PRODUCT, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, OR STRICT LIABILITY. THE AGGREGATE LIABILITY OF HES TO BUYER SHALL BE LIMITED IN RESPECT OF ANY OCCURRENCE OR SERIES OF OCCURRENCES TO THE TOTAL CONTRACTUAL VALUE OF THE PRODUCTS OR SERVICES SUPPLIED BY HES UNDER THESE TERMS AND TO WHICH THE CLAIM RELATES. EXCEPT FOR THE WARRANTY SET FORTH ABOVE, HES MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE HES PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT
OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. HES neither assumes, nor authorizes any person to assume for it, any other warranty obligation in connection with the sale of the HES Product. This warranty shall not apply to any HES Product or parts of HES Product which have (a) been repaired or altered outside of HES unless such repair was authorized in advance by HES or by its authorized representative; or (b) have been subject to misuse, negligence or accident; or (c) have been used in a manner contrary to HES’s instruction.
Waiver:
Failure by HES to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate to bar the exercise or enforcement thereof at any time or times thereafter.
Applicable Law:
Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of the state of Texas. Any dispute arising from or in connection with these Standard Terms and Conditions will be brought before a court of competent jurisdiction within the state of Texas.
Force Majeure:
HES shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of God, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of HES. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.
Confidentiality:
Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other if it reasonably knows to be confidential.
Headwater Engineered Systems reserves the right to change the terms, conditions, and notices under which the Headwater Engineered Systems website is offered, including but not limited to the charges associated with the use of the Headwater Engineered Systems website.
The Headwater Engineered Systems website may contain links to other websites ("external sites"). The external sites are not under the control of Headwater Engineered Systems therefore is not responsible for the contents of any external site, including without limitation any link contained in an external site, or any changes or updates to an external site. Headwater Engineered Systems is not responsible for webcasting or any other form of transmission received from any external site. Headwater Engineered Systems is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Headwater Engineered Systems of the site or any association with its operators.
As a condition of your use of the Headwater Engineered Systemswebsite, you warrant Headwater Engineered Systems that you will not use the Headwater Engineered Systems website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Headwater Engineered Systems website in any manner which could damage, disable, overburden, or impair the Headwater Engineered Systems website or interfere with any other party's use and enjoyment of the Headwater Engineered Systems website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Headwater Engineered Systems websites.
The Headwater Engineered Systems website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
Headwater Engineered Systems has no obligation to monitor the Communication Services. However, Headwater Engineered Systems reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Headwater Engineered Systems reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Headwater Engineered Systems reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Headwater Engineered Systems' sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Headwater Engineered Systems does not control or endorse the content, messages or information found in any Communication Service and, therefore, GHeadwater Engineered Systems specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Headwater Engineered Systems spokespersons, and their views do not necessarily reflect those of Headwater Engineered Systems.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
Headwater Engineered Systems does not claim ownership of the materials you provide to Headwater Engineered Systems (including feedback and suggestions) or post, upload, input or submit to any Headwater Engineered Systems website or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Headwater Engineered Systems, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Headwater Engineered Systems is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Headwater Engineered Systems' sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Headwater Engineered Systems WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Headwater Engineered Systems AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Gicon Pumps and Equipment WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE Headwater Engineered Systems WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
Headwater Engineered Systems AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Headwater Engineered Systems WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Headwater Engineered Systems AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Headwater Engineered Systems AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Headwater Engineered Systems WEBSITE, WITH THE DELAY OR INABILITY TO USE THE Headwater Engineered Systems WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Headwater Engineered Systems WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Headwater Engineered SystemsWEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Headwater Engineered Systems OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Headwater Engineered Systems WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Headwater Engineered Systems WEBSITE.
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Headwater Engineered Systems reserves the right, in its sole discretion, to terminate your access to the Headwater Engineered Systems website and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Texas, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Lubbock County, Texas, U.S.A. in all disputes arising out of or relating to the use of the Headwater Engineered Systems website. Use of the Headwater Engineered Systems website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Headwater Engineered Systems as a result of this agreement or use of the Headwater Engineered Systems website. Headwater Engineered Systems' performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Headwater Engineered Systems' right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Headwater Engineered Systems website or information provided to or gathered by Headwater Engineered Systems with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Headwater Engineered Systems with respect to the Headwater Engineered Systemswebsite and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Headwater Engineered Systems with respect to the Headwater Engineered Systems website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
All contents of the Headwater Engineered Systems website are: Copyright 2021 by Headwater Engineered Systems and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider's Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.
