The items described in this document and other documents and descriptions provided by Parker Hannifin Corporation,
its subsidiaries and its authorized distributors (“Seller”) are hereby offered for sale at prices to be established by Seller.
This offer and its acceptance by any customer (“Buyer”) shall be governed by all of the following Terms and Conditions.
Buyer’s order for any item described in its document, when communicated to Seller verbally, or in writing, shall constitute
acceptance of this offer. All goods, services or work described will be referred to as “Products”.
6. LIMITATION OF LIABILITY. UPON NOTIFICATION,
SELLER
WILL, AT ITS OPTION, REPAIR OR REPLACE
A DEFECTIVE PRODUCT, OR REFUND THE PURCHASE
PRICE. IN NO EVENT SHALL SELLER BE LIABLE TO
BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF,
OR AS THE RESULT OF, THE SALE, DELIVERY, NON-
DELIVERY, SERVICING, USE OR LOSS OF USE OF
THE PRODUCTS OR ANY PART THEREOF, OR FOR
ANY CHARGES OR EXPENSES OF ANY NATURE
INCURRED WITHOUT SELLER’S WRITTEN CONSENT,
EVEN IF SELLER HAS BEEN NEGLIGENT, WHETHER
IN CONTRACT, TORT OR OTHER LEGAL THEORY. IN
NO EVENT SHALL SELLER’S LIABILITY UNDER ANY
CLAIM MADE BY BUYER EXCEED THE PURCHASE
PRICE OF THE PRODUCTS.
7. User Responsibility. The user, through its own
analysis and testing, is solely responsible for making the
final selection of the system and Product and assuring
that all performance, endurance, maintenance, safety
and warning requirements of the application are met.
The user must analyze all aspects of the application
and follow applicable industry standards and Product
information. If Seller provides Product or system options,
the user is responsible for determining that such data
and specifications are suitable and sufficient for all
applications and reasonably foreseeable uses of the
Products or systems.
8. Loss to Buyer’s Property. Any designs, tools, patterns,
materials, drawings, confidential information or equipment
furnished by Buyer or any other items which become
Buyer’s property, will be considered obsolete and may
be destroyed by Seller after two consecutive years have
elapsed without Buyer ordering the items manufactured
using such property. Seller shall not be responsible for
any loss or damage to such property while it is in Seller’s
possession or control.
9. Special Tooling. A tooling charge may be imposed
for any special tooling, including without limitation, dies,
fixtures, molds and patterns, acquired to manufacture
Products. Such special tooling shall be and remain Seller’s
property notwithstanding payment of any charges by Buyer.
In no event will Buyer acquire any interest in apparatus
belonging to Seller which is utilized in the manufacture of
the Products, even if such apparatus has been specially
converted or adapted for such manufacture and notwith-
standing any charges paid by Buyer. Unless otherwise
agreed, Seller shall have the right to alter, discard or
otherwise dispose of any special tooling or other property
in its sole discretion at any time.
10. Buyer’s Obligation; Rights of Seller. To secure pay-
ment of all sums due or otherwise, Seller shall retain a
security interest in the goods delivered and this agreement
shall be deemed a Security Agreement under the Uniform
Commercial Code. Buyer authorizes Seller as its attorney
to execute and file on Buyer’s behalf all documents Seller
deems necessary to perfect its security interest.
1. Terms and Conditions. Seller’s willingness to offer
Products, or accept an order for Products, to or from
Buyer is subject to these Terms and Conditions or any
newer version of the terms and conditions found on-line at
www.parker.com/saleterms/. Seller objects to any contrary
or additional terms or conditions of Buyer’s order or any
other document issued by Buyer.
2. Price Adjustments; Payments. Prices stated on Seller’s
quote or other documentation offered by Seller are valid for
30 days, and do not include any sales, use, or other taxes
unless specifically stated. Unless otherwise specified by
Seller, all prices are F.C.A. Seller’s facility (INCOTERMS
2010). Payment is subject to credit approval and is due
30 days from the date of invoice or such other term as
required by Seller’s Credit Department, after which Buyer
shall pay interest on any unpaid invoices at the rate of
1.5% per month or the maximum allowable rate under
applicable law.
3. Delivery Dates; Title and Risk; Shipment. All delivery
dates are approximate and Seller shall not be responsible
for any damages resulting from any delay. Regardless of
the manner of shipment, title to any products and risk of
loss or damage shall pass to Buyer upon placement of
the products with the shipment carrier at Seller’s facility.
Unless otherwise stated, Seller may exercise its judgment
in choosing the carrier and means of delivery. No defer-
ment of shipment at Buyers’ request beyond the respective
dates indicated will be made except on terms that will
indemnify, defend and hold Seller harmless against all
loss and additional expense. Buyer shall be responsible
for any additional shipping charges incurred by Seller due
to Buyer’s acts or omissions.
4. Warranty. Seller warrants that all products sold, other
than the 590 Series, conform to the applicable Parker
Chelsea standard specification for the lesser period of 2
years (24 Months) from date of service or 2-1/2 years (30
Months) from date of build (as marked on the product name
plate). Seller warrants that the 590 Series will conform to
the applicable Seller standard specification for the lesser
period of 2 years (24 Months) from date of service or 2000
hours of usage. The prices charged for Seller’s products
are based upon the exclusive limited warranty stated
above, and upon the following disclaimer: DISCLAIMER
OF WARRANTY: THIS WARRANTY COMPRISES THE
SOLE AND ENTIRE WARRANTY PERTAINING TO
PRODUCTS PROVIDED HEREUNDER. SELLER DIS-
CLAIMS ALL OTHER WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING DESIGN, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
5. Claims; Commencement of Actions. Buyer shall
promptly inspect all Products upon delivery. No claims
for shortages will be allowed unless reported to the Seller
within 10 days of delivery. No other claims against Seller will
be allowed unless asserted in writing within 30 days after
delivery. Buyer shall notify Seller of any alleged breach
of warranty within 30 days after the date the defect is or
should have been discovered by Buyer. Any action based
upon breach of this agreement or upon any other claim
arising out of this sale (other than an action by Seller for
an amount due on any invoice) must be commenced within
12 months from the date of the breach without regard to
the date breach is discovered.
Parker Hannifin Corporation
Chelsea Products Division
Olive Branch, MS 38654 USA
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