These Terms and Conditions (“Terms”) govern the contractual relationship for the purchase of goods and services between Sapphire Hydraulics Inc. (“SAPPHIRE”) and the buyer (“Buyer”). These Terms are incorporated by reference into all contracts, quotations, orders, and technical documentation between the parties. In the event of any conflict, the terms in the Quotation shall prevail. Any modification must be agreed upon in writing by an authorized SAPPHIRE representative. Failure to return order confirmation within 10 days will be deemed acceptance of these Terms.

TERMS AND CONDITIONS OF SALE OF GOODS

• 1. General “Goods” refers to hoses, fittings, machinery, equipment, products, and any tangible property offered by SAPPHIRE. “Buyer” is the person or entity purchasing such goods. These Terms apply to all SAPPHIRE sales.
• 2. Acceptance Buyer’s acceptance of SAPPHIRE’s offer (including POs, quotes, ) is subject to these Terms. Conflicting Buyer terms are rejected. If a Master Service Agreement (MSA) exists, it controls.
• 3. Price All prices are in S. Dollars and exclude taxes or duties. Buyer is responsible for all applicable taxes and shall reimburse SAPPHIRE for any such payments.
• 4. Payment is due within 15 days of invoice if credit is approved. Over-limit or unapproved credit customers must prepay. Late payments accrue 1.5% monthly interest or the maximum legal SAPPHIRE may halt services or declare amounts due immediately if Buyer defaults. SAPPHIRE may require financial assurances.
• 5. Additional Costs / Changes Buyer shall cover additional costs from: (a) changes in Goods or delays requested by Buyer; (b) delays due to Buyer’s failure to provide information; (c) regulatory changes post-quotation. Changes must be approved by SAPPHIRE and may incur charges.
• 6. Cancellation Orders cannot be cancelled or rescheduled without SAPPHIRE’s written consent. Any approved cancellations may result in a charge.
• 7. Delivery Goods are delivered EXW per Incoterms Risk transfers to Buyer at delivery. Title transfers upon full payment. Delays, storage costs, or non-collection are Buyer’s responsibility. Freight charges and packaging vary by delivery method and destination.
• 8. Inspection Final inspection must occur at shipment point or before SAPPHIRE leaves the Acceptance is assumed if no issue is reported immediately. Goods conforming to specifications are deemed accepted.
• 9. Delays SAPPHIRE is not liable for delays due to events beyond its control (e.g., supply chain disruptions, weather, strikes). SAPPHIRE may suspend deliveries or cancel affected contracts with written notice.
• 10. Engineering / Specifications Drawings, specs, and technical materials are estimates and Buyer may not reproduce or distribute them. Engineering assistance is advisory only and charged accordingly.
• 11. Warranty SAPPHIRE warrants its manufactured goods per its published warranty OEM warranties may be transferred if assignable. All other warranties, including merchantability or fitness, are disclaimed unless explicitly stated.
• 12. Limitation of Liability SAPPHIRE shall not be liable for indirect, incidental, or consequential damages. Claims must be filed within one (1) year of the cause.
• 13. Indemnity Buyer agrees to indemnify and hold harmless SAPPHIRE from all claims or damages, including due to SAPPHIRE’s negligence, arising from Buyer’s use or handling of the goods.
• 14. Waiver Waivers must be in Failure to enforce any term is not a waiver of future enforcement.
• 15. Business Ethics Neither party will engage in corrupt practices or violate anti- bribery laws. SAPPHIRE adheres to internal ethics policies.
• 16. Confidentiality Pricing, terms, and associated documents are confidential.
• 17. Governing Law Texas law governs these Disputes shall be resolved in Harris County, TX. Jury trials are waived.
• 18. Entire Agreement These Terms supersede all prior agreements and may be updated without notice.

TERMS AND CONDITIONS OF SERVICE

• 1. General “Service(s)” refers to all work provided by SAPPHIRE personnel using tools, equipment, or vehicles. Buyer is the recipient of such Services.
• 2. Acceptance Buyer’s acceptance of service quotations or personnel on-site constitutes agreement to these Any conflicting Buyer terms are rejected. MSAs take precedence.
• 3. Price Prices are in S. Dollars, exclusive of taxes. Buyer reimburses tax payments at cost plus 20%.
• 4. Charges Personnel: Charged daily or hourly. Time starts upon departure from base until return. Buyer reimburses lodging and meals (cost +15%).
• Transportation: Charged at cost +20%. Additional time waiting to pick up/deliver is billable.
• Dead Calls: If cancelled post-dispatch, Buyer pays.
• 5. Payment Invoices are due within 15 Interest applies on late payments. SAPPHIRE may withhold services or demand prepayment if default occurs.
• 6. Cancellation Service orders cannot be canceled or reassigned without written consent and potential charges.
• 7. Inspection Signed service tickets confirm Buyer inspection and Additional inspection time is chargeable.
• 8. Delays SAPPHIRE is not liable for delays due to causes beyond its control.
• 9. Warranty Disclaimer Services are provided on a best-effort Results are not guaranteed. Advisory services are offered “as-is.”
• 10. Limitation of Liability SAPPHIRE is not liable for indirect or consequential All claims must be made within one year.
• 11. Environmental SAPPHIRE is liable only for contamination caused solely by its personnel or equipment, where it is the exclusive Participation in cleanup is not an admission of liability.
• 12. Indemnity Buyer indemnifies SAPPHIRE from any claims related to injury, death, or property damage involving Buyer’s employees or agents.
• 13. Goods Supplied During Service Any goods sold during a service call are subject to SAPPHIRE’s Terms of Sale.
• 14–18. Same as Sales: Waiver, Business Ethics, Confidentiality, Governing Law, Entire Agreement.

WARRANTY POLICY

1. WARRANTY COVERAGE

New Equipment: 12 months from installation or 14 months from shipment, whichever is earlier.

Remanufactured Equipment: 3 months from first use or 5 months from shipment.

Repairs: 1 month from acceptance.

Used Equipment: Sold as-is, no warranty.

2. WARRANTY CONDITIONS

Warranty valid only if:

No unauthorized repairs.

Goods are under original ownership.

No misuse or abuse occurred.

Goods are returned prepaid for inspection.

Replacement is EXW.

Buyer agrees to pass warranty to end user and indemnify SAPPHIRE.

3. WARRANTY EXCLUSIONS

Warranty void if:

Physically damaged.

Unauthorized repair attempted.

Improper installation, storage, packaging, or use.

4. LIMITATIONS

No coverage for:

OEM parts not manufactured by SAPPHIRE.

Normal wear items.

Design errors from Buyer-supplied specs.

Illustrative models or prototypes.

Installation/removal costs.

Shipping/travel expenses.

5. MAXIMUM LIABILITY

SAPPHIRE’s liability is limited to repair or replacement or refund of the purchase price at SAPPHIRE’s discretion. This is the sole remedy. All other warranties are disclaimed.