The items described in this document and other documents or descriptions provided by Parker Hannifin Corporation, its subsidiaries and its autho-
rized distributors are hereby offered for sale at prices to be established by Parker Hannifin Corporation, its subsidiaries and its authorized distributors.
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 such
items, when communicated to Parker Hannifin Corporation, its subsidiary or an authorized distributor ("Seller") verbally or in writing, shall constitute
acceptance of this offer.
8. 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, may be considered obsolete and
may be destroyed by Seller after two (2) consecutive years have elapsed
without Buyer placing an order for the items which are 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. Taxes: Unless otherwise indicated on the face hereof, all prices and
charges are exclusive of excise, sales, use, property, occupational
or like taxes which may be imposed by any taxing authority upon the
manufacture, sale or delivery of the items sold hereunder. If any such
taxes must be paid by Seller or if Seller is liable for the collection of
such tax, the amount thereof shall be in addition to the amounts for the
items sold. Buyer agrees to pay all such taxes or to reimburse Seller
therefore upon receipt of its invoice. If Buyer claims exemption from
any sales, use or other tax imposed by any taxing authority, Buyer shall
save Seller harmless from and against any such tax, together with any
interest or penalties thereon which may be assessed if the items are
held to be taxable.
10. Indemnity For Infringement of Intellectual Property Rights:
Seller shall have no liability for infringement of any patents, trademarks,
copyrights, trade dress, trade secrets or similar rights except as provided
in this Part 10. Seller will defend and indemnify Buyer against allegations
of infringement of U.S. Patents, U.S. Trademarks, copyrights, trade dress
and trade secrets (hereinafter ‘Intellectual Property Rights’). Seller will
defend at its expense and will pay the cost of any settlement or damages
awarded in an action brought against Buyer based on an allegation that
an item sold pursuant to this contract infringes the Intellectual Property
Rights of a third party. Seller’s obligation to defend and indemnify Buyer
is contingent on Buyer notifying Seller within ten (10) days after Buyer
becomes aware of such allegations of infringement, and Seller having
sole control over the defense of any allegations or actions including all
negotiations for settlement or compromise. If an item sold hereunder
is subject to a claim that it infringes the Intellectual Property Rights of
a third party, Seller may, at its sole expense and option, procure for
Buyer the right to continue using said item, replace or modify said item
so as to make it noninfringing, or offer to accept return of said item and
return the purchase price less a reasonable allowance for depreciation.
Notwithstanding the foregoing, Seller shall have no liability for claims
of infringement based on information provided by Buyer, or directed to
items delivered hereunder for which the designs are specified in whole
or part by Buyer, or infringements resulting from the modification, com-
bination or use in a system of any item sold hereunder. The foregoing
provisions of this Part 10 shall constitute Seller’s sole and exclusive
liability and Buyer’s sole and exclusive remedy for infringement of Intel-
lectual Property Rights.
If a claim is based on information provided by Buyer or if the design for an
item delivered hereunder is specified in whole or in part by Buyer, Buyer
shall defend and indemnify Seller for all costs, expenses or judgments
resulting from any claim that such item infringes any patent, trademark,
copyright, trade dress, trade secret or any similar right.
11. Force Majeure: Seller does not assume the risk of and shall not be
liable for delay or failure to perform any of Seller’s obligations by reason
of circumstances beyond the reasonable control of Seller (hereinafter
‘Events of Force Majeure’). Events of Force Majeure shall include without
limitation, accidents, acts of God, strikes or labor disputes, acts, laws,
rules or regulations of any government or government agency, fires,
floods, delays or failures in delivery of carriers or suppliers, shortages
of materials and any other cause beyond Seller’s control.
12. Entire Agreement/Governing Law: The terms and conditions set
forth herein, together with any amendments, modifications and any
different terms or conditions expressly accepted by Seller in writing,
shall constitute the entire Agreement concerning the items sold, and
there are no oral or other representations or agreements which pertain
there/to. This Agreement shall be governed in all respects by the law
of the State of Ohio. No actions arising out of the sale of the items sold
hereunder or this Agreement may be brought by either party more than
two (2) years after the cause of action accrues.
10/09-P
1. Terms and Conditions of Sale: All descriptions, quotations, pro-
posals, offers, acknowledgments, acceptances and sales of Seller’s
products are subject to and shall be governed exclusively by the terms
and conditions stated herein. Buyer’s acceptance of any offer to sell is
limited to these terms and conditions. Any terms or conditions in addi-
tion to, or inconsistent with those stated herein, proposed by Buyer in
any acceptance of an offer by Seller, are hereby objected to. No such
additional, different or inconsistent terms and conditions shall become
part of the contract between Buyer and Seller unless expressly accepted
in writing by Seller. Seller’s acceptance of any offer to purchase by Buyer
is expressly conditional upon Buyer’s assent to all the terms and condi-
tions stated herein, including any terms in addition to, or inconsistent
with those contained in Buyer’s offer, Acceptance of Seller’s products
shall in all events constitute such assent.
2. Payment: Payment shall be made by Buyer net 30 days from the date
of delivery of the items purchased hereunder. Amounts not timely paid
shall bear interest at the maximum rate permitted by law for each month
or portion thereof that the Buyer is late in making payment. Any claims
by Buyer for omissions or shortages in a shipment shall be waived un-
less Seller receives notice thereof within 30 days after Buyer’s receipt
of the shipment.
3. Delivery: Unless otherwise provided on the face hereof, delivery
shall be made F.O.B. Seller’s plant. Regardless of the method of deliv-
ery, however, risk of loss shall pass to Buyer upon Seller’s delivery to a
carrier. Any delivery dates shown are approximate only and Seller shall
have no liability for any delays in delivery.
4. Warranty: Seller warrants that certain Products, namely PTOs, SEMs,
and Wet Line Kits sold hereunder shall be free from defects in material or
workmanship for a period of twenty four months from the date of delivery to
Buyer. Seller warrants that certain Products namely Pumps, and Hydraulic
Accessories shall be free from defects in material or workmanship for
a period of eighteen months from the date of delivery to the Buyer. 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 DISCLAIMS ALL OTHER WARRANTIES,
EXPRESS AND IMPLIED, INCLUDING MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
5. Limitation Of Remedy: SELLER’S LIABILITY ARISING FROM OR IN
ANY WAY CONNECTED WITH THE ITEMS SOLD OR THIS CONTRACT
SHALL BE LIMITED EXCLUSIVELY TO REPAIR OR REPLACEMENT
OF THE ITEMS SOLD OR REFUND OF THE PURCHASE PRICE PAID
BY BUYER, AT SELLER’S SOLE OPTION. IN NO EVENT SHALL
SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR
SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER,
INCLUDING BUT NOT LIMITED TO LOST PROFITS ARISING FROM
OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ITEMS
SOLD HEREUNDER, WHETHER ALLEGED TO ARISE FROM BREACH
OF CONTRACT, EXPRESS OR IMPLIED WARRANTY, OR IN TORT,
INCLUDING WITHOUT LIMITATION, NEGLIGENCE, FAILURE TO
WARN OR STRICT LIABILITY.
6. Changes, Reschedules and Cancellations: Buyer may request to
modify the designs or specifications for the items sold hereunder as well
as the quantities and delivery dates thereof, or may request to cancel
all or part of this order, however, no such requested modification or
cancellation shall become part of the contract between Buyer and Seller
unless accepted by Seller in a written amendment to this Agreement.
Acceptance of any such requested modification or cancellation shall be
at Seller’s discretion, and shall be upon such terms and conditions as
Seller may require.
7. Special Tooling: A tooling charge may be imposed for any special
tooling, including without limitation, dies, fixtures, molds and patterns,
acquired to manufacture items sold pursuant to this contract. 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
items sold hereunder, even if such apparatus has been specially converted
or adapted for such manufacture and notwithstanding 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.
Offer of Sale
Parker Hannifin Corporation
Chelsea Products Division
Olive Branch, MS 38654 USA
39
Parker
lchelsea
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